UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2005 | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from _________________ to ________________ |
Commission file number 333-08354
Reuters Group PLC
(Exact name of Registrant as specified
in its charter)
(Translation of Registrant’s name into English)
England
(Jurisdiction of incorporation or organization)
The Reuters Building, South
Colonnade, Canary Wharf, London E14 5EP,
England
(Address of Principal Executive Offices)
Securities registered or to
be registered pursuant to Section 12(b) of the Act:
None
Securities registered or to
be registered pursuant to Section 12(g) of the Act:
Ordinary Shares of 25p each
Securities for which there
is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary Shares of 25p each | 1,383,647,406 | ||
Founders Share of £1 | 1 |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No
Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 Item 18
Contents |
Introduction |
Contents
This
report comprises the annual report of Reuters Group PLC in accordance with the
requirements of the United Kingdom and its annual report on Form 20-F in accordance
with the requirements of the United States Securities and Exchange Commission
(SEC) for 2005. A cross-reference guide setting out the information in this annual
report that corresponds to the Form 20-F items is provided on pages 128 to 129.
Definitions of company
As
used in this annual report the Group and Reuters refer
to Reuters Group PLC and its subsidiary undertakings, including joint ventures
and associates. The
company refers to Reuters Group PLC. Where relevant, Instinet Group Incorporated
(Instinet Group) is treated as a discontinued operation as it was sold in December
2005.
International Financial Reporting Standards and UK GAAP
Prior
to 2005, the Group prepared its audited annual financial statements under UK
Generally Accepted Accounting Principles (UK GAAP). For the year ended 31 December
2005, the Group is required to prepare its annual consolidated financial statements
in accordance with International Financial Reporting Standards (IFRS) and International
Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted
by the European Union (EU) and those parts of the UK Companies Act 1985 applicable
to companies reporting under IFRS.
The 2004 comparatives have been restated as part of the first-time adoption requirements of IFRS. As allowed by SEC rules in relation to first-time adoption of IFRS, only one year of comparatives is reported in this annual report.
IFRS differs in certain respects from accounting principles generally accepted in the United States (US GAAP). The material differences between IFRS and US GAAP relevant to the Group are explained on pages 104 to 108.
The accounts for the parent entity Reuters Group PLC (refer pages 112 to 117) continue to be prepared in accordance with UK GAAP.
Presentational
currency
The
consolidated financial statements of the Group included in this annual report
are presented in pounds sterling (£). On 31 December 2005, the Noon Buying
Rate in New York City for cable transfers in foreign currencies as announced
for customs purposes by the Federal Reserve Bank of New York (Noon Buying
Rate) was $1.72 = £1; on 7
March 2006 the Noon Buying Rate was $1.74 = £1. Additional information
on exchange rates between the pound sterling and the US dollar is provided,
on page 122.
Forward-looking statements
Under
US law, all statements other than statements of historical fact included in this
annual report are, or may be deemed to be, forward-looking statements within
the meaning of the US Private Securities Litigation Reform Act of 1995. Certain
important factors that could cause actual results to differ materially from those
discussed in
such forward-looking statements are described under Section 18 Risk Factors on
pages 24 to 25 as well as elsewhere in this annual report. All written and oral
forward-looking statements made on or after the date of this annual report and
attributable to the Group are expressly qualified in their entirety by such factors.
Trademarks
Reuters,
the sphere logo and Reuters product names referred to in the report are trade
marks or registered trade marks of the Group around the world. Other trade marks
of third parties are
used in this report for the purpose of identification only.
Reuters Group PLC Annual Report and Form 20-F 2005 | 01 |
Financial highlights1 |
First year of revenue growth (up 3%) since 2001
Our 2005 revenue
was £2,409 million, a 3% increase over 2004. 2005 was the first full year
of revenue growth since 2001, mainly driven by growth in recurring revenues,
as a result of
acquisitions made during the year.
Recurring revenue2 of £2,242 million (up 4%) was driven by the acquisition of Moneyline Telerate (Telerate) and price increases.
Usage revenue2 of £97 million (up 13%) reflected a good performance in transaction services and higher reuters.com advertising revenue.
Outright revenue2 was £70 million (down 22%) with the fall principally explained by our continued withdrawal from technology consulting.
Operating profit up £13 million, trading profit1 up £8 million
Operating profit
was £207 million in 2005, up £13 million on the previous year, principally
explained by an increase in trading profit.
Trading profit of £334 million (trading margin 14%) was up £8 million over 2004. A strong revenue performance combined with continuing tight cost control was sufficient to fund our Core Plus transformation and growth investments of £41 million and a £7 million charge relating to an accounting change in the Reuters Pension Fund (RPF), to a defined benefit plan.
Within trading profit, the three year Fast Forward restructuring programme delivered additional savings of £126 million, bringing the cumulative total from the programme to £360 million.
Profit for the year up £107 million
Our 2005 profit
was £482 million, an increase of £107 million over the previous year,
principally explained by the increase in profit from discontinued operations
and profit on
asset sales.
Profit from discontinued operations, which is where Instinet Group is reported as the disposal of a major business line, was £253 million. This largely represents profit realised from our disposal of Instinet Group (£191 million) and profit from Instinet Group in the eleven months prior to its sale (£68 million).
Profit from other asset disposals totalled £38 million, largely from further sales of our remaining stake in Tibco Software Inc. (TSI).
EPS up 6.6p to 32.6p and adjusted EPS1 up 2.0p to 13.8p
EPS was 32.6p in
2005, up 6.6p from the previous year, mainly due to the increase in profit for
the year.
Adjusted EPS was 13.8p in 2005, up 2.0p from the previous year, reflecting stronger trading profit and a reduction in the number of shares in circulation due to the share buyback programme.
Dividend of 10p per share
A final dividend
of 6.15p is proposed, which will bring the total dividend to 10p per share, the
same level as the previous year.
Net assets stand at £570 million
Net assets stand
at £570 million, the same level as at 31 December 2004. The profit for the
year was offset by the return of equity to shareholders and the removal of minority
interest
equity, due to the sale of Instinet Group.
Net funds1 were £253 million, down £73 million from the previous year.
During 2005, £363 million of cash was returned to shareholders via dividend payments and as a result of the share buyback programme to return £1 billion to shareholders by July 2007.
Notes: | |
1 | A number of measures are ‘non-GAAP’ figures, which are business performance measures used to manage the business, and which supplement the IFRS-based headline numbers. These include ‘trading profit’, ‘adjusted EPS’ and ‘net debt/net funds’. The rationale for using non-GAAP indicators and their reconciliation to the most directly comparable IFRS indicator is provided in sections 19 and 20 on pages 25 to 30. |
2 | See note 2 of the Financial Statements on page 59 for definitions of the terms recurring, usage and outright revenue. |
02 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Chairmans statement |
I
am greatly encouraged by what
I have seen and heard a
business
regaining its confidence, and that
of its customers, and well placed
to enter a new phase of growth.
In my first full year as Chairman, I have had the opportunity to travel around the Reuters world, meeting many of our people and customers. I am greatly encouraged by what I have seen and heard a business regaining its confidence, and that of its customers, and well placed to enter a new phase of growth. I am humbled by the courage and conviction shown by our people, particularly our journalists who continue to operate in areas where the threat of violence and arbitrary detention is the norm. In 2005, we mourned the deaths of Waleed Khaled, who was shot and killed in Iraq, and Rashid Khaled who died there too following a car crash in Basra. We remain intensely troubled by the difficult circumstances of journalists in war zones and continue to press for a better model of engagement between the media and the military.
I am privileged to lead a world-class Board, which encompasses a broad range of backgrounds and experiences. I am a passionate believer in the power of diversity to enhance decision making. The unique outlook each Board member brings is undoubtedly the Boards greatest asset. As a Board, we have worked hard to develop a healthy relationship with management, characterised by constructive challenge and support. Tom Glocer is an exceptional Chief Executive.
The Board and management have worked together to define a coherent strategic framework. The resulting strategy for growth builds on our core strengths in content and transaction services and addresses our customers critical needs. We must also continue to transform our core business, by pursuing greater efficiency and simplicity in everything we do.
In a world where trust is scarce, the Reuters brand, which has trust at its heart, resonates deeply. It is our challenge to grow the company to fill the space occupied by the brand. Reuters is unique in that it is governed by the Reuters Trust Principles, which commit us to act with integrity, independence and without bias. These principles are not
restricted to the collection and dissemination of the news. They inform every decision we make, whether it concerns our customers, suppliers, staff or the communities in which we operate. A responsible approach to business is not optional. Without responsibility there is no sustainability.
For over 150 years, Reuters has been relentless in the pursuit of truth. We have built one of the worlds great brands. Now I am confident that we are on course to enjoy a new phase of growth.
Niall
FitzGerald, KBE Chairman |
Reuters Group PLC Annual Report and Form 20-F 2005 | 03 |
Chief Executives review |
Weve completed the Fix it stage of
our strategy, putting our core business
back on track. Reuters
is
now more
competitive, simpler, more customer-
focused and more efficient.
What
was the highlight for you in 2005?
The key thing for
me is that we went from four years of losing revenue to revenue
growth – thats really important for our shareholders and for
our employees
as well.
Fast Forward has just completed. Did it achieve its objectives?
Our
Fast Forward transformation plan has achieved its objectives in full. The £440
million in cost savings being delivered in 2006 has turned Reuters from loss-making
to profit, and we have significantly enhanced our product line, putting out a
slew of great products at year-end. We also improved customer service and built
a solid platform for growth.
Last July the company launched the Core Plus growth initiatives
which you said would strengthen the core business and accelerate revenue growth.
Its
very early, but is that working
as you had hoped?
Yes, there are
really good early signs of success in Core Plus. There are four initiatives:
electronic trading, high-value content, a new approach to enterprise-wide sales
and new markets. And for each one, we have an important milestone or set of
milestones we can point to, to show that were on track to deliver additional growth
at Reuters.
How do you think our customers are responding to those changes?
I judge the customer
response in a number of ways:
First, is it coming through in revenues and in sales? The answer is yes, weve seen increases in these lines.
Second, by how they tell Reuters they are feeling we have a formal customer satisfaction survey that goes to about 12,000 users and thats shown steady improvement.
And finally, the thing I really like is, I just go out and spend time with customers. I walk around the trading desks, I talk to our customers, and they tell me they can see the difference at Reuters.
And
what about the product offering at Reuters?
We seek to
provide a sensible range of products. We believe that customers don’t
just want a single box at a single price. That said, Reuters had gotten far
too complex, with 1,300 products in the product line in 2001. What we’ve
done is rationalise it, reduced the number of products and platforms, and
then
put fit-for-purpose products out to meet different customer needs.
This review is taken from a video interview with Tom Glocer which can be seen at www.about.reuters.com/investors.
Were returning cash to the market via a share buyback. Why was that
method chosen above others?
Its a tax-efficient
strategy and it also allows us to retire shares while putting out cash, thereby
raising the earnings per share for everybody who remains a shareholder.
The Reuters Board looked at a number of alternatives and we thought this was
the best method, reflecting our
capital
needs, the needs of our shareholders, and the market value of Reuters shares.
Looking to 2006, what do you see lying ahead for the company?
Im very excited
about 2006. The key drivers for us will be to deliver on our Core Plus investments,
to accelerate our revenue growth, to continue to really focus on customer service
and to maintain the good cost control that weve had throughout the last
few years.
What are your ambitions for the Media business?
Reuters has operated
a successful wholesale media agency for over 150 years, and we believe we can
grow a direct-to-consumer media business alongside it. Our content and our brand
form a compelling offer to individuals in search of an independent, unbiased
view of world events.
Why are electronic trading systems so important to Reuters?
Reuters pioneered
electronic trading with the launch of our first Reuters Monitor Dealing System
back in 1981. Since then, we have had a track record of continuous innovation
in this area, right up to the launch in 2005 of Reuters Trading for Fixed Income
and Reuters Trading for Foreign Exchange. We see trading moving increasingly
to electronic platforms, so we are investing heavily in this area as part of
our Core Plus strategy.
How is Reuters culture changing?
There are many
wonderful aspects of the Reuters culture that underpin much of the company’s
enduring value. However, during Fast Forward it has been important to introduce
a leaner, more performance-driven aspect to our culture. Corporate cultures
do not change overnight, but I am pleased with the progress we have made to date
and confident we can continue to blend these two aspects of our culture.
Tom
Glocer CEO |
04 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Selected financial highlights |
The selected financial information set out below is derived from the consolidated financial statements. The selected financial data should be read in conjunction with the financial statements and related notes (pages 50 to 108), as well as the Operating and Financial Review on pages 7 to 30.
The consolidated financial statements are prepared in accordance with IFRS, which differs in certain respects from US GAAP. For a summary of the material differences between IFRS and US GAAP and related information relevant to the Group, see pages 104 to 108.
Consolidated income statement data
for the year ended 31 December
£m (except per share data) | Notes | 2005 | 2004 | ||||
|
|
||||||
Amounts in accordance with IFRS | |||||||
|
|
||||||
Continuing activities: | |||||||
|
|
||||||
Revenue | 2,409 | 2,339 | |||||
|
|
||||||
Operating profit | 207 | 194 | |||||
|
|
||||||
Profit before taxation | 238 | 396 | |||||
|
|
||||||
Profit after taxation | 229 | 356 | |||||
|
|
||||||
Profit from discontinued activities | 253 | 19 | |||||
|
|
||||||
Profit for the year | 482 | 375 | |||||
|
|
||||||
Basic earnings per ordinary share | 32.6p | 26.0p | |||||
|
|
||||||
Basic earnings per ordinary share continuing | 16.3p | 25.4p | |||||
|
|
||||||
Diluted earnings per ordinary share | 31.7p | 25.4p | |||||
|
|
||||||
Diluted earnings per ordinary share continuing | 15.9p | 24.8p | |||||
|
|
||||||
Basic earnings per ADS | 1 | 195.8p | 156.1p | ||||
|
|
||||||
Basic earnings per ADS continuing | 97.8p | 152.7p | |||||
|
|
||||||
Diluted earnings per ADS | 1 | 190.3p | 152.2p | ||||
|
|
||||||
Diluted earnings per ADS continuing | 95.4p | 148.8p | |||||
|
|
||||||
Dividends declared per ordinary share | 2 | 10.0p | 10.0p | ||||
|
|
||||||
Dividends declared per ADS: | 2 | ||||||
|
|
||||||
Expressed in UK currency | 60.0p | 60.0p | |||||
|
|
||||||
Expressed in US currency | 111.4c | 105.8c | |||||
|
|
||||||
Weighted average number of ordinary shares (in millions) | 1,396 | 1,400 | |||||
|
|
||||||
Reclassified | 3 | Reclassified | 3 | Reclassified | 3 | Reclassified | 3 | ||||||
£m (except per share data) | Notes | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||
|
|
||||||||||||
Amounts in accordance with US GAAP | |||||||||||||
|
|
||||||||||||
Continuing activities: | |||||||||||||
|
|
||||||||||||
Revenue | 2,503 | 2,370 | 2,669 | 2,955 | 3,017 | ||||||||
|
|
||||||||||||
Income/(loss) before taxes on income | 207 | 501 | (8 | ) | 198 | 83 | |||||||
|
|
||||||||||||
Income after taxes on income | 211 | 395 | 23 | 168 | 29 | ||||||||
|
|
||||||||||||
Income/(loss)
after taxes (including minority interest) from
discontinued activities |
185 | 44 | (51 | ) | (273 | ) | 95 | ||||||
|
|
||||||||||||
Net income/(loss) | 396 | 439 | (28 | ) | (105 | ) | 124 | ||||||
|
|
||||||||||||
Basic earnings/(loss) per ordinary share | 28.4p | 31.4p | (2.0p | ) | (7.5p | ) | 8.8p | ||||||
|
|
||||||||||||
Basic earnings per ordinary share continuing | 15.1p | 28.1p | 1.6p | 12.0p | 2.1p | ||||||||
|
|
||||||||||||
Diluted earnings/(loss) per ordinary share | 27.6p | 30.5p | (2.0p | ) | (7.5p | ) | 8.6p | ||||||
|
|
||||||||||||
Diluted earnings per ordinary share continuing | 14.7p | 27.4p | 1.6p | 12.0p | 2.0p | ||||||||
|
|
||||||||||||
Basic earnings/(loss) per ADS | 1 | 170.2p | 188.2p | (12.0p | ) | (44.8p | ) | 52.6p | |||||
|
|
||||||||||||
Basic earnings per ADS continuing | 90.8p | 168.5p | 9.8p | 72.1p | 12.4p | ||||||||
|
|
||||||||||||
Diluted earnings/(loss) per ADS | 1 | 165.4p | 183.2p | (12.0p | ) | (44.8p | ) | 51.6p | |||||
|
|
||||||||||||
Diluted earnings per ADS continuing | 88.2p | 164.3p | 9.7p | 72.1p | 12.1p | ||||||||
|
|
||||||||||||
Dividends declared per ordinary share | 2 | 10.0p | 10.0p | 10.0p | 11.1p | 18.0p | |||||||
|
|
||||||||||||
Dividends declared per ADS: | 2 | ||||||||||||
|
|
||||||||||||
Expressed in UK currency | 60.0p | 60.0p | 60.0p | 66.7p | 108.0p | ||||||||
|
|
||||||||||||
Expressed in US currency | 111.4c | 105.8c | 105.1c | 99.6c | 155.3c | ||||||||
|
|
||||||||||||
Weighted average number of ordinary shares (in millions) | 1,396 | 1,400 | 1,396 | 1,395 | 1,404 | ||||||||
|
|
Reuters Group PLC Annual Report and Form 20-F 2005 | 05 |
Selected financial highlights continued
Consolidated
balance sheet data
at
31
December
£m | 2005 | 2004 | |||
|
|
||||
Amounts in accordance with IFRS | |||||
Total assets | 2,137 | 2,580 | |||
Non-current liabilities (excluding deferred tax) | 763 | 669 | |||
Net assets | 570 | 570 | |||
Shareholders equity (attributable to the parent) | 570 | 371 | |||
Share capital | 467 | 455 | |||
|
|
£m | 2005 | 2004 | 2003 | 2002 | 2001 | ||||||
Amounts in accordance with US GAAP | |||||||||||
Total assets | 2,326 | 2,743 | 3,280 | 3,789 | 4,641 | ||||||
Long-term liabilities (excluding deferred tax) | 696 | 597 | 499 | 474 | 514 | ||||||
Shareholders equity | 705 | 568 | 514 | 804 | 1,212 | ||||||
|
|
Notes: | |
1 | Each ADS (American Depositary Share) represents six ordinary shares. |
2 | Dividends declared for 20012002 include UK tax credits. Dividends declared for 20032005 exclude UK tax credits. Amounts receivable could be higher for US shareholders who have elected to retain benefits of the old US/UK tax treaty. For further information relating to dividends and the UK taxation of dividends see pages 122 to 123. |
3 | With the sale of Instinet Group and Bridge Trading Company, the US GAAP numbers have been reclassified to separate the operating results into continuing and discontinuing income/(loss) for the year. |
06 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Operating and Financial Review |
Company
information (sections 01-09) |
Financial
review (sections 10-11) |
Supporting
financial information (sections 12-20) |
||||||
• | The markets we serve | • | Group financial performance | • | Treasury policies and risk management | |||
• | Strategy, Brand, People | • | Divisional performance | • | Critical accounting policies, risk factors | |||
• | Corporate responsibility, Reuters in the community, Environmental impact and Government regulation | • | Non-GAAP measures, reconciliations | |||||
Company information
01 Overview
Reuters
is the worlds largest electronic publisher of news and financial data, operating in 128 countries. Daily, almost 350,000 financial professionals across the globe use market
data and in-depth news on financial and commodities markets from Reuters, and one billion consumers see and hear news from Reuters in the worlds
media. Our trusted information drives decision-making around the world, based
on our reputation
for speed, accuracy and independence.
We provide tools to enable traders to perform fast and accurate analysis of financial data and to manage trading risk. Our electronic trading services connect financial communities, helping them to gain access to the best prices and to trade efficiently and cost-effectively. We offer systems to help our customers manage trade processing, financial content and internal business processes more effectively throughout their organisations.
Until December 2005, we owned a 62% stake in Instinet Group, a global electronic agency securities broker which operated two major businesses: Instinet, an institutional broker, and INET, an electronic marketplace. On 8 December 2005 we disposed of our entire interest when Instinet Group was acquired by the NASDAQ Stock Market Inc (NASDAQ) for cash. As a result of this transaction, we received cash proceeds of $1.1 billion (£630 million), which includes the dividend received from Instinet Group prior to disposal, less disposal costs. We intend to return the sale proceeds to shareholders as part of the two-year £1 billion share buyback programme announced in July 2005.
02 The markets we serveWe and our customers are affected by global economic trends and by developments in the financial services markets. In this section, we provide a high-level macro-economic overview of 2005 as the backdrop to our performance during the year and to highlight the factors we have taken into account in the development of our strategy.
The global economy in 2005
The
global economy was robust in 2005, although soaring energy prices and inflationary
pressure contributed to a reduction in global Gross Domestic Product (GDP)
growth from 5.1% in 2004 to an estimated 4.3% in 20051.
The US and Asia, excluding Japan, remained the major growth engines of the
world economy, with China growing at an estimated 9%1.
Japan continued its gradual but sustained
Notes: | |
1 | World Economic Outlook, September 2005, International Monetary Fund. 2005 figures are projections. |
2 | Price return in local currency. Equivalent in US$ is 8.7%. |
recovery in 2005, growing by an estimated 2%. The Euro zone economy struggled to gain momentum in 2005, up an estimated 1.2% compared to 2% in the previous year. UK GDP growth fell to an estimated 1.9% in 2005 from 3.2% in 2004.
Financial services industry performance in 2005
Overall,
the financial services industry performed well in 2005 in terms of both revenue
and profit growth, with the Morgan Stanley Capital International World Financials
index gaining 15.5% over the period2.
Trading was a major source of profit for investment banks in 2005. Fixed income trading revenue remained strong despite increasing interest rates, and equity trading revenue continued on an upward trend as benchmark European and Asian stock indices surged. Foreign exchange (FX) trading volumes continued to grow, driven by increasing buy-side activity.
Prime brokerage revenue, which includes securities lending, margin and other services provided by banks to the hedge fund industry, grew by an estimated 28% in 2005. Mergers and acquisitions (M&A) advisory also generated strong results for banks, with global M&A volume growing by 38% to reach $2.9 trillion of announced deals3. Derivatives and commodities markets continued to grow, with the notional amount outstanding of credit default swaps seeing a 48% increase in the first half of 20054.
According to the Securities
Industry Association, US securities industry employment grew by 3% in 2005, and
had recovered 59% of the jobs lost in the 20012003 downturn by the end
of
the year5. Headcount in the UK financial sector also grew by 3% in 2005, according to the Centre for
Economics and Business Research. However, much of this growth has been in off-trading floor areas such as compliance, and some banks are reported to have reduced their equity trading staff as they shift a greater proportion of their execution
services to direct market access and algorithmic trading.
3 | Dealogic, preliminary data. |
4 | 2005 Mid-Year Market Survey, International Swaps and Derivatives Association. |
5 | Securities Industry Association (SIA). November and December figures are preliminary. |
Reuters Group PLC Annual Report and Form 20-F 2005 | 07 |
Operating and Financial Review continued
Our challenge at Reuters is to ensure that we continue to respond to fundamental structural changes in our markets and the resulting changing requirements of our customers. By aligning our business to customer needs, we are better positioned to shift our focus towards the higher-growth areas of the financial markets.
Structural change
The financial services
industry continued to undergo rapid structural change in 2005, particularly with
the continued growth in electronic and automated trading. Program trading, computer-driven
automatically-executed securities trades involving a basket of stocks, accounted
for an average 58% of total trading volume on the New York Stock Exchange (NYSE)
during the final quarter of 2005, compared to 53% over the same period
in 20046.
Algorithmic trading, trading systems that use advanced mathematical models to
make transaction decisions in the financial markets, is also being more widely
used as both buy-side and sell-side trading operations drive for greater efficiency
and search for trading patterns that they can exploit.
On the regulatory front, we saw initiatives aimed at improving transparency and ensuring best execution of client orders. In Europe, the financial services industry is preparing for the introduction of the Markets in Financial Instruments Directive (MiFID), which is due to be implemented in all EU member states in 2007. The directive increases the regulatory obligations of many market participants and is intended to harmonise regulation across the EU.
In the US, the SEC adopted the Regulation National Market System (Reg NMS) in April 2005. The new regulation prompted several major changes to the US exchange landscape, with NASDAQ acquiring Instinet Group and the NYSE acquiring the Archipelago Exchange and announcing it would combine its physical trading floor and an automated platform into a hybrid market. In a response to the increased consolidation among US exchanges, a group of five banks and a hedge fund acquired 45% of the Philadelphia Stock Exchange.
New markets and alternative asset classes
Hedge funds
continue to grow, although at a slower rate. The growth rate of net capital
inflow into the hedge fund industry has come down from 19% in 2004 to 4% in
2005. At the end of 2005, we estimate the size of the hedge fund industry
to be approximately $1.1 trillion.
We saw further interest in investing in emerging markets in 2005. For example, despite structural challenges and restrictions on foreign investments, major Western banks acquired significant stakes in a number of Chinese banks.
Demand for alternative asset classes such as structured financial products, property derivatives, and emission credits continued to increase in 2005. With booming property markets in many parts of the world, institutional investors increased their exposure to the property sector and property indices saw strong returns. Emission credits received much attention as an emerging alternative asset class with the launch of the EUs Emissions Trading Scheme on 1 January 2005.
Media markets
The news media
industry continued to show a mixed performance in 2005. News media companies
revenue and profit performance were strongly correlated to the annual national,
local and classified advertising spend.
In Western media markets, broadcasters and publishers saw modest growth in advertising revenues for their traditional offerings. However, the emerging digital offerings of these providers (only approximately 5% of their total 2005 revenues came from digital platforms) experienced audience and advertising revenue growth of over 15%. In developing markets, particularly China and India, traditional and digital media platforms achieved double digit growth, according to Universal McCann.
The news media industry has been in a slow transition for the past 20 years. Newspaper subscriptions continue to decline and newspaper audiences get older as younger audiences focus their attention on mobile and online services. Increased proliferation of cable news has caused a wider distribution of advertising and distribution revenues. It has also created new opportunities for audiences worldwide to obtain news. The proliferation of broadband at home has further accelerated the pace in the past three years.
Online offerings have already established themselves as important media for news delivery as users prefer them to traditional media for their timeliness and their ability to go further in-depth. Technology advances are overcoming the portability advantages of printed publications and are allowing increasingly for time-shifting and television mobility.
03 Our strategy
Reuters goal
is to be the information company our customers value most, by offering indispensable
content, innovative trading services and great customer service.
There are three stages to achieving this goal:
• | First complete and realise the benefits of Fast Forward, our business transformation programme designed to turn Reuters into a more competitive, simpler, more customer-focused and more efficient organisation Fix it |
• | Second continue to streamline and improve the efficiency of our operations Strengthen it |
• | Third grow our core business and pursue new opportunities in adjacent markets Grow it |
Fix it through Fast Forward, our three year business transformation
programme
The Fix
it phase has been largely completed with the end of the Fast Forward
transformation period. With Fast Forward, we have made Reuters more competitive
by strengthening and segmenting our product line to provide a range of products
at different price points to meet the needs of a wide range of finance professionals.
We have also simplified our product line, cutting the total number of products
being sold from over 1,300 to 400. This includes a reduction in the number
of desktop financial information products to 110, on the way to our target
of 50.
In addition, we have streamlined our portfolio over the last four years. The most significant disposal was the sale of our stake in Instinet Group, completed in 2005, which generated cash proceeds of £630 million.
Customer satisfaction has been improved by recruiting and training new customer support staff and by investing in service resilience.
Notes: | |
6 | Based on average weekly percentages during the fourth quarter 2005 compared to the fourth quarter 2004. |
08 | Reuters Group PLC Annual Report and Form 20-F 2005 |
We use several tools, including a regular customer satisfaction survey of some 12,000 customers, to gather feedback. The survey has shown improvement year-on-year for the past three years.
Consistent with our goal of making Reuters more efficient, we are on track to meet our cost savings targets. In 2005, we delivered cumulative annualised savings of £360 million, towards our goal of £440 million in 2006.
Strengthen it continue to streamline and improve the
efficiency of our operations
We plan to continue
the improving trend in customer service by reducing time to market for new
products, raising product quality and improving the resilience of our service
delivery.
In July 2005, we announced four new service improvement initiatives:
Rationalising our data centres from 250 to approximately 10 globally to reduce costs, simplify data distribution and help us to improve service quality;
Simplifying our product development process and concentrating our development activities into fewer centres to improve product quality and reduce time to market;
Streamlining our content management processes to improve the accuracy, timeliness and breadth of our data;
Modernising our customer administration systems to make Reuters easier to do business with and enable us to deploy products faster to customers.
We will be investing £170 million, over a four-year period, in our strengthen it service improvement and cost efficiency initiatives. By 2010, we expect these to deliver total annualised savings of at least £150 million.
Grow it grow our core business and pursue Core
Plus growth opportunities in adjacent markets
Throughout 2005,
Reuters served a £6 billion per annum market for financial information
and related services, with an expected medium-term growth rate of 24%.
We are continuing to enhance our product line by introducing new versions of our flagship products, by broadening and deepening our content and by extending our distribution capability. For example, our acquisition of Telerate in 2005 brought us market benchmark content for the fixed income markets and increased our user accesses, notably in the US and Asia. As a result of this continued investment in our service offerings, we believe we can grow our business in line with the market.
In addition, we have identified four Core Plus growth opportunities which expand the market we are able to serve from £6 billion to £11 billion per annum. They also target higher growth areas, giving us the potential to deliver additional revenue growth from 2006 onwards.
• | Electronic trading |
Reuters has an established track record of providing electronic transaction services for the financial markets, for example, our foreign exchange matching service. We believe that the electronic trading trend is accelerating and as a result we are increasing our investment in electronic trading services by building a multi-asset trading platform on which we have already launched Reuters Trading for Foreign Exchange (RTFX) and Reuters Trading for Fixed Income (RTFI). In March 2006 we announced our plans to launch Reuters Trading for Exchanges. We are also building a post-trade notification service to help customers streamline their trade confirmation operations. |
• | High-value content |
We see increasing demand from customers, especially from hedge funds, for content which gives them not just facts but insight. We are investing in the creation of this high-value content by expanding our specialist editorial and data teams and also through acquisition and distribution agreements. In 2005 we acquired EcoWin, a leading provider of economic data. We also signed an exclusive content agreement with MasterCard in February 2006 to distribute the earliest detailed monthly view of US retail sales data, a key financial markets indicator. | |
• | A new approach to selling content and transactions services to whole enterprises |
Our Enterprise business helps trading businesses to manage the flow of information and transactions both internally and with their institutional customers. Demand for structured information and data management services is increasing, driven by growth in program and algorithmic trading. The need for greater transparency in order to satisfy regulatory compliance requirements is also a factor in the growing demand for data. We have a wide range of assets such as high-speed streams of machine-readable trading data; historical price data and risk management and position-keeping systems. Using these tools, we have built long-term partnerships with many of our largest clients to help them develop their internal information and trading infrastructures. We are making our products more compelling to our customers by offering targeted packages of components designed to address specific customer activities such as algorithmic trading and fund valuation. | |
• | New markets |
We see three types of opportunity to develop new markets; high-growth geographic markets, such as India and China; new asset classes, such as emissions and property; and new types of customer such as a consumer media audience. We are scaling up our presence as a leading provider of financial information and trading services in rapidly developing financial markets, starting with India, China and Brazil. We are already the market leader in providing information, electronic trading and risk management products to the Indian financial markets and we are continuing to build up our product offer to enable us to capitalise on market growth. In early 2006 we launched TIMES NOW, a TV news channel, in partnership with The Times of India Group to support our consumer media growth plans. | |
We are continuing to build our presence in the Chinese financial and media markets. In 2005 we brought greater transparency to Chinas developing bond market by launching a range of market standard reference rates. We are taking a significant role in the development of Chinas foreign exchange market our electronic trading system is the platform on which the China Foreign Exchange Trade System (CFETS) launched an FX portal for trading in eight foreign currency pairs. In July we launched our Chinese language website www.reuters.com.cn and began providing branded English language inserts for China Central Television. | |
We plan to launch RTFI in Brazil and Mexico in 2006 and to expand our fixed income products to other Latin American countries. We created a new sales channel in Brazils growing market by entering into agreements with American Express and Universal OnLine, a major regional internet service provider, for them to promote Reuters Trader for Latin America to their corporate accounts. | |
In the second half of 2005, we invested £15 million in Core Plus revenue growth initiatives. We expect trading profit, net of new revenue generated, to be reduced by approximately £50 million in 2006 and £20 million in 2007. |
Reuters Group PLC Annual Report and Form 20-F 2005 | 09 |
Operating and Financial Review continued
We anticipate that together, these four new initiatives will generate one percentage point of revenue growth in 2006, in addition to revenue growth in the existing business which we expect to grow in line with the market. We expect additional revenue growth from new initiatives to deliver three percentage points of additional revenues in 2008.
04 Brand
Our brand is
a powerful asset, ranked as a Top 100 Global Brand by Interbrand. In a cluttered
marketplace, strong brands attract customers and drive financial performance.
As an organisation and a brand, we are aligned to deliver consistently on
the Reuters Trust Principles of independence, integrity and freedom from bias.
Throughout the company, these principles guide us in everything we do (see
page 119 for more information on the Trust Principles).
Reuters news and information reaches more than one billion people daily and trust in the Reuters brand remains key to our future success. Our reputation as a trusted source, neutral electronic trading platform and provider of essential enterprise-wide services for the financial sector will enable us to expand our business into new markets.
In 2005, we re-launched our visual brand identity, creating a distinctive look which makes extensive use of Reuters award-winning photography. The move of our headquarters to Canary Wharf, Londons new financial district, also helped us to establish a strong brand presence among many of our largest customers. They are able to see Europes largest price ticker wrapped around our building, together with a giant screen displaying Reuters real time multimedia news.
05 People
The quality
and commitment of our people have played a major role in our business transformation.
This has been demonstrated in many ways, including improvements in customer
satisfaction, the reinvigoration of our product line and the high standards
we apply in order to uphold our Trust Principles. Our employees have also
shown flexibility in adapting to changing business requirements and implementing
new ways of working.
Employees adapted to change
With our business,
markets and customers changing rapidly, we seek to employ people who are highly
talented, knowledgeable about the markets we serve, customer focused, adaptable
and committed to learning and development. We are also keen to ensure our
employee base is diverse, to reflect the different cultures and markets we
operate in and to bring a range of perspectives that allow us to develop fresh
and innovative ways to serve our diverse customers.
Change has been a constant theme throughout 2005, as we have continued to re-balance our employee base to support our strengthen it and grow it strategic objectives. Our Bangalore content centre and Bangkok development centre have expanded as we renew our focus on content and strengthen our product line. Recruiting highly skilled employees in Asia has allowed us to extend the service we offer to our customers, enabling us, for example, to cover a wider range of news while containing costs and continuing to locate employees close to our customers. With 28% of employees now based in Asia, we are also well placed to support our growth strategies in the region.
We are bringing in fresh markets, media, content and technology expertise, both through targeted hiring and through acquisition. During the year, we welcomed new employees to the Group through a series of acquisitions, including Telerate, Ecowin and Action Images. Reflecting our drive to recruit new talent, over 50% of our employees have joined us in the last five years.
Employee communications
We use a variety
of methods, including our intranet, to communicate with our geographically
diverse workforce about the companys strategy and priorities. Our Daily
Briefing, edited by a Reuters journalist, delivers an online multimedia
information service seen by 75% of employees each day. It covers news and
events about the company and about employees. The CEO hosts regular webcasts,
teleconference briefings and question and answer sessions for employees in
addition to meeting informally with groups of Reuters employees around the
world. At the end of the year, the CEOs overall mission for the coming
year is explained. Through the performance management process, objectives
in support of that mission are set for everyone. Regular meetings are also
held between management, employees union representatives and other groups
of employees so that the views of employees can be taken into account in making
decisions which may affect their interests. Reuters European Employee Forum
operates as a pan-European works council and the CEO and other executive directors
meet with the Forum regularly.
Employee survey
We carry out
annual employee surveys to identify issues that need to be addressed and areas
upon which to build; the findings are communicated to employees. Overall,
the results of our most recent survey (November 2005) showed improvements
across all the groupings that make up our employee engagement index (leadership,
customer orientation, performance, employee commitment and career development).
We have very strong scores on items related to the company brand and values
two of the highest-scoring statements were: I fully support the
values for which Reuters stands and Reuters provides a working
environment that is accepting of ethnic differences. Highlighting areas
for improvement, employees reinforced the need for further organisation simplification
and improved customer service. The Group Management Committee (GMC) has put
in place a range of initiatives to continue to address these issues in 2006.
Talent and performance management
We have remained
committed to retaining and developing our talent despite the pressures of
our Fast Forward transformation programme over the last few years. Our company-wide
talent review process involves management teams openly reviewing their people.
This enables us to identify our highest performers and strongest talent and
to create tailored plans to develop them. These processes covered more than
4,000 people worldwide in 2005. We report regularly to the Board on these
activities and the Board also reviews our succession plans for our most critical
roles, ensuring that we have sufficient depth and breadth in our most senior
talent pools. Employee turnover for our highest performers remains below the
3.5% threshold we have set.
Employees performance is aligned to company goals through an annual performance review process that is carried out with all employees. Reviews focus both on the objectives that were set and how they were achieved, drawing on input from a range of people to ensure a rounded view of performance. The achievement of objectives is reinforced through our compensation plans.
Employee development
Our learning
strategy is to increase the provision of flexible learning solutions to support
employee development. This allows us to support the business by providing
a wide range of learning opportunities as and where they are needed. Certification
programmes ensure that the product and market knowledge of our customer-facing
employees is kept up-to-date and tested on a regular basis. We have continued
to develop managers through our middle manager programme with the University
of Michigan and through a recently updated First Level Manager Programme.
10 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Employee safety
The Board recognises the courage and professionalism shown by our employees operating in conflict zones. We regularly review our policies, training and procedures for employees,
particularly for those working in dangerous places. We have reaffirmed the standing instructions to our employees to avoid risks wherever possible and we provide hostile environment training, protective equipment and post-trauma training programmes
to all employees who may need them. We were deeply saddened by the deaths of two Reuters employees in Iraq in 2005. Photographer Rashid Khaled died following a car crash in Basra, Southern Iraq, in February and TV soundman Waleed Khaled was shot and
killed in Western Baghdad. Four Reuters journalists were held in US military custody in Iraq, three of them for several months, during 2005. All were released without charge.
Equal opportunities and diversity
We have extensive fair employment practices in place and with the support of our Global Diversity Advisory Council, established in 2004, we are working to make Reuters an increasingly
inclusive company. The Council is chaired by the CEO, and serves as an advisory board to the GMC on issues related to diversity.
Our policy is that the selection of employees, including for recruitment, training, development and promotion, should be determined solely on their skills, abilities and other requirements which are relevant to the job and in accordance with the laws in the country concerned. Our equal opportunities policy is designed, among other things, to ensure that people with disabilities, and other under-represented groups, are given the same consideration as others and enjoy the same training, development and prospects as other employees. In the UK, as well as being a member of the Employers Forum for Disability, we have made use of the services of both AbilityNet (which supplies technology for disabled users) and Employment Opportunities (a UK charity helping people with disabilities to find and retain work). We have successfully retained staff who have become disabled, as well as integrating those who are disabled when they join the company. This has been achieved by using technological solutions and re-designing the way jobs are handled, enabling individuals to contribute actively to meeting the needs of our business.
Our commitment to ethics and compliance
Since
Reuters was founded in 1851, we have run our business with independence, freedom
from bias, and
integrity. We endeavour to do the right thing in all that we do, adhering to
the values set out in the Trust Principles, our code of conduct, and the companys
policies, while we comply with the different laws and rules that apply to us
in the countries where we operate. As part of this commitment, our efforts
to maintain an environment at Reuters that promotes and protects these values
is overseen by a global ethics and compliance steering group, chaired by the
General Counsel and Company Secretary, which reports to the Audit Committee
and periodically briefs senior
management and the Board.
As part of this global programme, we train our employees on key ethics and compliance areas; provide an anonymous and confidential system for staff to report concerns without the threat of retaliation; investigate and take appropriate measures when compliance issues are raised; and periodically assess the efficacy of the programme as a whole. On an individual level, ethics and compliance aspects are incorporated into our performance management system as we understand that each of us at Reuters must uphold the values and principles that have served Reuters well for so long and are at the very core of what defines Reuters as a business.
Employee profile
At 31 December 2005, we had 15,300 employees (31 December 2004: 14,465) of 115 nationalities in 89 countries. 490 employees joined Reuters through acquisitions.
Remuneration
Detailed information on our remuneration policies can be found in the Remuneration report on pages 39 to 48.
06 Corporate responsibility
Corporate responsibility within Reuters is established as the way we carry out our business practices and conduct ourselves responsibly throughout our day-to-day activities, as determined
by the Trust Principles.
We steer our corporate responsibility strategy through our Corporate Responsibility Advisory Board, established in 2003, which comprises customer, supplier, investor and employee representatives. The Advisory Board considers workplace, marketplace, environment and community issues of relevance to our business and our employees and it is chaired by the General Counsel and Company Secretary, who represents it on the GMC and to the Board. For 2006, we have set ourselves the objectives of developing a code for our suppliers to adhere to when working with us; rolling out a programme of mentoring of senior managers by employees on diversity issues; raising employee participation in our Community Events Week to 15% in 45 locations; and creating a system for recording Reuters impact on the environment.
Reuters is included in the Dow Jones Sustainability Index, the FTSE4Good Index, the Ethibel Sustainability Indices and the Ethibel Pioneer Investment Register.
For information about our employees, see People on page 10 to 11. For information about creditor payment terms see the Directors Report on page 31. For information about charitable donations, see the Directors Report on page 31.
We also make extensive information available through our website www.about.reuters.com/csr.
07 Reuters in the community
We support a variety of community initiatives and charitable causes through the work of Reuters Foundation and the volunteering efforts of our employees around the world.
Reuters Foundation (www.foundation.reuters.com) continues to focus on areas where Reuters expertise in information gathering and communications can be put to use in ways which will benefit the communities in which we operate across the world.
During the year, the Foundation offered training opportunities to journalists from all over the world, providing short courses for 391 journalists from 86 countries. Amongst the courses was a workshop in New York on HIV/AIDS reporting. In February 2006, to build on our work in this area, Reuters became a member of the Global Business Coalition on HIV/AIDS, an organisation which aims to increase the range and quality of business sector AIDS programmes in the workplace and in the community.
The Reuters Institute for the Study of Journalism was launched in January 2006 (at the University of Oxford) with Reuters Foundation providing £1.75 million of funding over five years. The Institute builds on the Reuters Foundation Fellowship Programme at Green College, Oxford, and its reputation for engaging first class international journalists from across the world in serious research. It will focus on analysing the practice of journalism worldwide and examining the basis for reliable and accurate reporting in the digital age.
Reuters Group PLC Annual Report and Form 20-F 2005 | 11 |
Operating and Financial Review continued
AlertNet (www.alertnet.org), established by Reuters Foundation in 1997, enables relief agencies and the public to share information about emergencies and associated relief efforts. In addition to carrying breaking news on emergencies, the site also helps to ensure that forgotten emergencies, those disasters long forgotten by the mainstream media, are kept in the headlines. We have seen traffic double over the past twelve months to an average 215,000 page views per day in December, as we add new content sources and as media recognition increases. The innovative Tsunami Aidwatch (www.alertnet.org/thefacts/aidtracker), set up by AlertNet to measure how much of the money pledged after the disaster was turned into actual funding for relief and reconstruction in the area, has helped position the service as an authority on humanitarian media issues.
Reuters Digital Vision Program (RDVP) (www.rdvp.org) is a fellowship programme at Stanford University, California, which develops innovative applications of information and communication technologies to address the needs of under-served communities. Its projects focus on three areas: advancing financial services, knowledge & empowerment and networked health & welfare. In 2005, Reuters invested in the development of Project Market Light, a project initiated by a 20042005 RDVP fellow. Its goal is to help Indian farmers to price their produce more accurately, thereby enhancing their incomes, by delivering affordable, relevant and up-to-date commodities information to them by SMS over mobile phones.
In response to the Asian tsunami disaster, we pledged a donation of $1 million to fund relief efforts in affected countries. To date, just over $435,000 (£235,809) has been awarded in grants to Thai and Indian charities working with victims. This figure includes a donation to the Surin Islands National Park as recognition for the support and assistance offered by Surin residents to employees from Reuters Software (Thailand) Ltd (RSTL), when they were caught on the island during the tsunami. Employees at RSTL have also volunteered their time to help restore the villagers livelihood. The remainder of the donation has been allocated to support house building programmes, with 64 Reuters volunteers travelling to Hikkaduwa in Sri Lanka to participate in rebuilding projects with Habitat for Humanity in 2005 and additional housebuilding team visits planned for 2006 and 2007.
Building on the enthusiasm shown by employees for housebuilding projects, we are looking at offering employees further opportunities to build in areas of New Orleans affected by Hurricane Katrina, and KwaZulu Natal, South Africa, as part of a programme to provide housing to families devastated by AIDS.
All employees may take one day of company time each year to engage in community activities. We focus on these activities during our annual Community Events Week programme. In 2005, 1,856 employees from 42 countries (12% of employees, 2004: 12%) participated in the scheme, undertaking a range of challenges. We encourage employees to use this opportunity to share their skills on projects ranging from hosted school visits, childrens events and fundraising to conservation work. We recognise that employees benefit from practising their professional and personal skills whilst team-building with their colleagues and providing valuable support to our communities.
In addition, we operate programmes in the US and UK which match donations and fundraising efforts of our employees. Under these schemes we matched gifts of time and money amounting to £26,581 in the UK and just over $175,000 in the year. 2006 will see the launch of a similar scheme for employees across Asia.
Further information on Reuters volunteering programmes can be found at www.about.reuters.com/csr.
08 Environmental impact
The Ethical
Investment Research Service classifies our business activities as having
a
low environmental impact and electronic publishing creates scope to reduce
paper-based distribution of information. However, we recognise that our employees
and facilities have an impact, both at work
and at home.
We
therefore
held
our
first Reuters
Green Week exhibition in London in November, during which we set out to provide
information to employees around the world on the subjects of Reuse, Reduce
and Recycle. With a variety of online materials, web-based debates and informal
presentations, we were able to increase the awareness of our employees as
to how their behaviours can impact the environment. During 2006, we intend
to run additional Green Week exhibitions, focusing on other major office
locations
around the world.
Relocation to our new corporate headquarters in Londons Canary Wharf created an opportunity to introduce facilities which have a positive environmental impact. These include the use of fewer waste bins and plastic liners, movement sensitive lighting, default double-sided photocopying and piloting the use of recycled paper. Our entire UK property portfolio is now supplied with CCL-exempt green energy. Practices designed to reduce our environmental impact are also being rolled out in other centres in 2006.
We also have a role to play in the effective communication of environmental issues. Reuters has 80 journalists providing environment news and we are expanding our coverage of environmental markets such as the carbon emissions markets. Through the Reuters Foundation, in 2005 we delivered six training workshops to over 100 non-Reuters journalists in Mexico, Germany, America, Kenya and Morocco in conjunction with funding partners.
09 Government regulation
We are regulated
by several bodies in the various jurisdictions in which we operate.
Under the provisions of the Financial Services and Markets Act 2000, Reuters Limited is regulated and authorised as a service company by the UK Financial Services Authority (FSA).
Reuters Transaction Services Limited (RTSL), through which we offer Dealing 3000, equities order routing and our new suite of next generation transaction products such as RTFI, is also subject to regulation by the FSA. Since 1 April 2004 RTSL has been classified by the FSA as an Alternative Trading System (ATS). In accordance with the passporting provisions of the EU Investment Services Directive, RTSL provides its services through the European Economic Area (EEA). RTSL is also subject to regulatory approval in Singapore, Hong Kong and Australia, where it is approved by the Monetary Authority of Singapore, the Hong Kong Monetary Authority and by the Australian Securities and Investments Commission, respectively. Since late 2005 RTSL has also become subject to regulatory oversight by the Hong Kong Securities and Futures Commission.
RTSLs sister company in the United States, Reuters Transaction Services LLC (RTS LLC), is responsible for an equity order routing and indications of interest network. RTS LLC is subject to regulation by the National Association of Securities Dealers, Inc. (NASD). RTS LLC has been seeking additional approvals in the US to allow for the trading of other financial instruments such as derivatives.
12 | Reuters Group PLC Annual Report and Form 20-F 2005 |
In order to comply with anti-money laundering regulations and to reduce the opportunity for Reuters transactions products to be used as a conduit for money laundering operations, all our regulated subsidiaries have put in place appropriate know your customer systems and controls.
Financial review
Non-GAAP measures
A
number of measures used in the following commentary are non-GAAP figures, which are business performance measures used to manage the business, which supplement the IFRS based
headline numbers. These include underlying change, trading costs, trading profit, adjusted EPS, free cash flow and net debt/net funds.
Brief descriptions of these terms are provided below. A more detailed discussion
of these non-GAAP measures, including the rationale for using them and reconciliations
to the most directly comparable IFRS indicator, is provided in sections 19
and 20 on pages 25 to 30.
Underlying change is calculated by excluding the impact of currency fluctuations and the results of acquisitions and disposals.
Trading costs are calculated by excluding the following from operating costs from continuing operations: restructuring charges associated with Fast Forward and acquisitions, impairments and amortisation of intangibles acquired via business combinations, and fair value movements included in operating costs; and adding back foreign currency gains and other income (both of which are included in other operating income).
Trading profit is calculated by excluding the following from operating profit from continuing operations: restructuring charges associated with Fast Forward and acquisitions, impairments and amortisation of intangibles acquired via business combinations, investment income, profits from disposals of subsidiaries and fair value movements.
Adjusted EPS is calculated as basic EPS from continuing operations before impairments and amortisation of intangibles acquired via business combinations, investment income, fair value movements, disposal profits/losses and related tax effects.
Free cash flow measures cash flows from continuing operations, other than those which are both discretionary in nature and unrelated to ongoing recurring operating activities such as the purchase of shares by the Employee Share Ownership Trusts (ESOTs), loans with associates and joint ventures and dividends paid out by Reuters.
Net debt/net funds represents cash, cash equivalents and short-term investments, net of bank overdrafts and other borrowings.
10 Group performance
Summary profit results | 2005 | 2004 | Actual | |||||
Year to 31 December | £m | £m | change | |||||
Continuing operations | ||||||||
Revenue | 2,409 | 2,339 | 3 | % | ||||
Operating costs | (2,251 | ) | (2,187 | ) | 3 | % | ||
Other operating income | 49 | 42 | 16 | % | ||||
Operating profit | 207 | 194 | 7 | % | ||||
Net finance costs | (12 | ) | (12 | ) | ||||
Profit on disposal of associates and | ||||||||
available-for-sale financial assets | 38 | 203 | ||||||
|
||||||||
Share of post-taxation profit from | ||||||||
associates and joint ventures | 5 | 11 | ||||||
Profit before taxation | 238 | 396 | (40 | %) | ||||
Taxation | (9 | ) | (40 | ) | ||||
Profit for the year from | ||||||||
continuing operations | 229 | 356 | (36 | %) | ||||
|
||||||||
Discontinued operations | ||||||||
|
||||||||
Profit for the year from | ||||||||
discontinued operations | 253 | 19 | ||||||
|
||||||||
Profit for the year | 482 | 375 | 28 | % | ||||
|
||||||||
Basic EPS | 32.6p | 26.0p | 25 | % | ||||
|
||||||||
Adjusted EPS | 13.8p | 11.8p | 17 | % | ||||
|
Revenue, costs and profit | 2005 | 2004 | Actual | Underlying | |||||
Year to 31 December | £m | £m | change | change | |||||
Recurring | 2,242 | 2,164 | 4 | % | 1 | % | |||
Usage | 97 | 86 | 13 | % | 12 | % | |||
Outright | 70 | 89 | (22 | %) | (23 | %) | |||
Total revenue | 2,409 | 2,339 | 3 | % | 0 | % | |||
Operating costs | (2,251 | ) | (2,187 | ) | 3 | % | 0 | % | |
Operating profit | 207 | 194 | | | |||||
Operating margin | 9 | % | 8 | % | | | |||
Trading costs | (2,075 | ) | (2,013 | ) | 3 | % | 0 | % | |
Trading profit | 334 | 326 | | | |||||
Trading margin | 14 | % | 14 | % | | | |||
Revenue
Reuters
full year revenue
grew 3% to £2,409 million (2004: £2,339 million). This was our first
full year of revenue growth since 2001. On an underlying basis, adjusting for
exchange rate movements and the impact of acquisitions and disposals, revenue
was approximately the same as in 2004. Acquisitions, particularly of Telerate,
accounted for most of the difference between actual and underlying increases,
with the
remainder due to currency movements. In the newly integrated Telerate business,
sales focus on revenue retention post-acquisition drove better than expected
revenue performance.
Recurring revenue, which represented 93% of our revenue in 2005, was £2,242 million (2004: £2,164 million). This represented an increase of 4% on an actual basis (1% underlying) compared to 2004, and was the first time underlying recurring revenue had grown since 2001.
Usage revenues, 4% of our revenue in 2005, grew by 13% to £97 million (2004: £86 million). This was driven by strong performance from Reuters transaction services as well as higher advertising revenue from reuters.com.
Reuters Group PLC Annual Report and Form 20-F 2005 | 13 |
Operating and Financial Review continued
Outright revenue, 3% of our revenue in 2005, totalled £70 million (2004: £89 million), a decline of 22% compared to 2004. This decline was mainly due to our continued withdrawal from technology consulting as part of the Fast Forward programme, a process which is nearing completion.
Desktop accesses totalled 346,000 at the end of 2005, up 18,000 from the end of 2004. This increase was driven by our acquisition of Telerate. Average revenue per access (ARPA) for the fourth quarter of 2005 was up 2% to £309 compared to the same period in 2004, driven by price increases and a shift in the product mix to higher value accesses.
Operating costs and trading costs
Total
operating costs were £2,251 million, an increase of 3% from 2004. The drivers of the increase are largely explained in the context of the movement in trading costs (as defined
above). Additionally, Fast Forward restructuring costs of £94 million were £26 million lower than the previous year, bringing to an end this important transformation programme. We also incurred £18
million of acquisition related integration costs, principally relating to Telerate.
Trading costs totalled £2,075 million in 2005 (2004: £2,013 million), up 3% on an actual basis (flat on an underlying basis), demonstrating our continued cost discipline. The differences between the underlying and actual increases are mostly related to acquisitions, principally Telerate, with the remainder due to currency movements.
A change to the accounting treatment of the RPF, which is now recognised as a defined benefit plan rather than a defined contribution plan, resulted in an additional 2005 charge of £7 million. At the 2005 year end, a deficit of £223 million in the RPF was recorded on Reuters balance sheet. Further details on pension charges can be found in note 25 in the financial statements on page 84.
We invested £41 million in the second half of 2005 in Core Plus transformation projects and growth initiatives. These included investment in new electronic trading products and rationalising data centres and product development units.
The Fast Forward business transformation programme is now complete and we remain on track to achieve annualised cost savings of £440 million from the programme by the end of 2006, contributing to a total reduction from all transformation programmes of £900 million since 2001. In 2005, we delivered a further £126 million of annualised savings taking the total to £360 million under Fast Forward. These resulted largely from outsourcing our communications network to BT/Radianz in April 2005 (for more information on BT/Radianz, please refer to page 16), from further headcount reductions and from expanding our content and development facilities in Bangalore and Bangkok.
Operating profit and trading profit
Our
operating profit totalled £207 million in 2005 (2004: £194
million) reflecting improved trading performance.
Trading profit was £334 million in 2005 (2004: £326 million). Trading margin was 14% (2004: 14%), after expenditure on investments in the Core Plus programme. The net effect of currency movements on trading profit was neutral with the small positive effect on revenue offset by a small negative effect in the cost base (please refer to foreign exchange on page 22).
Profit for the year from continuing operations
Profit
for the year from continuing operations was £229 million (2004: £356 million). The year-on-year decline was almost entirely driven by a reduction in profits from asset
disposals. In 2004, continuing operations contained the profits from the sale of a 39% stake in TSI and our holding in GL TRADE, whereas the £38
million of disposal profits in 2005 came largely from further sales of our
smaller remaining stake in TSI.
Net finance costs of £12 million were comparable to 2004, due to a broadly similar net debt position throughout the year, prior to completion of the Instinet Group disposal. Income from our associates and joint ventures in 2005 generated a net profit of £5 million, compared to £11 million in 2004. TSI and GL TRADE account for £5 million of this reduction as they contributed a net profit in 2004, prior to disposal.
The tax charge for the year was £9 million, compared to £40 million in 2004. The reduction was mainly due to the benefit of settling prior year taxation matters. A reconciliation of the actual taxation charge to the taxation charge expected by applying the standard 30% UK rate of corporation tax to the reported profits is provided in note 6 of the financial statements on pages 61 to 62.
Profit for the year from discontinued operations
Profit
from discontinued operations was £253 million (2004: £19 million). This was largely made up of the post-taxation profit of £191 million on the disposal of Instinet
Group and £68 million profit after taxation from Instinet Groups business operations prior to its sale in December 2005. This was partly offset by losses on sale of Radianz Limited (Radianz) to BT Group PLC (BT), and on the partial
disposal of the Groups interest in the Bridge Trading Company (BTC)
to Instinet Group.
14 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Earnings per share
Profit
for the year was £482 million (2004: £375
million), resulting in basic EPS of 32.6p, up 6.6p from the previous year.
Adjusted EPS was 13.8p in 2005, up 2p from the previous year, reflecting a
stronger trading profit and a reduction in the number of shares in circulation
due to the share buyback programme.
Reconciliation of net cash flow from | |||||
continuing operating activities to free cash flow | 2005 | 2004 | |||
Year to 31 December | £m | £m | |||
Cash flow from continuing operations | 268 | 307 | |||
Net interest paid | (7 | ) | (19 | ) | |
Tax paid | (11 | ) | (34 | ) | |
Capital expenditure | (178 | ) | (117 | ) | |
Proceeds from sale of property, plant and equipment | 3 | 49 | |||
Dividends received | 5 | 4 | |||
Interim funding repayment from Telerate | (18 | ) | 18 | ||
Repayment of funds to BTC | 26 | | |||
Free cash flow | 88 | 208 | |||
Note: Refer to section 20 on page 30 for reconciliation to Group cash flows.
Summarised Group cash flow | 2005 | 2004 | |||
Year to 31 December | £m | £m | |||
Net cash inflow from operating activities | 253 | 226 | |||
Acquisitions and disposals | 206 | 384 | |||
Purchases of property, plant and equipment, and intangibles | (185 | ) | (136 | ) | |
Proceeds from sale of property, plant and equipment | 3 | 66 | |||
Dividends received | 5 | 5 | |||
Proceeds from issue of shares | 10 | 6 | |||
Share buyback | (223 | ) | | ||
Equity dividends paid to shareholders | (140 | ) | (140 | ) | |
Equity dividends paid to minority interests | (23 | ) | | ||
Other movements | 21 | (8 | ) | ||
Movement in net (debt)/funds | (73 | ) | 403 | ||
Opening net funds/(debt) | 326 | (77 | ) | ||
Closing net funds | 253 | 326 | |||
Note: Refer to section 20 on page 30 for reconciliation to statutory cash flow.
Cash generated from continuing operations was £268 million. Free cash flow was £88 million in 2005 (2004: £208 million). The year-on-year decline was driven by increases both in capital investment and restructuring charges. Higher capital investment resulted from our move to our new London headquarters at Canary Wharf, stepped-up investment in data centres and the capitalisation of product development and software costs. 2005 cash restructuring costs were £147 million (2004: £100 million), of which £132 million represented the peak year for Fast Forward cash charges and the remainder related mainly to the integration of Telerate. Cash flow in 2004 also benefited from £49 million of proceeds from the sale of property, plant and equipment disposals which did not recur in 2005.
Net funds were £253 million (2004: £326 million). The 2004 amount included £507 million of net funds at Instinet Group, reduced by £181 million of net debt in Reuters. Excluding Instinet Group, the year-on-year improvement in net debt to net funds is largely due to cash flow from operations of £268 million and net cash proceeds from disposals/acquisitions (largely Instinet Group) of £710 million. These inflows were partly offset by net purchases of assets of £182 million, dividend payments to Reuters shareholders of £140 million, and payments made as part of the share buyback programme of £223 million.
Dividends
Dividends
paid in 2005 totalled £140 million. The final dividend proposed for 2005
is 6.15p per share, in line with the prior year.
Balance sheet
The
net assets of the Group, at £570 million, are unchanged from 2004.
Summarised Group balance sheet | 2005 | 2004 | |||
Year to 31 December | £m | £m | |||
Non-current assets | 1,179 | 1,025 | |||
Current assets | 957 | 1,410 | |||
Non-current assets classified as held for sale | 1 | 145 | |||
Total assets | 2,137 | 2,580 | |||
Current liabilities | (738 | ) | (1,249 | ) | |
Non-current liabilities | (829 | ) | (714 | ) | |
Liabilities associated with assets classified as held for sale | | (47 | ) | ||
Total liabilities | (1,567 | ) | (2,010 | ) | |
Net assets | 570 | 570 | |||
Shareholders equity | 570 | 371 | |||
Minority interest | | 199 | |||
Total equity | 570 | 570 | |||
The main movements in the Group balance sheet are:
• | The disposal of Instinet Group reducing both total assets and liabilities upon sale and reducing the minority interest in Instinet Group to zero. | |
• | An increase in non-current liabilities, principally reflecting an increase in net pension obligations from £256 million to £310 million, largely as a result of changes to key assumptions underpinning the net liability valuation (both the rate of return and discount rate have decreased which results in a larger present value liability). |
Our largest acquisition during the year was that of Telerate for £122 million, which completed in June 2005. Other smaller acquisitions included Action Images (September 2005) and EcoWin (November 2005).
Disposal activity for the year included our 62% stake in Instinet Group to NASDAQ for gross proceeds of £612 million (we realised a gain on sale of £191 million), along with the dividend received from Instinet Group in July 2005 of £37 million following the sale of its Lynch, Jones & Ryan (LJR) to the Bank of New York for £96 million. The net proceeds from these transactions (including our March 2005 sale of BTC to Instinet Group) totalled approximately £630 million.
Other disposals included our sale of 16 million shares in TSI for £63 million, realising a profit of £33 million, and the sale of Radianz to BT in April 2005 for £115 million cash, resulting in a loss of £4 million.
2006 Outlook
In
2006, we expect to accelerate revenue growth through our Core Plus investment
programme against a backdrop of favourable market conditions. We are targeting
total revenue growth of around 5%. This includes 2005 acquisitions and a percentage
point of growth from Core Plus and excludes currency effects.
Within operating profit and trading profit, we expect 2006 to benefit from the final £80 million of Fast Forward savings, taking the total to £440 million of annualised savings which we committed to in February 2003. In line with our guidance in July 2005, operating profit and trading profit in 2006 are expected to reduce by £120 million due to investments to drive Core Plus growth and transformation.
Reuters Group PLC Annual Report and Form 20-F 2005 | 15 |
Operating and Financial Review continued
In cash flow, we expect to spend £220 million on capital investment in 2006, up from £178 million in 2005, as we continue to invest in new data centres and step up the level of product development under Core Plus, as well as continuing enhancements to our core services and infrastructure. As part of the £220 million, we expect to capitalise around £80 million of software and development expenditure. This increase will be more than offset by an expected £90 million fall in restructuring spend relating to Fast Forward and Telerate integration.
11 Divisional performance
Overview
We
operate through four business divisions, which are responsible for defining,
building and managing products. They are closely aligned with the user communities
they serve.
The business divisions have profit and loss responsibility. Revenues and trading profit for the two years to 31 December 2005 are analysed by business division in the following sections.
We have equipped our managers to take on greater accountability for divisional performance by introducing Profitability Insight, an activity-based costing (ABC) tool which enables us to allocate and monitor costs by business division, by product, by region and by major customer (see Critical Accounting Policies on page 22). Further information on revenue by division and by geography is included in note 1 of the financial statements on pages 58 to 59.
The software development teams who build and support our products and delivery platforms were integrated into the business divisions in 2005. They work closely with the product management teams and market experts responsible for identifying opportunities and defining product strategy. Shared infrastructure design is provided by an infrastructure team tasked with providing technical coherence, scale efficiencies and compliance with standards.
We face competition in all the market sectors and geographical areas in which we operate. We monitor the competitive landscape actively in order to be able to respond to market developments.
Global Sales and Service Operations (GSSO)
The
business divisions serve customers through our GSSO which is split into geographic
regions: the Americas, Asia, and Europe, Middle East and Africa. In addition,
we run our Focus Group Accounts team as a global sales and support channel
for our largest customers.
Locally, members of our sales and service teams work with customers to build relationships and to identify the correct Reuters products to meet customer needs and to feed back customer needs to the business divisions. Through regular training visits, our customer training specialists work with end-users to ensure they get full value from our products. In addition we provide product, content and technical support by telephone and email from three regional hubs, one based in each principal time zone. We also offer proactive telephone support and remote learning to help users of our premium products get the most out of their service. To increase awareness of the latest developments in our product range, we have a brightspot travelling showcase for Reuters products, visited by over 7,000 customers in 35 cities around the world in 2005.
Content
The
Content group brings together all of Reuters news and data. Within the Content
group, the role of editorial is to cover and edit the news to the highest
standards of accuracy, insight and timeliness. Our 2,300 journalists and photographers
in 189 bureaux file more than two-and-a-half million news items a year to
customers in the form of text, pictures, TV, video and graphics and we publish
news in 19 languages.
Our Data group is responsible for collecting, producing, packaging and delivering an extensive range of financial information from an array of sources such as exchanges, over-the-counter markets, research services and other contributors such as energy and fixed income data providers, as well as from our own news, research and data operations. Our coverage includes data from over 300 exchanges, more than 1.2 million bonds, 250,000 foreign exchange and money market instruments and award-winning commodities and energy content. This is further complemented by data from around 4,000 financial services contributors. In addition, our fundamentals and estimates data is recognised as a leading source of high quality financial information covering over 43,000 companies worldwide. Our acquisition of Telerate brought us additional key content for the fixed income, money, foreign exchange and over-the-counter derivatives markets.
We have content operations in the UK and the US and in 2004 we opened a content operation in Bangalore, India. This now has almost 1,200 employees, most in highly skilled jobs, and continues to grow, enabling us to expand our content coverage to meet growing customer needs as well as achieving operating efficiencies.
Communications networks
Our
high-tier financial and media products are mainly delivered to customers over
secure high-speed communications networks, with internet delivery options
for lower tier products and for consumer services. During 2005, we sold our
network services/financial extranet subsidiary Radianz, a former joint venture
with Equant NV, to BT. At the same time we entered into an eight and a half
year outsourcing deal with BT, as a result of which BT will provide the majority
of our networks. This outsourcing deal will result in the migration of all
products to IP-based services. It will enable us to deliver greater resilience,
capability and flexibility through the use of industry standards.
We have major technical centres in the Asian, European and American time zones, supported by many smaller local data centres. The data centres are linked by communications services provided principally by BT/Radianz (see above) and SAVVIS, Inc. (Savvis).
The services agreements with BT/Radianz and with Savvis are important to our ability to deliver products and services to customers. Summaries of these network services agreements and the Radianz purchase and sale agreements are given on pages 123 and 125.
Our products
Products
are grouped into families, each of which is managed primarily
by one of the business divisions.
11.1 Sales & Trading division
Overview
The
Sales & Trading division focuses
on salespeople and traders who deal in the FX, fixed income, equities, commodities
and energy and related markets.
The Sales & Trading division is responsible for the Reuters Xtra and Reuters Trader families of products:
16 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Reuters Xtra family is targeted at the most sophisticated end-users within the sales, trading and portfolio management functions. It includes cross-asset class, cross-geography information, advanced integrated analytics and electronic trading capabilities. We have now installed more than 100,000 accesses of our Reuters 3000 Xtra product.
Our customers have access to a trading community of around 18,000 foreign exchange and money market traders globally. They can also use Reuters large equities order routing network to gain electronic access to over 200 brokers and exchanges, including their proprietary trading algorithms.
Reuters Trader family is targeted at salespeople and traders who do not need the sophistication and full integration capability offered by the Reuters Xtra family of products, including those who focus on domestic and regional financial instruments. We are working to complete the migration of our customers from older products such as the 2000 and 3000 series to new Reuters Trader products, many of which are browser-based.
Reuters Enterprise Connectivity family offers electronic trading and order routing tools to enable customers to connect their systems to electronic markets. It also includes Reuters Messaging to enable end-users to interact with their peers in the financial community.
Our Sales & Trading information products compete with Bloomberg, Thomson Financial (a division of The Thomson Corporation), Sungard, Telekurs, IDC, and Factset, as well as stock exchanges, plus a number of smaller local and regional competitors which offer information products for the financial markets.
In the electronic trading business we compete with, among others, stock exchanges, particularly in the energy and commodity markets; direct market access providers such as Lava, Liquidnet and Sonic, now owned by banks; order management system providers, which are increasingly adding information and trading capabilities; single bank portals and multi bank portals such as FX All; and other electronic execution venues such as Market Axess, Thomson TradeWeb, EBS, Bloomberg and ICAP.
Financial performance
Sales & Trading division summary operating | |||||
and trading results | 2005 | 2004 | |||
Year to 31 December | £m | £m | |||
Revenue | 1,595 | 1,542 | |||
Operating costs | (1,475 | ) | (1,385 | ) | |
Operating profit | 157 | 175 | |||
Operating margin | 10% | 11% | |||
Trading costs | (1,354 | ) | (1,289 | ) | |
Trading profit | 241 | 253 | |||
Trading margin | 15% | 16% | |||
Reconciliations between the GAAP and non-GAAP measures are provided in section 20 on page 27.
Revenue from Sales & Trading, 66% of our total revenue for the year, was £1,595 million (2004: £1,542 million), up 3% on an actual basis and down 1% on an underlying basis. The incorporation of Telerate revenue accounts for most of the difference between the underlying and actual results.
Reuters Xtra family revenue in Sales & Trading grew by 11% compared to 2004. Reuters 3000 Xtra revenue growth of 18% in 2005 came from a mixture of new business, including the displacement of competing desktops at some of our largest customers, and the migration of customers from legacy products.
Trading capabilities played an important part in the performance of the Reuters Xtra family in 2005. In particular, usage revenue from FX trading over Reuters Dealing was up 10%. As trading between banks and their customers continued to move from phone to screen, Reuters Electronic Trading added 30 new customers in 2005 and saw volumes increase six fold. Our newest transactions products, RTFI and RTFX, continued to build momentum with significant increases in active traders and trading volumes. Reuters Messaging is proving increasingly popular in the credit and fixed income communities, and now has around 60,000 regular users.
In the Reuters Trader family, reductions in legacy positions continue to be the main drag on recurring revenue, although cancellations were mostly of lower value accesses. Migration to Reuters 3000 Xtra and continued growth in new Reuters Trader positions (over 8,200 now installed) ensured that overall revenue retention within Reuters remained high.
Operating costs totalled £1,475 million, up 6%. Within this trading costs totalled £1,354 million, up 5% on an actual basis but flat on an underlying basis compared to 2004, with the incorporation of Telerate costs accounting for the majority of the difference. Fast Forward savings from reduced communications costs under the BT/Radianz agreement were offset by investment in our Core Plus initiatives, notably electronic trading and development and data centre restructuring, as well as service resilience.
Looking forward to 2006, the major revenue drivers in Sales & Trading are expected to be new trading services; continued growth from Reuters 3000 Xtra; Telerate revenue retention; and the deployment of Reuters Trader to reduce attrition and attract new customers. There will be three sources of revenue from electronic trading: transactions-based revenues; recurring revenue from new desktop sales; and per message fees from trades processed through the Reuters Trade Notification Service. Increased Core Plus investment in electronic trading and development transformation will affect Sales & Trading profitability.
11.2 Research & Asset Management division
Overview
The
Research & Asset Management
division focuses
on supporting portfolio managers, wealth managers, brokers, investment bankers
and research analysts who make complex financial decisions outside the core
sales and trading environment.
Research & Asset Management division is responsible for the Reuters Knowledge and Reuters Wealth Manager product families:
Reuters Knowledge family is targeted at the research and advisory business, including investment bankers and analysts, portfolio managers, and others focused on company and industry-specific research. Reuters Knowledge offers an integrated package of public and proprietary fundamental information about companies, plus economic data, as well as markets information, news and other content. It can be integrated with Reuters flagship real time information desktop product, Reuters 3000 Xtra.
Reuters Wealth Manager family is targeted at wealth managers and retail brokers who require products that can be integrated closely into their workflow, helping users manage their clients portfolios better and allowing more time to concentrate on building deeper client relationships. The Reuters Wealth Manager family includes information on a wide range of managed funds provided by our Lipper subsidiary.
Research & Asset Management division also receives a share of revenue from Reuters 3000 Xtra and the Reuters 2000/3000 range of products.
Reuters Group PLC Annual Report and Form 20-F 2005 | 17 |
Operating and Financial review continued
In the Research & Asset Management arena, we compete with Thomson Financial, Factset and Standard and Poors, as well as smaller niche players. Our Lipper funds information business competes with Morningstar and the Micropal unit of Standard & Poors and a number of local domestic players.
Financial performance
Research & Asset Management division summary | |||||
operating and trading results | 2005 | 2004 | |||
Year to 31 December | £m | £m | |||
Revenue | 268 | 262 | |||
Operating costs | (305 | ) | (295 | ) | |
Operating profit | (37 | ) | (16 | ) | |
Operating margin | (14% | ) | (6% | ) | |
Trading costs | (288 | ) | (269 | ) | |
Trading profit | (20 | ) | (7 | ) | |
Trading margin | (7% | ) | (3% | ) | |
Reconciliations between the GAAP and non-GAAP measures are provided in section 20 on page 27.
Revenue from the Research & Asset Management division, 11% of our total revenue for the year, was £268 million, up 2%.
Revenue from the Reuters Xtra and Reuters Trader families included in the Research & Asset Management division grew 5% to £76 million. Our success in making Reuters Knowledge available through Reuters 3000 Xtra and Reuters Trader was the key driver of this growth.
In the Reuters Knowledge family, revenue of £57 million was down 12% at actual rates but up 9% on an underlying basis, excluding disposals. Underlying growth was driven by new sales of Reuters Knowledge and feeds of fundamentals and estimates data. Reuters Knowledge accesses grew by 3,000 over the course of 2005 to 11,000.
In the Reuters Wealth Manager family, revenue of £135 million was up 8% at actual rates and 1% on an underlying basis. Growth in areas such as Lipper, our fund information subsidiary, and Reuters Plus, our US retail equities product, was partly offset by a revenue decline from products such as Reuters Markets Monitor where we decided to withdraw from unprofitable business.
Operating costs totalled £305 million, up 3%. Within this trading costs totalled £288 million, a 7% increase compared to 2004. This increase resulted from investment in Core Plus, particularly development transformation; investment to enhance the performance of Reuters Wealth Manager; and targeted sales campaigns to drive the growth of Reuters Knowledge and Wealth Management products. This investment was partially offset by Fast Forward savings generated by the move of certain content activities to Bangalore.
Looking forward to 2006, revenue growth in Research & Asset Management is expected to be driven by three factors: sales of Reuters Knowledge, both stand-alone and embedded in Reuters 3000 Xtra; improved Lipper content; and demand for new high value content such as the new MasterCard data and EcoWin macro-economic data. This will be more than offset by investment in high value content and product functionality as part of Core Plus.
11.3 Enterprise divisionThe Enterprise division delivers data in a range of formats for use throughout our clients organisations.
Reuters Information Management family provides the enterprise with a range of applications, tools and infrastructure components to manage financial content in real time across the customer trading environment with a high degree of scalability and resilience. Our flagship product in this product family is Reuters Market Data System (RMDS).
Reuters Enterprise Information family includes real time datafeeds, which companies use to power systems such as algorithmic trading and portfolio management, and reference data often used for compliance and portfolio pricing purposes, including end-of-day and intra-day instrument prices, corporate actions, price histories and terms and conditions.
Reuters Trade and Risk Management family consists of products to help manage trading positions and credit extension, make trading decisions, keep track of P&Ls and control risk.
Several stock exchanges compete with our real time datafeed business by providing low-latency real time feeds of their data direct to banks and financial institutions. In addition, feedhandlers and application-programmable interface developers such as Wombat, Infodyne and Hyperfeed compete with Reuters in the market data delivery arena. Our end of day enterprise information offerings compete primarily with Bloomberg, Telekurs, and IDC. Competitors in the supply of risk products and market data systems or related components include Algorithmics, Murex, Summit Systems, Sungard Data Systems, Misys, IBM, TSI, GL TRADE and a large number of smaller firms.
Financial performance
Enterprise division summary operating | |||||
and trading results | 2005 | 2004 | |||
Year to 31 December | £m | £m | |||
Revenue | 393 | 391 | |||
Operating costs | (325 | ) | (365 | ) | |
Operating profit | 76 | 31 | |||
Operating margin | 20% | 8% | |||
Trading costs | (298 | ) | (328 | ) | |
Trading profit | 95 | 63 | |||
Trading margin | 24% | 16% | |||
Reconciliations between the GAAP and non-GAAP measures are provided in section 20 on page 27.
Revenue from the Enterprise division, 16% of our total revenue, was £393 million, up 1% for the year. This was driven by strong growth in Reuters Enterprise Information, partly offset by declines in outright revenue from Reuters Information Management.
Reuters Enterprise Information, which accounts for 52% of the Enterprise divisions revenue, saw revenue rise by 11% to £203 million. Real time datafeed revenue grew 4% and Reuters DataScope revenue grew 36%, driven by increased demand for machine-readable real time and historical data to power an increasingly wide range of customer applications. Looking ahead to 2006, we expect increased customer demand for machine-readable content in standardised formats.
Revenue in Reuters Information Management, 28% of divisional revenue, was down 14% to £108 million. Growth in recurring revenue from RMDS, primarily maintenance, was more than offset by a fall in outright revenue. This fall was driven by our continued withdrawal from technology consulting as part of the Fast Forward programme, the impact of moving to desktop-based solutions at smaller sites and the fact that the majority of customers have already migrated from legacy platforms onto RMDS. With the RMDS upgrade programme drawing to a successful close and a standard platform now largely in place, the focus in 2006 will shift to marketing new products such as
18 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Reuters Wireless Delivery Service (to support trader mobility) and Reuters Tick Capture Engine (which collects trading history to support increasing regulatory requirements and complex trading analytics). We will also expand our third party developers programme to encourage development of applications on RMDS.
Reuters Trade and Risk Management, 20% of divisional revenue, saw revenues rise by 1% to £82 million, helped by price increases during the year and steady growth in Asia, including significant new sales with leading banks in China. Total outright revenue in 2005 of £36 million represented a 4% decrease over 2004, partly driven by the longer sales-to-revenue cycle associated with larger client deals. After a strong fourth quarter in 2005, prospects for 2006 in Trade and Risk Management are encouraging.
Operating costs totalled £325 million, down 11%. Within this, trading costs totalled £298 million, a drop of 9% compared to 2004. Fast Forward savings from scaling back dedicated technology consulting groups, following the decision to exit this business, were partially offset by investment in Core Plus growth initiatives including the 10 year Reuters Tick History database.
During 2006, we will continue to market the New Enterprise Approach launched as part of Core Plus. It groups Enterprise products together to create workflow solutions for customers, and will focus initially on portfolio valuation and algorithmic trading.
11.4 Media divisionReuters Text and Visuals products provide newspapers and magazines, news and information websites and TV channels with comprehensive, accurate and immediate text and broadcast news, video and photographic coverage. In 2005, we acquired Action Images, a specialist sports photography agency, to enable us to expand our global pictures business.
Reuters Consumer products target business professionals and individual investors with fast, accurate news and financial data, enabling them to stay informed about world events, manage their financial portfolios and perform better professionally.
Factiva, our 50% owned joint venture with Dow Jones, provides a broad range of global news and a deep historical archive of business information which client organisations can integrate into their business applications and intranet portals. Around 70% of Factivas revenue is derived from sources outside the financial services sector.
Our main competitors in the supply of news to the media are Associated Press, Agence France Presse, Dow Jones and Bloomberg News. In the direct-to-consumer market, Reuters competes with a variety of local and global providers including the BBCs websites and Yahoo! Finance.
Financial performance
Media division summary operating and trading results | 2005 | 2004 | |||
Year to 31 December | £m | £m | |||
Revenue | 153 | 144 | |||
Operating costs | (146 | ) | (142 | ) | |
Operating profit | 11 | 4 | |||
Operating margin | 7 | % | 3 | % | |
Trading costs | (135 | ) | (127 | ) | |
Trading profit | 18 | 17 | |||
Trading margin | 12 | % | 12 | % | |
Reconciliations between the GAAP and non-GAAP measures are provided in section 20 on page 27.
Revenue from the Media division, 7% of our total revenue, totalled £153 million, up 7% year-on-year.
Agency revenues grew 6% to £133 million, driven by a good performance from TV, including the successful launch of a Middle East service, continued strength in our Pictures business and new contractual arrangements with Factiva.
Consumer services revenues grew 12% to £20 million, reflecting a successful move away from syndication of news to other websites and towards promotion of direct to consumer platforms, such as reuters.com. Advertising revenues from online and signage platforms continued to grow rapidly, attracting high quality brands as diverse as Diet Coke, GE and Fidelity.
In January 2006 our 24 hour TV news channel for India in collaboration with The Times of India, TIMES NOW, went live. It represents an attractive investment in its own right and a strong branding opportunity from which to launch services to Indias growing urban, affluent audience.
Operating costs totalled £146 million, up 3%. Within this trading costs totalled £135 million, a 7% increase compared to 2004. Key cost drivers included expansion of news coverage to new regions and Core Plus investment in consumer services. These were partially offset by a reduction in data content costs with the move of activities to Bangalore as part of Fast Forward.
In 2006, the Media division is looking forward to continued strong revenue performance. We expect opportunities to grow our video news products and expand our Pictures business on the back of our recent acquisition of Action Images sports photography. The consumer services business expects strong growth in online advertising from its US, UK and Japanese markets. Profitability will be influenced by higher levels of investment in consumer editorial and marketing teams, and in developing online, mobile and ipTV distribution capabilities.
11.5 Instinet Group
Instinet Group review
Reuters Group PLC Annual Report and Form 20-F 2005 | 19 |
Operating and Financial Review continued
A key driver of Instinet Groups business was average daily trading volume in the US securities markets, which increased in 2005 over 2004 levels.
A significant portion of securities traded in Instinet Groups business were NASDAQ-listed securities. Average daily trading volume in NASDAQ-listed stocks, which decreased slightly by 0.8% for the three quarters to September 2005 compared to the full year 2004. Average daily trading volume in US exchange-listed stocks has increased over the same time period by 7.1%, continuing the trend of the past five years.
Overall market share for INET, the electronic marketplace, had increased slightly to 13.5% of total US market share volume by September 2005 from 13.4% in 2004. Overall market share for Instinet, the institutional broker, decreased to 2.6% of total US equity trading volume to 30 September 2005 compared to 2.7% in 2004.
The volatility in market share reflected the intense competitive environment within the brokerage business, which has resulted in price reductions since 2001. In September 2001, INET reduced average prices by 11% with a new pricing schedule for US broker-dealer customers. In March 2002, INET began offering broker-dealer rebates. In October 2003, it reduced pricing for routing orders in Nasdaq-listed stocks to other trading venues through its automated smart order-routing system by 37% and introduced tiered pricing, offering lower prices to customers based on volume levels. In October 2004, INET introduced a new pricing schedule for transactions in US exchange-listed stocks. In January 2005, INET announced that it would share up to 50% of its market data revenue for certain American Stock Exchange transactions.
Instinet also operated in a highly competitive environment. Traditional brokerages were also severely impacted by tighter spreads, smaller commissions, the decrease of NASDAQ market making and diminished investment banking fee revenues, which compelled them to spend more time looking for additional profit-generating opportunities. This led traditional brokerage firms to increase their focus on offering algorithmic trading, program trading and direct market access to institutional customers and resulting in their directly competing with Instinet in price and technology to provide these services to customers. As a result, customers had become more demanding and cost conscious. Instinet pricing for US equities, measured in cents per share, declined 21.0% to 30 September in 2005, and 2.6% in 2004, and pricing for non-US equities, measured as a percentage of the total consideration of the trade, declined 12.5% to 30 September 2005 and 5.4% in 2004.
Supporting financial information
12 Management of risks
The
Board has adopted a process for identifying, evaluating and managing significant
risks faced by the Group. It has reviewed its effectiveness and, in doing
so, has taken note of the Guidance on Internal Control (the Turnbull Guidance)
contained in the Combined Code as updated by the version published by the
Financial Reporting Council on 13 October 2005. The control system includes:
• | objective setting, risk assessment and monitoring of performance at both strategic and business unit levels though a process known within the Group as mission analysis; |
• | the use of balanced scorecards to track performance against targets relating to the financial, business, people and customer aspects of the Groups business; |
• | written policies and control procedures; |
• | monthly reporting to the Board and senior management which, amongst other things, tracks performance against the annual budget; |
• | systems to communicate rapidly to appropriate managers incidents requiring immediate attention; and |
• | regular review meetings by the CEO and CFO with each GMC member which cover the performance, risks and controls for which the GMC member is responsible. |
Two committees (the Audit Committee and the Disclosure Committee) are involved in the risk management process, together with a programme of internal audits. Internal auditors independently review the controls in place to manage significant risks and report to the Audit Committee twice a year. The Audit Committee reviews the assurance procedures annually, including compliance controls, and reports its findings to the Board.
The process and the component parts of the risk management framework are more fully described in Risk Management, Internal Controls and Disclosure Controls and Procedures on page 37.
Further information on financial risks is contained in the financial statements within note 17 on page 73 to 81.
13
Pending transactions
There
are no material pending transactions.
14
Treasury policies
Reuters
treasury function is a cost rather than profit centre. All treasury activity
takes place within a formal control framework under policies approved by the
Board. As such, all transactions which are undertaken are designed to mitigate
risk within the business or to secure committed funding. At no time are speculative
transactions or transactions without an underlying commercial rationale undertaken.
The key objectives of the treasury function are to ensure sufficient liquidity exists to meet funding needs and to manage the interest rate and currency risks arising from the Groups operations and its sources of finance.
Financing
We
finance our operations by a mixture of cash flows from operations, short-term
borrowings from banks and commercial paper markets, backed up as required
by committed bank facilities and finance from capital markets. We manage our
net fund position and interest costs to support our continued access to the
full range of debt capital
20 | Reuters Group PLC Annual Report and Form 20-F 2005 |
markets. We expect to be able to finance our current business plans from ongoing operations and our external facilities.
Net cash flows are applied to reduce debt, placed in short-term investments with financial institutions holding strong credit ratings or used to repurchase the companys own shares as part of an announced programme to enhance shareholder returns. The latter is subject to our intention to maintain an investment grade credit rating in the longer term. During 2005, £223 million was applied to market purchases of the companys own shares (for information about the companys share repurchases, see page 31). As at 31 December 2005, the Group held net funds of £253 million.
Reuters is rated by the three principal rating agencies. As at 31 December 2005, our long- and short-term ratings were Fitch A/F1, Moodys A3/P-2 and Standard and Poors A-/A-2.
We borrow in various currencies, at both fixed and floating rates, and use derivative contracts to create the desired currency and interest rate basis. The conversion of net investments in foreign operations into the Groups reporting currency of sterling creates translation exposure. To mitigate this effect, to the extent that the Group has core debt it will be held in currencies approximately proportionate to the currency profile of the Groups net assets.
In broad terms, using the average net funds position, a 1% increase in global interest rates would have reduced profit before tax in the year by approximately £2 million (2004: £2 million) before the impact of hedging.
Syndicated credit facility
In
April 2003, we entered into a committed syndicated credit facility for £1
billion. Subsequently £520 million of the facility has expired or been
voluntarily cancelled. At 31 December 2005, we had available £480 million
under the facility. The facility was undrawn during 2005. The commitment expires,
and any final repayment is due, in April 2008.
The facility is on customary terms and conditions. Drawings under the facility may be made in sterling, euros or other currencies agreed at the time and bear interest at LIBOR plus a margin, variable according to the long-term credit rating of the company. The facility cross-defaults upon default by Reuters in payment or acceleration of any other borrowings in excess of £20 million. The facility contains two financial covenants (as calculated in accordance with UK GAAP): that Reuters operating profit before interest, tax and amortisation (subject to certain adjustments) should be greater than 2.75 times net finance charges and that Reuters net borrowings should not be greater than 3.50 times Reuters operating profit before depreciation and amortisation (subject to certain adjustments). As at 31 December 2005, we complied with these covenants.
Bilateral loan facilities
At
the same time as the syndicated credit facility was arranged, committed bilateral
facilities of £90 million were put in place on similar terms. Subsequently
£66 million of the amount available has expired or been voluntarily cancelled.
At 31 December 2005, we had available £24 million. No loans were outstanding
under this facility during 2005.
Euro Commercial Paper Programme
A
£1.5 billion Euro Commercial Paper Programme is available in respect
of which Reuters had no outstanding obligations at 31 December 2005. The minimum
outstanding during 2005 was nil and the maximum was £259 million.
The programme is on customary terms and conditions, including a condition that the company should not be in default on any other
debt or similar obligation. Issues are only made to the extent that funds can be repaid from committed financing facilities or available Group cash. The programme has no final maturity date, contains no financial covenants and there is no requirement to update the programme documentation. Debt is issued at market rates agreed between the issuer and the dealer.
Euro Medium Term Note Programme
We
also have available a £1 billion Medium Term Note Programme. At 31 December
2005, we had outstanding obligations of £369 million under the programme,
repayable at various dates up to November 2010 including a 500
million (£344 million) public bond, issued in November 2003 and maturing
in November 2010. The minimum outstanding during 2005 was £369 million
and the maximum was £428 million.
The programme is on customary terms and conditions. The programme has no final maturity date but the prospectus, containing financial information, is updated each year to allow issuance to continue. Debt is issued at market rates agreed between the issuer and the dealer. The programme documentation contains no financial covenants and notes in issue have no cross-default provision.
Short-term uncommitted facilities
In
addition, we have short-term uncommitted bank borrowing facilities denominated
in various currencies, the sterling equivalent of which was approximately
£164 million. At 31 December 2005, £25 million of the facilities
were utilised in the form of bank overdrafts.
Contractual financial obligations
The
following table summarises the Groups principal contractual financial
obligations at 31 December 2005, certain of which are described in the consolidated
financial statements and notes. The Group expects to be able to fund such
obligations from ongoing operations and its external facilities. Additionally,
while not contractual commitments, we announced in July 2005 our Core Plus
strategy, which will impact future cash flows. These included strengthen
it initiatives totalling £170 million to 2008 (£26 million
was incurred in 2005), grow it initiatives with a net impact on
profit of £85 million to 2007 (£15 million impacted in 2005), and
capital expenditure plans in 2006 of £220 million.
Payments due by period | ||||||||||
Less than | 1-3 | 3-5 | After 5 | |||||||
Contractual obligations | Total | 1 year | years | years | years | |||||
at 31 December 2005 | £m | £m | £m | £m | £m | |||||
Finance lease payables | 2 | 1 | 1 | | | |||||
Debt obligations | ||||||||||
(including future | ||||||||||
interest payments) | 653 | 92 | 105 | 456 | | |||||
Pension obligations* | 317 | 47 | 50 | 47 | 173 | |||||
Other long-term liabilities** | 53 | | 34 | 12 | 7 | |||||
Operating leases | 673 | 79 | 137 | 105 | 352 | |||||
Purchase obligations | 1,394 | 132 | 231 | 441 | 590 | |||||
Total contractual | ||||||||||
obligations | 3,092 | 351 | 558 | 1,061 | 1,122 | |||||
* | Pension obligations are recorded on the balance sheet at £317 million. As there is some discretion under the various schemes as to the amounts the Group will contribute to settlement of the net pension obligation, the amounts provided are estimates. |
** | Non-current provisions (excluding net pension obligations) recorded on the balance sheet total £75 million. Of this, £53 million are financial liabilities that require settlement in cash. Additionally, the balance sheet contains a deferred tax liability of £66 million. No estimate has been provided for deferred tax in the table above as it is not a contractually obligated financial liability. |
The most significant purchase obligation entered into during the year related to BT/Radianz becoming our supplier of network services over the next eight and a half years.
Reuters Group PLC Annual Report and Form 20-F 2005 | 21 |
Operating and Financial Review continued
Foreign exchange
Almost 90% of Group revenue is denominated in non-sterling currencies. The Group also has significant costs denominated in foreign currencies with a somewhat different mix from revenue. In
some cases, product pricing is denominated in a currency which is not the functional currency of the provider of services or the Reuters customer which gives rise to embedded derivatives, for which movements in value are recognised within the other
income line as part of operating profit. Group profits are therefore exposed to currency fluctuations. The approximate proportions of operating profit excluding profits on disposals received in each key currency group were as follows:
Group operating profit excluding profits | |||||
on diposals by currency | 2005 | 2004 | |||
Year to 31 December | % | % | |||
Euro | 171 | 173 | |||
US dollar | (10 | ) | (13 | ) | |
Japanese yen | 39 | 36 | |||
Sterling | (98 | ) | (134 | ) | |
Other | (2 | ) | 38 | ||
Total | 100 | 100 | |||
Sterling costs exceeded sterling revenue due to the level of restructuring costs and UK-based marketing, development, operational and central services costs.
In broad terms, using the 2005 mix of profits, the impact of an additional unilateral 1% strengthening of sterling would have been a reduction of approximately £4 million in operating profits (2004: £5 million).
Exchange rate movements in 2005 had a £1 million net positive impact on operating profit.
Operating | Operating | ||||||
Revenue | cost | profit | |||||
Currency impact | £m | £m | £m | ||||
Impact of: | |||||||
Weaker dollar | (7 | ) | 7 | | |||
Stronger euro | 5 | (2 | ) | 3 | |||
Other currencies | | (1 | ) | (1 | ) | ||
Exchange rate movements | (2 | ) | 4 | 2 | |||
Change in currency mix | 6 | (7 | ) | (1 | ) | ||
Total currency movements | 4 | (3 | ) | 1 | |||
The annual average rates for the dollar and the euro were 1.83 and 1.46 respectively (2004: 1.82 and 1.47 respectively).
No unremitted profits are hedged with foreign exchange contracts as we judge it inappropriate to hedge non-cash flow translation exposure with cash-based instruments.
Forward foreign exchange contracts, currency options and foreign exchange swaps are used to manage, where appropriate, the effects of transaction exposure and certain intercompany transactions which impact Group profits. Transaction exposure occurs when, as a result of trading activities, an entity receives or expends cash in a currency different to its functional currency.
15 Critical accounting policies
Group
accounting policies comply with IFRS. These policies and associated estimation
techniques and judgements have been reviewed by management and discussed with
the Audit Committee, who have confirmed they are the most appropriate for
the preparation of the 2005 financial statements.
Adoption of International Financial Reporting Standards
Prior
to 2005, the Group prepared its audited annual financial statements under
UK GAAP. For the year ended 31 December 2005, the Group is required to prepare
its annual consolidated financial statements in accordance with IFRS and IFRIC
interpretations as adopted by the EU and those parts of the Companies Act
1985 applicable to companies reporting under IFRS. The financial statements
take account of the requirements and options in IFRS 1 First-time Adoption
of International Financial Reporting Standards as they relate to the
2004 comparatives included herein.
IFRS 1 sets out the transition rules which must be applied when IFRS is adopted for the first time. As a result, certain of the requirements and options in IFRS 1 may result in a different application of accounting policies in the 2004 restated information from that which would apply if the 2004 financial statements were prepared using full retrospective adoption of IFRS. The standard sets out certain mandatory exceptions to retrospective application and certain optional exemptions.
Detailed disclosure on the mandatory exceptions applicable to the Group and the optional exemptions taken are provided within the financial statements on page 52 and pages 101 to 103.
Previously the financial statements were prepared in accordance with UK GAAP. To provide an indication of the impact of IFRS from the previously reported UK GAAP, reconciliations of the net profit and equity for 2004 are shown in note 40 on pages 101 to 103.
Accounting policies involving management judgement
In
preparing these financial statements, management has made its best estimates
and judgements of certain amounts included in the financial statements. The
areas discussed below are considered to be the most critical. The Group accounting
policies underpinning the financial statements are outlined on pages 52 to
57, which also include reference to the areas of judgement within the accounting
policies.
The impairment of property, plant and equipment, non-current assets held for sale and intangible assets (including goodwill)
Under
IFRS, impairment is measured by comparing the carrying value of an asset or
cash generating unit to its recoverable amount. Recoverable amount is defined
as the higher of its fair value less costs to sell and its value in
use. These comparisons require subjective judgements and estimates to
be made by management with regard to projected future cash flows of income-generating
units or the amounts that could be obtained from the sale of investments.
Note 13 of the financial statements on pages 67 to 68 outlines the key assumptions. Management has determined that no impairments are required for 2005 (2004: £18 million).
Intangible assets
Expenditure
related to the development of new products or capabilities that is incurred
between establishing technical feasibility and the asset becoming income-generating,
is capitalised where it meets the criteria outlined in IAS 38 (Intangible
Assets). Such assets are then systematically amortised over their useful
economic life (normally between three and five years). Additionally, the costs
of acquiring software licences and costs incurred in bringing software into
use are capitalised, and amortised over the expected life of the licence (normally
five years).
There is judgement involved in determining an appropriate framework to consider which expenditure requires capitalisation and which should be expensed. Amounts capitalised in 2005 for development and software total £40 million (2004: £26 million).
22 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Defined
benefit pension plans
The Group operates
a number of defined benefit plans, some of which also include post-retirement
medical benefits. For material schemes, their valuation is determined by independent
actuaries. These valuations require assumptions to be made in respect of future
income levels, expected mortality, inflation, the long-term rate of return
on the scheme assets, rate of increase in social security costs and medical
cost trends, expected mortality, along with the discount rate used to convert
the future cash flows into a present value. These assumptions are reviewed
annually.
The amounts recorded in the annual charge (service cost and interest cost offset by the expected return on assets) are sensitive to changes in these assumptions. Actuarial gains and losses are recognised fully in the Statement of Recognised Income and Expense.
Note 25 on pages 84 to 87 provides further details of the annual charges (£30 million) and the net outstanding pension obligation (£310 million), quantification of the underlying assumptions and an estimate of the impact on the financial statements to changes in the most critical assumptions.
Share-based
payments and long-term incentive plans (LTIP)
IFRS 2 (Share-based
payments), which we have elected to apply only to share awards granted after
7 November 2002 which have not vested by 1 January 2005, recognises that options
represent an element of remuneration for services provided by employees and
should be reflected as a charge against profit. The charge, which is spread
over the vesting period of the award, is the fair value of the award at grant
date and is calculated using an option pricing model.
A combination of Black Scholes and Monte Carlo simulation models has been used to calculate the fair values of awards. The use of these models requires management to make a number of assumptions including expected life of the options, expected dividends for the life of the option and historic volatility of Reuters shares. Management has considered historical data and made use of best practices in making these assumptions.
The total cost of share schemes in 2005 was £30 million (2004: £22 million). For additional information concerning the long-term incentive plan (LTIP), see Equity incentive plans LTIP on page 41 and note 33 on page 93.
Provisions
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 2005 Fast Forward restructuring charges, which cover primarily severances and leasehold properties. For severance provisions, the provision is only recognised where employees have a valid expectation, or have already been told, of their redundancy. 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 Reuters. A judgement has also been made in respect of the discount factor, based on a risk-free rate, which is applied to the rent shortfalls.
Additionally, the Group is subject to certain legal claims and actions (refer to note 35 on page 97). Provision for specific claims or actions are only made when the outcome is considered probable that there
will be a future outflow of funds, and/or providing for any associated legal costs. The level of any provision is inevitably an area of management judgement given that the outcome of litigation is difficult to predict.
Other provisions are held where the recoverability of amounts is uncertain, where the actual outcome may differ from the resulting estimates.
Segment
reporting
The Groups
primary segmental reporting is by business division. The Group operates through
four business divisions: Sales & Trading, Research & Asset Management,
Enterprise, and Media. In order to report segmental results, it is necessary
to determine a methodology to allocate revenues, costs, assets and liabilities
to those segments.
Each division is responsible for specific products revenues, except for the Reuters 2000/3000 range of products and Reuters 3000 Xtra. Revenues for these shared products are attributed to either the Sales & Trading division or the Research & Asset Management division, by reference to the nature of the customer taking the product. This is determined on a client-by-client basis.
Where costs relate to a specific division, they are mapped directly to that division. Where costs are shared, ABC techniques are used to split these costs between divisions. The Reuters ABC tool (known as Profitability Insight) allocates shared costs to business activities, which in turn are attributed to products, and therefore divisions, using different drivers of cost. These cost drivers (e.g. the number of helpdesk calls received or the number of installed accesses) are derived from a variety of underlying source systems. Judgement has been applied in determining these cost drivers and the resulting allocation of costs.
Assets and liabilities are attributed to business divisions using methodologies consistent with those applied to revenue and costs. Assets and liabilities are segmented to the extent that they relate to the operating activities of the divisions. Assets and liabilities related to financing activities, including cash balances, are not segmented.
Divisional results could alter with the application of other allocation approaches and as improvements to the Profitability Insight model are made.
Taxation
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 originally recorded, such differences will affect the tax provisions
in the period in which such determination is made.
Under IFRS and US accounting standards, in assessing which deferred tax assets to record on the balance sheet, management has made subjective judgements over the projected future profitability of certain legal entities.
16
US GAAP
A reconciliation
of net income under IFRS and US GAAP is set out on page 107. A discussion
of the relevant US accounting policies which differ materially from IFRS is
given on pages 104 to 108 in the Summary of differences between IFRS
(as adopted by the EU) and US GAAP. Details of recent US GAAP accounting pronouncements
are given on page 108.
Reuters Group PLC Annual Report and Form 20-F 2005 | 23 |
Operating and Financial Review continued
17
Off-balance sheet arrangements
The Group does not
have any off-balance sheet arrangements, as defined by the SEC that have, or
are reasonably likely to have, a current or future effect on the Groups
financial position or results of operations material to investors.
Reuters
may not be able to realise the anticipated benefits of the transformation initiatives
undertaken through the Fast Forward programme and the Core Plus growth strategy
The Fast Forward
programme included streamlining the way information is delivered, offering a
simpler and segmented product line, rationalising the non-core elements of the
business, reshaping the cost base and reinvigorating the company culture. The
Core Plus growth strategy includes investing in new revenue initiatives, product
development rationalisation and data centre rationalisation. There can be no
assurance of achievement of these objectives or of the exact timing or extent
to which the anticipated benefits of the Fast Forward programme or Core Plus
growth strategy will be realised.
Unfavourable
conditions in financial markets may have a significant adverse effect on the
Groups business
The Groups
business is dependent upon the health of the financial markets and the participants
in those markets. The Groups trading products are dependent on the level
of activity in those markets. If these conditions were to worsen or in the event
of significant trading market disruptions or suspensions there could be adverse
effects on the Groups business. In addition, the Groups business
could be adversely affected by further consolidations among clients and competitors.
Currency
fluctuations and interest rate fluctuations may have a significant impact on
the Groups reported revenue and earnings
The Group reports
results in pounds sterling but receives revenue and incurs expenses in more
than 70 currencies and is thereby exposed to the impact of fluctuations in currency
rates. Currency movements resulted in a small positive impact on the Group operating
profit in 2005. A strengthening of sterling from current levels, especially
in relation to other currencies in which the Group derives significant revenues
or holds significant assets such as the euro or the US dollar, could adversely
affect results in future periods. To the extent that these currency exposures
are not hedged, exchange rate movements may cause fluctuations in the Groups
consolidated financial statements. In addition, an increase in interest rates
from current levels could adversely affect the Groups results in future
periods.
The
Group may experience difficulties or delays in developing or responding to new
customer demands or launching new products
The Groups
business environment is characterised by rapid technological change, changing
and increasingly sophisticated customer demands and evolving industry standards.
If the Group is unable to anticipate and respond to the demand for new services,
products and technologies on a timely and cost-effective basis and to respond
and adapt to technological advancements and changing standards, its business
may be adversely affected.
In addition, the Group may delay or halt the launch of new products and services; its existing products and services may cease to be attractive to customers; and new products and services that the Group may develop and introduce may not achieve market acceptance. In the event any of the foregoing occurs, the Groups financial results could be adversely affected.
The
Group is dependent on third parties for the provision of certain network and
other services
The Group has outsourced
the day-to-day operation of most of its networks to BT/Radianz, which also provides
network services to companies in addition to the Group. In connection with the
2001 acquisition of certain businesses and assets of Bridge Information Services
(Bridge), Reuters entered into a network services agreement with Savvis which
was the primary provider of network services to Bridge. In addition, Savvis
had a network services agreement with Telerate which Reuters acquired in its
acquisition of Telerate. Failure or inability of any third party that provides
significant services to the Group, such as BT/Radianz or Savvis, to perform
its obligations could adversely affect the Groups financial results.
The
Groups business may be adversely affected if its networks or systems experience
any significant failures or interruptions or cannot accommodate increased traffic
The Groups
business is dependent on the ability to rapidly handle substantial quantities
of data and transactions on its computer-based networks and systems and those
of BT/Radianz, Savvis and others. Any significant failure or interruption of
such systems, including terrorist activities, could have a material adverse
effect on its business and results of its operations. The continuing increase
in the update rates of market data may impact product and network performance
from time to time. Factors that have significantly increased the market data
update rates include: the emergence of proprietary data feeds from other markets;
high market volatility; decimalisation; reductions in trade sizes resulting
in more transactions; new derivative instruments; increased automatically-generated
algorithmic and program trading; market fragmentation resulting in an increased
number of trading venues; and multiple listings of options and other securities.
While the Group has implemented a number of capacity management initiatives,
there can be no assurance that the Group and its network providers will be able
to accommodate accelerated growth of peak traffic volumes or avoid other failures
or interruptions.
The
Group is exposed to a decline in the valuation of companies in which it has
invested
The Group has entered
into joint ventures with, and made strategic investments in, a number of companies
and intends to continue to do so. The value of Reuters interests in these companies
is dependent on, among other things, the performance of these companies generally,
whether such performance meets investors expectations, and external market
and economic conditions. The Group has limited ability to influence the management
or performance of these companies.
24 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Significant
competition or structural changes in the financial information and trading
industries could adversely affect the Groups business
The Group faces
significant competition in the financial information and trading industries.
The availability of public internet technology reduces barriers to entry and
increases the availability of trading venues, resulting in more commoditised
data and less valuable data, less effective control over intellectual property
and reduced revenues. Many of the financial markets which the Group serves
are undergoing or may undergo structural changes as a result of competition,
regulation or otherwise. If the Group is unable to cope effectively with increased
competitive pressure or structural changes arising from the above or any other
factors, its financial results could be adversely affected.
The
Group may be exposed to adverse governmental action in countries where Reuters
conducts reporting activities
As the worlds
largest news and information company, the Group may suffer discriminatory
tariffs or other forms of adverse government intervention due to the nature
of its editorial and other reporting activities.
The
Group may not be able to realise the anticipated benefits of existing or future
acquisitions or disposals
To achieve its
strategic objectives, the Group has acquired, invested in and/or disposed
of, and in the future may seek to acquire, invest in and/or dispose of various
companies and businesses. No assurance can be given that the Group will realise,
when anticipated or at all, the benefits it expects as a result of any acquisition,
investment or disposal. Achieving the benefits of acquisitions and investments
will depend on many factors, including the successful and timely integration,
and in some cases the consolidation of products, technology, operations and
administrative functions, of companies that have previously operated separately.
Considering the technical and complex nature of the Groups products
and services, these integration efforts may be difficult and time-consuming.
Achieving benefits of disposals will likewise depend on many factors, including
realisation of appropriate value, successful separation of the businesses
and operations and management of related costs, and achievement of any benefits
sought in connection with the transaction.
The
Group may identify issues with controls over financial reporting, including
as a result of the implementation project to achieve compliance with the Sarbanes
Oxley Act, section 404
Reuters will be
required to comply with section 404 of the US Sarbanes-Oxley Act of 2002 (the
Sarbanes-Oxley Act) next year. This requires that companies evaluate and report
on their systems of internal control over financial reporting. In addition,
the Groups independent auditors must report on managements evaluation
of those controls. The Group began working on necessary activities in 2003
and is in the process of documenting and testing its systems of internal controls
over financial reporting to provide the basis for its certification. During
this process, the Group may identify deficiencies in its system of internal
controls over financial reporting that may require remediation. At this stage,
due to the ongoing evaluation and testing of the Groups internal controls,
there can be no assurance that any such deficiencies identified may not be
significant deficiencies or material weaknesses that would require remediation.
The Group complies with other elements of the Act that are already in force.
The
Group operates in an increasingly litigious environment
The Groups
business involves a number of areas of technology, including certain business
methods. This, combined with the recent proliferation of so-called business
method patents issuing from the US Patent Office, and the increasingly
litigious environment that surrounds patents in general, increases the possibility
that a member of the Group could be sued for patent infringement. If such
an infringement suit were
successful, it is possible that the infringing product would be enjoined by court order and removed from the market, in addition to the legal fees that would be incurred defending such a claim. Any settlement of such a claim could also involve a significant sum.
19
Definition of key financial performance measures
The Group measures
its financial performance by reference to revenue and profit, operating margin,
EPS, cash flow and net funds.
To supplement IFRS measures, the Group undertakes further analysis to break these measures out into their component parts, which results in the creation of certain measures which differ from the IFRS headline indicators (non-GAAP measures). The rationale for this analysis is outlined below, and reconciliations of the non-GAAP measures to IFRS measures are included within the review of results. These measures are used by management to assess the performance of the business and should be seen as complementary to, rather than replacements for, reported statutory results.
Underlying
results
Period-on-period
change in Reuters is measured in overall terms (i.e. actual reported results
under IFRS) and sometimes in underlying terms. Underlying change is calculated
by excluding the impact of currency fluctuations and the results of acquisitions
and disposals, as these are factors that are not on a like-for-like basis
between periods. This enables comparison of Reuters operating results on a
like-for-like basis between periods.
• | Variations in currency exchange rates impact the results because Reuters generates revenues and incurs costs in currencies other than its reporting currency. Year-on-year, currency exchange rate movements will influence reported numbers to a greater or lesser extent, and therefore they are discussed separately from underlying results to make clear their impact on the overall growth or decline in operations. Underlying results are calculated by restating the prior periods results using the current periods exchange rates. This also reflects the variables over which management has control, as business units do not manage currency exposure, and business division operating performance is managed against targets set on a constant currency basis. Currency exposure is described in section 14 Treasury Policies on pages 20 to 21. |
• | Underlying results are calculated excluding the results of entities acquired or disposed of during the current or prior periods from the results of each period under review. Underlying results reflect the operating results of the ongoing elements of each business division, and measure the performance of management against variables over which they have control, without the year-on-year impact of a step change in revenue and costs that can result from acquisition or disposal activity. |
Exclusion
of restructuring charges
Reuters results
are reviewed before and after the costs of Reuters business transformation
plan (which includes the Fast Forward programme) and acquisition integration
charges.
Under the Fast Forward programme, Reuters incurred restructuring charges relating primarily to headcount reduction and rationalisation of the Groups property portfolio. Fast Forward is a three year programme implemented to accelerate and expand on Reuters five year business transformation plan which was launched in 2001; the programme completed in 2005, as originally envisaged (refer to page 8 for discussion of the programme).
The Fast Forward programme was centrally managed, and its
Reuters Group PLC Annual Report and Form 20-F 2005 | 25 |
Operating and Financial Review continued
performance against targets was evaluated separately from the ongoing Reuters business. Fast Forward restructuring charges are therefore excluded from certain profit and margin measures.
Acquisition integration costs are one-off charges associated with transaction activity which do not recur. As described above, the charges in respect of acquisition activity are excluded to enable better like-for-like comparison between periods.
Because of their time-limited and defined nature, Reuters believes that presenting these measures, both including and excluding restructuring charges, gives investors a more detailed insight into the performance of management and the business. In addition, Reuters management uses both measures to assess the performance of management and the business.
Exclusion of amortisation and impairment of intangibles acquired in a business combination, investment income, profit/(losses) from disposals, and fair value movements
For
certain cost, profit, margin and EPS measures, Reuters analyses its results
both before and after the impact of restructuring charges, amortisation and
impairments of intangibles acquired in a business combination, investment
income, profits and losses from disposals, and fair value movements. The adjusted
measures are referred to as Trading Profit, Trading Costs
and Trading Margin. The rationale for isolating restructuring
charges is explained above.
Amortisation and impairment of intangibles acquired in a business combination, investment income and profit/(losses) from disposals
Reuters isolates the impact of income and charges in respect of its investments. Income and charges from investments relate to impairments of goodwill, subsidiaries, associates and joint
ventures; impairments and amortisation of other intangibles acquired in a business combination; income from investments; and pre-taxation profits and losses on disposal of subsidiaries, joint ventures, associates and other investments.
Such charges and income may arise from corporate acquisition and disposal activity, rather than the ongoing operations of the business divisions, with a reasonable allocation being determined for segmental reporting. These are analysed and reviewed separately from ongoing operations, as this is consistent with the manner in which Reuters sets internal targets, evaluates its business units and issues guidance to the investor community.
Amortisation and impairment charges in respect of software and development intangibles are included within operating costs.
Fair value movements
Reuters
also isolates the impact of movements in the fair value of financial assets
held at fair value through profit or loss, embedded derivatives, and derivatives
used for hedging purposes (where those changes are reflected in the income
statement).
Financial assets held at fair value through profit or loss included Reuters investment in Savvis convertible shares. This investment was sold as part of the acquisition consideration for Telerate. Fair value movements for this investment have been analysed separately from the ongoing operations of the business units during 2005.
Embedded derivatives are foreign exchange contracts implicitly contained in some of Reuters revenue and purchase commitments. Changes in the fair value of embedded derivatives arise as a result of movements in foreign currency forward rates. The unpredictable nature of forward rates, the uncertainty over whether the gains or losses they anticipate will actually arise, and the volatility they bring to
the income statement lead Reuters to consider that it is appropriate to analyse their effects separately from the ongoing operations of the business. This enables Reuters to undertake more meaningful period-on-period comparisons of its results, as well as to isolate and understand better the effect of future currency movements on revenue and purchase commitments. This separate analysis is also consistent with the manner in which Reuters sets its internal targets, evaluates its business divisions and issues guidance to the investor community.
The impact of fair value movements on derivatives relating to treasury hedging activity is also excluded, unless there is an equivalent offset in operating results. All derivatives undertaken provide effective economic hedges, but some may not qualify for hedge accounting and in these situations the reported impact of the underlying item and the hedge may not offset. The impact of treasury derivatives is mainly due to currency or interest rate movements and, as for the other items noted above, business division operating performance is managed against targets which exclude these factors.
Tax and adjusted EPS
To
ensure consistency, the non-GAAP EPS measure also eliminates the earnings
impact of taxation charges and credits related to excluded items.
Adjusted EPS is defined as basic EPS from continuing operations before impairments and amortisation of intangibles acquired via business combinations, fair value movements, disposal profits/losses and related tax effects.
Dividend policy
Presenting
earnings before the impact of restructuring charges, amortisation and impairment
of intangibles acquired in a business combination, investment income, disposals
and fair value movements also helps investors to measure performance in relation
to Reuters dividend policy. In 2001, the Group defined the long-term goal
of its dividend policy to be a dividend cover of at least two times, based
on Reuters UK GAAP earnings before amortisation of goodwill and other intangibles,
impairments and disposals. Reuters dividend policy remains unaltered. With
the adoption of IFRS, the equivalent earnings measure is Reuters earnings
(after interest and taxation) before amortisation and impairments of intangibles
acquired in a business combination, fair value movements and profits/(losses)
on disposals.
Free cash flow
Reuters
free cash flow is used as a performance measure to assess Reuters ability
to pay its dividend from cash flow. Free cash flow is intended to measure
all Reuters cash movements, other than those which are both discretionary
in nature and unrelated to ongoing recurring operating activities such as
purchase of shares by the Employee Share Ownership Trusts (ESOTs), loans
with associates and joint ventures and dividends paid out by Reuters. Whilst
Reuters
believes that free cash flow is an important performance measure in respect
of its cash flows, it is not used in isolation, but rather in conjunction
with other cash flow measures as presented in the financial statements.
Net funds/debt
Net
funds/debt represents cash, cash equivalents and short-term investments,
net of bank overdrafts and borrowings. This measure aggregates certain components
of financial assets and liabilities and is used in conjunction with total
financial assets and liabilities to manage Reuters overall financing position.
26 | Reuters Group PLC Annual Report and Form 20-F 2005 |
20
Reconciliations of non-GAAP measures to IFRS
Reconciliation
of operating profit to Reuters trading profit and margin measures
2005 | 2005 | 2004 | 2004 | ||||||
Year to 31 December | £m | % | £m | % | |||||
Operating profit from continuing activities/margin | 207 | 9 | % | 194 | 8 | % | |||
Excluding: | |||||||||
Restructuring charges | 112 | 4 | % | 120 | 5 | % | |||
Impairments and amortisation of business combination intangibles | 22 | 1 | % | 16 | 1 | % | |||
Investment income | (1 | ) | | | | ||||
Profit on disposal of subsidiaries | (4 | ) | | (4 | ) | | |||
Fair value movements | (2 | ) | | | | ||||
Reuters trading profit/margin | 334 | 14 | % | 326 | 14 | % | |||
Reconciliation of profit before taxation from continuing activities to Reuters non-GAAP profit before taxation
2005 | 2005 | 2004 | 2004 | ||||||
Year to 31 December | £m | % | £m | % | |||||
Profit before tax/margin from continuing operations | 238 | 10 | % | 396 | 17 | % | |||
Excluding: | |||||||||
Impairments and amortisation of business combination intangibles | 22 | 1 | % | 16 | 1 | % | |||
Investment income | (1 | ) | | | | ||||
Profit on disposal of subsidiaries, associates and joint ventures | (42 | ) | (2 | %) | (207 | ) | (9 | %) | |
Fair value movements | (2 | ) | | | | ||||
Reuters profit from continuing operations before impairments and amortisation of business combination intangibles, investment income, profit on disposals and fair value movements | 215 | 9 | % | 205 | 9 | % | |||
Reconciliation of basic EPS to Reuters adjusted EPS
2005 | 2005 | 2004 | 2004 | ||||||
Year to 31 December | £m | EPS Pence | £m | EPS Pence | |||||
Profit/basic EPS from continuing activities | 229 | 16.3 | 356 | 25.4 | |||||
Excluding: | |||||||||
Impairments and amortisation of business combination intangibles | 22 | 1.6 | 16 | 1.1 | |||||
Investment income | (1 | ) | (0.1 | ) | | | |||
Profit on disposal of subsidiaries, associates and joint ventures | (42 | ) | (2.9 | ) | (207 | ) | (14.7 | ) | |
Fair value movements | (2 | ) | (0.2 | ) | | | |||
Adjustments to tax charge for tax effect of excluded items | (13 | ) | (0.9 | ) | | | |||
Reuters profit/basic EPS from continuing operations before impairments and amortisation of business combination intangibles, investment income, profit on disposals, fair value movements and related taxation effects | 193 | 13.8 | 165 | 11.8 | |||||
Reuters Group PLC Annual Report and Form 20-F 2005 | 27 |
Operating and Financial Review continued
Reconciliation of actual percentage change to underlying change Revenue by division by type
Impact of | |||||||||
Underlying | Impact of | acquisitions | Actual | ||||||
% change versus year ended 31 December 2004 | change | currency | & disposals | change | |||||
Recurring | (1 | %) | | 4 | % | 3 | % | ||
Outright | (40 | %) | 5 | % | | (35 | %) | ||
Usage | 10 | % | | | 10 | % | |||
Sales & Trading | (1 | %) | | 4 | % | 3 | % | ||
Recurring | 4 | % | | (1 | %) | 3 | % | ||
Outright | (36 | %) | 3 | % | | (33 | %) | ||
Usage | (41 | %) | | | (41 | %) | |||
Research & Asset Management | 3 | % | | (1 | %) | 2 | % | ||
Recurring | 4 | % | 1 | % | 1 | % | 6 | % | |
Outright | (21 | %) | 1 | % | | (20 | %) | ||
Enterprise | (1 | %) | 1 | % | 1 | % | 1 | % | |
Recurring | 3 | % | | | 3 | % | |||
Outright | 34 | % | 1 | % | 7 | % | 40 | % | |
Media | 6 | % | | 1 | % | 7 | % | ||
Recurring | 1 | % | | 3 | % | 4 | % | ||
Outright | (23 | %) | 1 | % | | (22 | %) | ||
Usage | 12 | % | | 1 | % | 13 | % | ||
Total Reuters revenue | | | 3 | % | 3 | % | |||
Reconciliation of actual percentage change to underlying change Reuters revenue by division by product family
Impact of | |||||||||
Underlying | Impact of | acquisitions | Actual | ||||||
% change versus year ended 31 December 2004 | change | currency | & disposals | change | |||||
Reuters Xtra | 11 | % | | | 11 | % | |||
Reuters Trader | (23 | %) | 1 | % | 10 | % | (12 | %) | |
Recoveries | | 1 | % | 5 | % | 6 | % | ||
Sales & Trading | (1 | %) | | 4 | % | 3 | % | ||
Reuters Xtra | 1 | % | | 7 | % | ||||
Reuters Trader | (15 | %) | 2 | % | 1 | % | (12 | %) | |
Reuters Knowledge | 9 | % | 1 | % | (22 | %) | (12 | %) | |
Reuters Wealth Manager | 1 | % | | 7 | % | 8 | % | ||
Research & Asset Management | 3 | % | | (1 | %) | 2 | % | ||
Enterprise | (1 | %) | 1 | % | 1 | % | 1 | % | |
Media | 6 | % | | 1 | % | 7 | % | ||
Total Reuters revenue | | | 3 | % | 3 | % | |||
28 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Reconciliation of divisional operating costs to trading costs
2005 | |||||||||||
Sales & Trading | R&AM | Enterprise | Media | Group | |||||||
Year to 31 December | £m | £m | £m | £m | £m | ||||||
|
|
|
|
|
|
|
|
|
|
||
Operating costs | 1,475 | 305 | 325 | 146 | 2,251 | ||||||
|
|
|
|
|
|
|
|
|
|
||
Restructuring charges | (76 | ) | (11 | ) | (17 | ) | (8 | ) | (112 | ) | |
|
|
|
|
|
|
|
|
|
|
||
Impairments and amortisation of business combination intangibles | (13 | ) | (3 | ) | (5 | ) | (1 | ) | (22 | ) | |
|
|
|
|
|
|
|
|
|
|
||
Fair value movements (in expenses) | (16 | ) | | | | (16 | ) | ||||
|
|
|
|
|
|
|
|
|
|
||
Foreign currency translation | (2 | ) | | (1 | ) | | (3 | ) | |||
|
|
|
|
|
|
|
|
|
|
||
Other income | (14 | ) | (3 | ) | (4 | ) | (2 | ) | (23 | ) | |
|
|
|
|
|
|
|
|
|
|
||
Trading costs | 1,354 | 288 | 298 | 135 | 2,075 | ||||||
|
|
|
|
|
|
|
|
|
|
2004 | |||||||||||
Sales & Trading | R&AM | Enterprise | Media | Group | |||||||
Year to 31 December | £m | £m | £m | £m | £m | ||||||
|
|
|
|
|
|
|
|
|
|
||
Operating costs | 1,385 | 295 | 365 | 142 | 2,187 | ||||||
|
|
|
|
|
|
|
|
|
|
||
Restructuring charges | (63 | ) | (18 | ) | (27 | ) | (12 | ) | (120 | ) | |
Impairments and amortisation of business combination intangibles | (10 | ) | (3 | ) | (3 | ) | | (16 | ) | ||
Foreign currency translation | (1 | ) | | | | (1 | ) | ||||
Other income | (22 | ) | (5 | ) | (7 | ) | (3 | ) | (37 | ) | |
|
|
|
|
|
|
|
|
|
|
||
Trading costs | 1,289 | 269 | 328 | 127 | 2,013 | ||||||
|
|
|
|
|
|
|
|
|
|
Reconciliation of divisional operating profit to trading profit
2005 | |||||||||||
Sales & Trading | R&AM | Enterprise | Media | Group | |||||||
Year to 31 December | £m | £m | £m | £m | £m | ||||||
|
|
|
|
|
|
|
|
|
|
||
Operating profit | 157 | (37 | ) | 76 | 11 | 207 | |||||
|
|
|
|
|
|
|
|
|
|
||
Restructuring charges | 76 | 11 | 17 | 8 | 112 | ||||||
|
|
|
|
|
|
|
|
|
|
||
Impairments and amortisation of business combination intangibles | 13 | 3 | 5 | 1 | 22 | ||||||
|
|
|
|
|
|
|
|
|
|
||
Investment income | (1 | ) | | | | (1 | ) | ||||
|
|
|
|
|
|
|
|
|
|
||
(Profit)/loss on disposal of subsidiaries | (7 | ) | 5 | (1 | ) | (1 | ) | (4 | ) | ||
|
|
|
|
|
|
|
|
|
|
||
Fair value movements | 3 | (2 | ) | (2 | ) | (1 | ) | (2 | ) | ||
|
|
|
|
|
|
|
|
|
|
||
Trading profit | 241 | (20 | ) | 95 | 18 | 334 | |||||
|
|
|
|
|
|
|
|
|
|
2004 | |||||||||||
Sales & Trading | R&AM | Enterprise | Media | Group | |||||||
Year to 31 December | £m | £m | £m | £m | £m | ||||||
|
|
|
|
|
|
|
|
|
|
||
Operating profit | 175 | (16 | ) | 31 | 4 | 194 | |||||
|
|
|
|
|
|
|
|
|
|
||
Restructuring charges | 63 | 18 | 27 | 12 | 120 | ||||||
Impairments and amortisation of business combination intangibles | 10 | 3 | 3 | | 16 | ||||||
Foreign currency translation | 5 | (12 | ) | 2 | 1 | (4 | ) | ||||
|
|
|
|
|
|
|
|
|
|
||
Trading profit | 253 | (7 | ) | 63 | 17 | 326 | |||||
|
|
|
|
|
|
|
|
|
|
Reuters Group PLC Annual Report and Form 20-F 2005 | 29 |
Operating and Financial Review continued
Reconciliation of cash generated from Reuters operations to Reuters free cash flow
2005 | 2004 | ||||||||||||
Continuing | Discontinued | Reuters | Continuing | Discontinued | Reuters | ||||||||
operations | operations | Group | operations | operations | Group | ||||||||
Year to 31 December | £m | £m | £m | £m | £m | £m | |||||||
|
|
|
|
|
|
||||||||
Cash generated from operations | 268 | 3 | 271 | 307 | (27 | ) | 280 | ||||||
|
|
|
|
|
|
||||||||
Interest received | 42 | 13 | 55 | 10 | 9 | 19 | |||||||
|
|
|
|
|
|
||||||||
Interest paid | (49 | ) | | (49 | ) | (29 | ) | (1 | ) | (30 | ) | ||
|
|
|
|
|
|
||||||||
Taxation paid | (11 | ) | (13 | ) | (24 | ) | (34 | ) | (9 | ) | (43 | ) | |
|
|
|
|
|
|
||||||||
Cash flow from operating activities | 250 | 3 | 253 | 254 | (28 | ) | 226 | ||||||
|
|
|
|
|
|
||||||||
Purchases of property, plant and equipment | (138 | ) | (7 | ) | (145 | ) | (90 | ) | (19 | ) | (109 | ) | |
|
|
|
|
|
|
||||||||
Proceeds from sale of property, plant and equipment | 3 | | 3 | 49 | 17 | 66 | |||||||
|
|
|
|
|
|
||||||||
Purchases of intangible assets | (40 | ) | | (40 | ) | (27 | ) | | (27 | ) | |||
|
|
|
|
|
|
||||||||
Interim funding payment from Telerate | (18 | ) | | (18 | ) | 18 | | 18 | |||||
|
|
|
|
|
|
||||||||
Dividends received | 5 | | 5 | 4 | 1 | 5 | |||||||
|
|
|
|
|
|
||||||||
Repayment of funds to/(from) BTC | 26 | (26 | ) | | | | | ||||||
|
|
|
|
|
|
||||||||
Free cash flow | 88 | (30 | ) | 58 | 208 | (29 | ) | 179 | |||||
|
|
|
|
|
|
Components of net funds
2005 | 2004 | ||||
As at 31 December | £m | £m | |||
|
|
||||
Cash and cash equivalents | 662 | 578 | |||
|
|
||||
Bank overdrafts | (25 | ) | (17 | ) | |
|
|
||||
637 | 561 | ||||
|
|
||||
Short-term investments | 1 | 258 | |||
|
|
||||
Borrowings (excluding bank overdrafts) | (385 | ) | (493 | ) | |
|
|
||||
Net funds | 253 | 326 | |||
|
|
30 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Directors report |
The directors submit their annual report and audited financial statements for the year ended 31 December 2005.
01
Activities
The
Groups business, a review of its activities during 2005 and likely future
developments are described on pages 7 to 20. Details of the Groups research
and development activity and expenditure is given on page 60.
02
Share capital and dividends
Details
of the changes in the authorised and called up share capital are set out in
note 27 on page 89. Details of significant shareholdings are given on page 119.
An interim dividend of 3.85 pence per ordinary share was paid on 31 August 2005. The directors recommend a final dividend of 6.15 pence per ordinary share, giving a total of 10 pence per ordinary share for the year (2004: 10 pence). Subject to shareholders approval at the Annual General Meeting (AGM) to be held on 27 April 2006, the final dividend will be paid on 4 May 2006 to members on the register holding ordinary shares at the close of business on 17 March 2006. It will be paid on 11 May 2006 to ADS holders on the register at the close of business on 17 March 2006.
03
Employees
Information
about Reuters employment policies and practices can be found in People
on pages 10 and 11.
04
Charitable contributions
In
2005 Reuters continued to support community initiatives and charitable causes,
mainly through the work of the Reuters Foundation charitable trust. A report
on the activities of the Foundation and Reuters wider corporate responsibility
programme can be found on page xx and at www.about.reuters.com/csr. Reuters
donated cash totalling £1.7 million during 2005 (2004: £2.4 million).
In addition to this cash contribution, employees are encouraged to give their
time and skills to a variety of causes and Reuters provides equipment and information
services free of charge.
It is the Groups policy not to make political contributions and none was made in 2005.
05
Creditor payment terms
It
is our normal procedure to agree terms of transactions, including payment terms,
with suppliers in advance. Payment terms vary, reflecting local practice throughout
the world. In the UK, Reuters has signed up to the Better Payment Practice Code.
Reuters policy is to make payments on time, provided suppliers perform in accordance
with the agreed terms. Group trade creditors at 31 December 2005 were equivalent
to 13 days purchases during the year (2004: 19 days).
06
Acquisition of own shares
At
the AGM held on 21 April 2005, shareholders renewed the companys authority
under section 166 of the Companies Act 1985 to make purchases of up to 143,540,000
ordinary shares at a price of not more than 5% above their average middle market
quotation in the London Stock Exchange Daily Official List for the five business
days prior to the date of purchase.
On 26 July 2005, Reuters announced its intention to return £1 billion to shareholders, including the proceeds of around $1 billion from the Instinet Group sale, and initiated an on-market buyback programme, which is expected to run up to July 2007. Between 26 July and 31 December 2005, 57,400,000 shares with a nominal value of £14,350,000 were repurchased at a cost of approximately £224 million. This represents 4% of called up share capital.
07
Substantial shareholdings
Details
of substantial shareholdings can be found on page 119.
08
Related party transactions
Details
of related party transactions are given on page 123.
09
Financial instruments
Details
of the financial risk management objectives and policies of the company and
the exposure of the company to financial risk is given on page 20 and note 17
on pages 73 to 81.
10
Post balance sheet events
Details
of post balance sheet events are given on page 100.
11
Directors
The
names and biographical details of current directors are given on pages 32 and
33.
The following Board changes occurred during 2005 and early 2006:
8 February 2005 Ian Strachan stood down from the Audit Committee.
20 July 2005 Charles Sinclair stepped down as Chairman of Remuneration Committee but remained on the Committee until 6 December 2005.
19 September 2005 Ian Strachan appointed as Chairman of Remuneration Committee.
23 September 2005 Sir Deryck Maughan appointed to the Board.
6 December 2005 Charles Sinclair retired from the Board.
24 January 2006 Ian Strachan appointed to the Nominations Committee.
Details of directors interests in the companys shares, the remuneration of the non-executive and executive directors and information on the service contracts of the executive directors are set out on pages 39 to 48. A non-executive director is not required to hold ordinary shares in order to qualify as a director.
12
Risk management, internal controls and disclosure controls and procedures
Disclosures
can be found in Corporate governance and statement of directors
responsibilities on page 37.
13
Auditors
The
auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue
in office and a resolution that they be reappointed will be proposed at the
AGM.
By order of the Board
Rosemary Martin
General Counsel and Company Secretary
10 March 2006
Reuters Group PLC Annual Report and Form 20-F 2005 | 31 |
Directors and senior managers |
The directors and senior managers of Reuters Group at 7 March 2006 are:
Name | Position | Position held since | |
Directors | |||
Niall FitzGerald, KBE | Chairman, Director1 | 2004; 2003 | |
Thomas Glocer | CEO; Director | 2001; 2000 | |
David Grigson | CFO; Director | 2000 | |
Devin Wenig | President of Business Divisions; Director | 2003 | |
Lawton Fitt | Director1 | 2004 | |
Penelope Hughes | Director1 | 2004 | |
Edward Kozel | Director1 | 2000 | |
Sir Deryck Maughan | Director1 | 2005 | |
Kenneth Olisa | Director1 | 2004 | |
Richard Olver | Director1 | 1997 | |
Ian Strachan | Director1 | 2000 | |
Senior Managers | |||
Anne Bowerman | Interim Group HR Director | 2005 | |
Christopher Hagman | Managing Director, Global Sales & Service Operations | 2003 | |
Geert Linnebank | Editor-in-Chief and Global Head of Content | 2000 | |
Rosemary Martin | General Counsel and Company Secretary | 2003; 1999 | |
Susan Taylor-Martin | Global Head of Corporate Strategy | 2004 | |
Simon Walker | Director of Corporate Marketing & Communications | 2003 | |
Note: 1 Non-executive director |
Directors
Niall
FitzGerald,
KBE Chairman;
Chairman of the Nominations Committee.
He is a Member of the World Economic Forums Foundation Board, a Fellow
of the Royal Society for the encouragement of Arts, Manufactures & Commerce
and the Association of Corporate Treasurers and a Non-executive director of the
Nelson Mandela Legacy Trust (UK). He is also a member of various advisory bodies,
including the President of South Africas International Investment Advisory
Council and the Shanghai
Mayors International Business Leaders Council. Former Chairman and Chief
Executive Officer of Unilever PLC (19962004), former Non-executive director
of Merck, Ericsson, Bank of Ireland and Prudential PLC. Former President of the
Advertising Association, former Co-Chairman of The TransAtlantic Business Dialogue
and former Chairman of The Conference Board,
Inc. Age 60.
Thomas (Tom) Glocer CEO. Previously CEO of Reuters Information (2000) and President and Senior Company Officer, Reuters America (19982000). Appointed CEO, Reuters Latin America in 1997 after serving in Reuters legal department from 1993. Formerly practised law in New York, Paris and Tokyo with Davis Polk & Wardwell. Member of the Corporate Council of the Whitney Museum, The Madison Council of the Library of Congress, the Leadership Champions Group (Education) of Business in the Community, The Advisory Board of the Judge Institute of Cambridge University and The Corporate Advisory Board of the Tate. Non-executive director of Instinet Group until Instinet Group was acquired in 2005 by NASDAQ. Age 46.
David Grigson CFO. Joined Reuters in August 2000 from Emap PLC where he was Group Finance Director and Chairman of Emap Digital. He is a qualified chartered accountant. Formerly held senior finance roles in the UK and US at Saatchi and Saatchi PLC (19841989). Held a number of financial positions at Esso UK (19801984). Former Non-executive director of Instinet Group. Chairman of Radianz until Radianz was acquired in 2005 by BT. Age 51.
Devin Wenig Executive director and President of Business Divisions. Previously President, Investment Banking & Brokerage Services (20012003). Joined Reuters in 1993 as corporate counsel, Reuters America and held a number of senior management positions before being appointed President, Investment Banking & Brokerage Services in January 2001. Also a Non-executive director of Nastech Pharmaceutical Company and a former Non-executive director of Instinet Group. Age 39.
Lawton Fitt Non-executive director; member of the Audit Committee. Non-executive director of CIENA Corporation and Citizen Communications. Director and Trustee of Reuters Foundation. Previously a Partner and Managing Director of Goldman Sachs Group Inc. Trustee of several not-for-profit organisations including contemporary arts centres in New York and Berlin. Former Secretary (Chief Executive) of the Royal Academy of Arts. Age 52.
Penelope (Penny) Hughes Non-executive director; member of the Remuneration Committee. Director of The GAP Inc., Vodafone PLC, Skandinaviska Enskilda Banken, Molton Brown Limited and a Member of the Advisory Board of Bridgepoint Capital. Former President, Coca Cola Great Britain and Ireland. Former Director of Bodyshop International PLC (19942000), Enodis PLC (19962001), SC Johnson (20022004), web-angel (20002003) and Trinity Mirror PLC (19992005). Age 46.
Edward (Ed) Kozel Non-executive director; member of the Remuneration Committee. Chief Executive of CRIGHT. Also a Director of Yahoo. Formerly a Non-executive director of Cisco Systems Inc. (20002001), where he worked from 19892000 in a number of roles, including Chief Technology Officer and Senior Vice President for business development. Also a former Non-executive director of Tibco Software Inc. (20002001) and Narus Inc. (19992003). Prior to 1989 he worked with SRI International in California. Age 50.
32 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Sir Deryck Maughan Non-executive director. Director of Glaxosmithkline plc, Managing Director of KKR, Chairman of KKR, Asia, Trustee of Carnegie Hall, Lincoln Center Inc. and NYU Medical Center. He serves on Advisory Councils at Stanford and Harvard Universities. Former Chairman and CEO of Citigroup International, former Vice-Chairman of the New York Stock Exchange and former Chairman and CEO of Salomon Brothers (19921997). Age 58.
Kenneth (Ken) Olisa Non-executive director; member of the Audit Committee. Non-executive director of BioWisdom and Open Text Corporation. He is a Liveryman of the Worshipful Company of Information Technologists, a Freeman of the City of London, Chairman of homelessness charity, Thames Reach Bondway, a Governor of the Peabody Trust and a Director and Trustee of Reuters Foundation. Former Chairman (20002006) and CEO of Interregnum plc which he founded in 1992. Former Senior Vice President and General Manager of Wang Europe, Africa and the Middle East (19811992) and his career began at IBM (19741981). Former Director of uDate.com, Metapraxis Adaptive Inc. and Yospace Technologies Ltd and former Postal Services Commissioner. Age 54.
Richard (Dick) Olver Non-executive director; Chairman of the Audit Committee; member of the Nominations Committee and Senior Independent Director. Chairman of BAe Systems PLC since July 2004. He worked for BP PLC and was Deputy Group Chief Executive (20032004) and CEO of BP Exploration & Production Division (19982002). A Fellow of the Royal Academy of Engineering. A Guardian of New Hall School. Age 59.
Ian Strachan Non-executive director; Chairman of the Remuneration Committee; member of the Nominations Committee. Non-executive director of Transocean Inc., Johnson Matthey PLC, Xstrata PLC and Rolls Royce Group PLC. Former Chairman of Instinet Group, former Non-executive director of Harsco Corporation, Deputy Chairman of Invensys PLC (19992000) and Chief Executive Officer of BTR PLC (19961999). Former Deputy Chief Executive Officer (19911995) and Chief Financial Officer of Rio Tinto PLC (19871991). Also a former Non-executive director of Commercial Union PLC (19911995). Age 62.
Charles Sinclair retired from the Board on 6 December 2005.
Senior managers
Anne
Bowerman Interim
Group HR Director. Anne joined Reuters in 1995. She held a variety of HR roles
within Reuters,
including Head of Learning & Development, prior to being appointed to her
current role in July 2005. Before joining Reuters, Anne was HR Director for an
information technology company. Age 50.
Christopher Hagman Managing Director, Global Sales & Service Operations. Christopher joined Reuters in 1987, based in Sweden, and has held various senior sales and general business management positions in Sweden, the Netherlands and the UK before being appointed to his current post in April 2001. Christopher was appointed as a Member of the Executive Board of the Community of European Management Schools and Internal Companies in December 2005. Age 47.
Geert Linnebank Editor-in-Chief and Global Head of Content. Geert became Editor-in-Chief in 2000 having held various editorial roles. He was appointed Chairman of Reuters Foundation in March 2004 and President and Director of Reuters Foundation Inc. in September 2005. Before joining Reuters in 1983, he was a correspondent, EC and Belgium, for AP-Dow Jones Brussels. Age 49.
Rosemary Martin General Counsel and Company Secretary. Rosemary joined Reuters in 1997 as Deputy Company Secretary and became Company Secretary in 1999. Appointed General Counsel in 2003. Rosemary has been the Director of Reuters Foundation since 2000. Former Partner at Mayer, Brown, Rowe & Maw for nine years. Non-executive director of HSBC Bank PLC. Member of Financial Services Authority Listing Authority Advisory Committee. Age 45.
Susan Taylor-Martin Global Head of Corporate Strategy. Susan joined Reuters in 1993, during which time she has held a number of management roles including running the global news product group and the global equities business. Susan was appointed to her current role in 2004. Prior to joining Reuters, Susan worked in Corporate Finance, specialising in mergers and acquisitions. Age 41.
Simon Walker Director of Corporate Marketing & Communications. Simon joined Reuters in 2003. Prior to joining Reuters, Simon was Communications Secretary at Buckingham Palace and Director of communications at British Airways PLC. Simon is a Trustee of the charity, UK-NZ Link Foundation and a Director of Communicor Public Relations and Awaroa Partners. Age 52.
Michael Sayers resigned from the GMC on 21 September 2005 and left Reuters on 31 December 2005. Christian Verougstraete resigned from the GMC and Reuters on 2 October 2005. Alex Hungate stepped down from the GMC on 30 June 2005 to take up his role as Managing Director for Asia. Stephen Dando will be joining Reuters as Group HR Director and a member of the GMC in April 2006. Roy Lowrance has been appointed Chief Technology Officer of the Group and will join the GMC in March 2006.
Reuters Group PLC Annual Report and Form 20-F 2005 | 33 |
Corporate governance and statement of directors responsibilities |
01 Statement on corporate governance compliance
Corporate
governance the system by which the Group is directed and controlled is
important for Reuters. The strength of the Groups corporate values, its
reputation and its ability to deliver its business objectives depend, amongst
other things, on the effectiveness of its corporate governance
system.
External influences on the Groups approach to corporate governance are:
• | the laws to which it is subject; |
• | the rules which apply as a company listed on the London Stock Exchange and on NASDAQ in the US; |
• | the regulations applied by financial services regulators around the world; and |
• | the guidance given by investors and others interested in seeing good governance applied in practice. |
Reuters monitors and responds to these, particularly in the UK and US which are where most of the companys shareholders are located, continuously improving the Groups internal governance systems.
Throughout 2005, the Group has complied with the Combined Code on Corporate Governance published in July 2003, save that no individual member of the Audit Committee has been identified by the Board as having recent and relevant financial experience (code principle C3.1) . However, in common with all the non-executive directors, the members of the Audit Committee are experienced and influential individuals, having the skills described in their biographies in Directors and senior managers (see pages 32 and 33) and the Board considers that, collectively, the members have the attributes required to discharge properly the Committees responsibilities.
The Group also complies with all SEC and NASDAQ governance requirements, with the exception of two provisions of the NASDAQ governance rules. The company has received waivers from NASDAQ to both exceptions on the basis that compliance with the rules would be contrary to standard UK business practice. Since 1988, Reuters has operated under a waiver of NASDAQs requirement that all shareholder meetings require a quorum of at least one-third of outstanding voting shares; instead, the companys Memorandum and Articles of Association (Articles) provide, as is typical for English public companies, that a quorum shall consist of any two shareholders. In 2004 the company also received a waiver from NASDAQs provisions requiring shareholder approval of employee share-based incentive schemes. Reuters seeks and has received shareholder approval of its employee share-based incentive schemes to the extent required by UK regulation, including the UKLA Listing Rules.
02 Reuters Trust Principles
The
Groups internal system of governance begins with Reuters Trust Principles
(see Information for shareholders Memorandum and Articles of Association The
Reuters
Trust Principles and The Founders Share Company on pages 119 to 120) which
are designed to protect Reuters integrity and independence and represent the
core values at the heart of Reuters business. They are set out in the companys
constitutional documents and in the code of conduct which applies to every Reuters
employee. The Trust Principles are a fundamental part of the Reuters brand.
The directors are required by the Articles to have due regard to the Trust Principles insofar as they are capable of being observed in accordance with their other duties as directors. Thus the Trust Principles are integral to the Boards approach to the companys business.
03 The Board
Board
composition and directors independence
Niall
FitzGerald chairs the companys Board. He met the independence criteria set out in the Combined Code when he was appointed. His significant commitments, other than Reuters, are
being a member of the World Economic Forums Foundation Board and Chairman
of the Nelson Mandela Legacy Trust (UK).
Reuters has three executive directors: CEO, Tom Glocer; Chief Financial Officer (CFO), David Grigson; and President of Business Divisions, Devin Wenig.
In addition to the Chairman, there are seven non-executive directors on the Board. Dick Olver, who is the senior independent non-executive director, is available to shareholders if they have concerns. No meetings with Dick Olver were requested by shareholders during 2005. The quality of the individual directors, the balance of the Boards composition and the dynamics of the Board as a group, ensure both the Boards effectiveness and the inability of an individual or small group to dominate the Boards decision making. The Board has determined that each of the non-executive directors is independent in character and judgement by reason of his or her personal qualities, and that each of the non-executive directors is independent as that term is defined in NASDAQ and SEC governance requirements.
Each executive director receives a service contract on appointment (see the Remuneration report for further information) and each non-executive director receives a letter setting out the terms of the appointment. Copies of the service contracts and non-executive directors letters of appointment are available to shareholders from the Company Secretary on request. The non-executive directors appointment letters specify that the appointment is for a term of six years, subject to review after three years. Dick Olver continued to hold office beyond the initial six-year term at the request of the Board. On 1 December 2006 Dick Olver will have served on the Reuters Board for nine years. In view of this, his continuing role as a director of the company and as the senior independent non-executive director has been discussed by the Chairman with representatives of the major shareholders of the company. During the discussions the Chairman explained the value of continuing to have available to the Board Dick Olvers skills, experience and detailed knowledge of Reuters, particularly in view of the fact that over half of the non-executive directors have less than two years experience on the Reuters Board. The major shareholders representatives support Dick Olvers continuation as a director.
The Articles provide that at each AGM any director appointed since the last AGM shall stand for election by the shareholders and one third of the directors shall retire from office by rotation and be eligible for re-election by the shareholders. However, to recognise that some shareholders prefer all the directors to stand for re-election each year, once again at the 2006 AGM each of the directors will retire from office and offer himself or herself for re-election.
Role of the Board and its committees
The Board is responsible for the success of the Group within a framework of controls which enables risk to be assessed and managed. Its aim is for the Group to achieve profitable growth
within an acceptable risk profile. It seeks to achieve this by:
• | agreeing the strategic framework and keeping it under rigorous review; |
• | monitoring the implementation of strategy through the operational plans; |
• | focusing on long-term sustainable value creation; |
34 | Reuters Group PLC Annual Report and Form 20-F 2005 |
• | safeguarding the longer-term values of the company, including its brand and corporate reputation; |
• | overseeing the quality of management and how it is maintained at world-class levels; and |
• | maintaining a governance framework that facilitates substance and not merely form. |
A schedule of matters reserved for the Boards decision identifies those matters that the Board does not delegate to management. It includes the approval of corporate objectives, strategy and the budget, significant transactions and matters relating to share capital. During 2005 the Board focused particular attention on the development of Reuters growth strategy; the acquisition of Telerate and the disposals of Instinet Group and Radianz; brand management; succession planning; performance management and the control environment.
The Board is assisted by its committees. Through the Audit Committee, it satisfies itself on the integrity of financial information and that the financial, operational and compliance controls and systems of risk management are robust. Through the Remuneration Committee, the Board determines appropriate levels of remuneration of executive directors and other senior managers. The Nominations Committee is the forum through which the Board discharges its role in nominating new directors and succession planning. These committees are described in more detail below.
There is a clear division of responsibilities between the running of the Board, which is the Chairmans responsibility, and the running of Reuters business, which is the CEOs responsibility, with the Board having oversight. The division of responsibilities is set out in a document approved by the Board.
Directors induction,
training and information
During
2005, Ken Olisa, Lawton Fitt and Penny Hughes, who joined the Board in 2004,
continued their induction. In addition to these directors continuing to expand
their knowledge of Reuters business generally, Ken Olisa visited Reuters operations
in Thailand and India and Penny Hughes visited Reuters operations in Sweden and
Germany. Furthermore, Ken Olisa joined the advisory board which oversees Reuters
innovation initiatives. Ken Olisa and Lawton Fitt became trustees of Reuters
charitable arm, Reuters Foundation. To help promote diversity within Reuters,
Lawton Fitt, Penny Hughes and the Chairman met with groups of women employees
in London and New York. Two Board meetings were held outside the UK in 2005,
one in Geneva and one in New York, enabling the directors to meet customers and
to see aspects of Reuters business in those locations.
Sir Deryck Maughan, who joined Reuters Board on 23 September 2005, received a directors manual which provides information about Reuters and the operation of the Board and its committees. He also received a series of induction briefings in New York and London to gain insights into the Group. Sir Deryck, like the other directors, has been supplied with Reuters products.
Ongoing training for directors is available as appropriate. The Groups legal advisers and auditors provide briefings to the directors from time to time. In 2005 the directors participated in a workshop on ethical decision-making, based on training which Reuters editorial staff receive. Guest speakers are occasionally invited to join Board dinners to discuss topics of interest with the directors and opportunities are provided for non-executive directors to meet with shareholders, customers and others involved in Reuters business.
Monthly financial information is provided to the directors. Regular and ad hoc reports and presentations are prepared and circulated to the directors in advance of Board meetings, together with minutes and papers relating to the Boards committees, to ensure the directors are supplied, in a timely fashion, with the information they need. They also have access to the Company Secretary who is responsible for advising the Board through the Chairman on all governance matters. The Company Secretary is appointed by, and can only be removed by, the Board. The directors may take independent professional advice at the companys expense. None of the directors sought such advice during 2005 although the Remuneration Committee has appointed an independent adviser, Towers Perrin, which gave advice to the Committee.
Frequency of meetings
The
Board met eight times in 2005 and, in addition, held a two-day strategy review
meeting in June, building on a series of strategy discussions at Board meetings
during the year. The directors attended all the Board meetings in 2005 save that,
by prior arrangement, Penny Hughes and Ed Kozel were absent from two meetings
and Ken Olisa, Charles Sinclair and Ian Strachan were each absent from one meeting.
Board effectiveness
In 2005,
the Chairman held one meeting with the non-executive directors without the executive
directors present. It is intended to increase the number of these meetings in
2006.
A comprehensive Board review was undertaken in 2005 in which:
• | the Chairman reviewed the performance of the CEO and each individual director; |
• | the CEO reviewed the performance of the CFO and the President of Business Divisions; |
• | Dick Olver, the senior independent non-executive director, led a review of the performance of the Chairman; |
• | Dr Annie McKee of the Teleos Leadership Institute facilitated a Board effectiveness review in which the performance of the Board as a whole and each of the directors was considered; |
• | Dr McKee also facilitated reviews of the effectiveness of the Audit Committee and the Remuneration Committee; and |
• | the Board discussed and agreed the Nominations Committees approach to identifying and recruiting potential future Board members. |
The format of the reviews was interviews with the directors and others involved in the work of the Board and its committees, the output from which was thematically analysed and discussed with the person or group being reviewed, as well as with the Chairman. Actions were agreed to address matters identified in the reviews and implementation of these actions will be monitored.
Board committees
The
Board delegates specific responsibilities to certain committees. Each committee
has its own terms of reference set by the Board. These are available on request
from the Company
Secretary or at www.about.reuters.com/csr/corporategovernance.
Each year, the Audit Committee reviews and, as appropriate, actively engages in the processes for financial reporting, internal control, risk assessment, audit and compliance assurance, the independence of the companys internal and external auditors and the effectiveness of the companys system of accounting, its internal financial controls and the internal and external audit functions.
Reuters Group PLC Annual Report and Form 20-F 2005 | 35 |
Corporate governance and statement of directors responsibilities continued
Members of the committee during 2005 were Dick Olver (Chairman), Lawton Fitt, Ken Olisa and Ian Strachan (until his retirement from the committee on 8 February 2005). Each member of the committee is considered by the Board to be independent under the Combined Code and according to the SEC and NASDAQ definitions.
The Board has determined that the Audit Committee does not at present include a member who is a financial expert, as defined in the Sarbanes-Oxley Act and related SEC rules because the Board considers that none of the members clearly meets all the criteria set out in the relevant definitions nor has the Board identified a member of the committee as having recent and relevant financial experience. However, the Board considers that collectively the members have the requisite skills and attributes to enable the committee properly to discharge its responsibilities. The Company Secretary is secretary to the committee.
The Audit Committees remit, which is set out in its terms of reference, includes responsibility for:
• | the oversight responsibilities described in the above paragraph and for reviewing compliance with laws, regulations, the companys code of conduct and policies; |
• | approving related party transactions to the extent required under NASDAQ rules; |
• | monitoring the integrity of the companys financial statements and any announcements relating to the companys financial performance and reviewing significant financial reporting judgements contained in them; |
• | monitoring and reviewing the effectiveness of the companys internal audit function; |
• | making recommendations to the Board, for it to put to the shareholders for their approval, regarding the appointment, re- appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor; |
• | reviewing and monitoring the external auditors independence and the effectiveness of the audit process and developing and implementing policy on the engagement of the external auditor to supply non-audit services; and |
• | overseeing the receipt, review and treatment of complaints received regarding accounting, internal accounting controls, auditing and compliance matters, whether through the companys whistleblower confidential helpline or otherwise. |
The committee met five times in 2005 with the CEO, the CFO, other officers and the auditors attending as required. The auditors have unrestricted access to the Audit Committee and, in accordance with usual practice, met twice during the year privately with the committee, as did the Head of Internal Audit.
The Chairman of the Audit Committee meets with the Head of Internal Audit and with the external auditors before each Audit Committee meeting. All members of the Audit Committee attended every committee meeting during the year.
The committee reports its activities and makes recommendations to the Board. During 2005 the committee discharged the responsibilities described above. Its activities included:
• | formally reviewing the draft annual report and interim statement, respectively, and associated announcements, focusing on the main areas of judgement and critical accounting policies; |
• | reviewing the findings of the external auditors and the report of the Head of Internal Audit on internal audit activities; |
• | reviewing the effectiveness of internal control systems, the risk management process and the compliance programme (including the whistleblower programme), paying particular attention to the work being undertaken in connection with section 404 of the Sarbanes-Oxley Act; |
• | receiving the report of the CEO and the CFO on the processes followed prior to certification being given by them in connection with section 302 of the Sarbanes-Oxley Act; |
• | reviewing the external audit strategy and the external auditors report to the committee in respect of the annual report and interim statement; |
• | keeping under review the proportion of non-audit fees to audit fees paid to the auditors and giving pre-approval to non-audit work undertaken by the auditors; |
• | reviewing the effectiveness of the internal and external auditors; and |
• | reviewing a report on the companys corporate responsibility activities. |
The Board adopted a code of ethics for the companys CEO and senior financial officers in 2003, in addition to the companys general code of conduct. In 2005, the code of ethics was expanded to include personnel involved in reports and documents that the company files with government agencies and other public communications. No other material amendments to, or waivers in respect of, either code were made during 2005. Copies of the codes are available on request from the Company Secretary and can be viewed at www.about.reuters.com.
The committee monitors adherence to the companys auditor independence policy, which prohibits Group entities from engaging the auditors in activities prohibited by the SEC or the US Public Company Accounting Oversight Board. The policy was revised and approved by the Audit Committee in September 2005. The policy permits the auditors to be engaged for other services provided the engagement is specifically approved in advance by the committee or is approved by the CFO and meets the detailed criteria of specific pre-approved activities and is notified to the committee. However, any services where the expected level of fees is greater than £150,000 or the expected term is longer than one year, must be approved in advance by the committee.
For details regarding fees paid to the Groups auditors, see note 3 to the financial statements on page 60.
The committee may engage, at the companys expense, independent counsel and other advisers as it deems necessary to carry out its duties. None was engaged during the year.
The Remuneration Committee has oversight of executive remuneration policy. Information concerning the Remuneration Committee is set out in the Remuneration report on page 39.
The Nominations Committee makes recommendations to the Board about future appointments of non-executive directors, the Chairman and the CEO and considers recommendations from the CEO to the Board about the future appointment of executive directors. The committee gives due consideration to the Combined Codes provisions relating to directors when making appointments to the Board.
36 | Reuters Group PLC Annual Report and Form 20-F 2005 |
In 2005 the composition of the committee was Niall FitzGerald, Dick Olver and Charles Sinclair. Charles Sinclair stepped down from the committee when he resigned as a director on 6 December 2005. On 24 January 2006 Ian Strachan was appointed as a member of the committee. The committee is chaired by Niall FitzGerald. The Board has determined that these directors are independent under the Combined Code and according to the NASDAQ and SEC definitions. A director may not attend or be involved in any decision concerning him or his successor. The committee has appointed an external adviser to assist it in its work in identifying potential candidates for non-executive directorships. The committee met twice in 2005 and during the year, having identified the skills, experience and attributes which are desirable for Reuters non-executive directors, the committee recommended to the Board the appointment of Sir Deryck Maughan.
04 Executive committees
The
Group Management Committee (GMC), which is chaired by the CEO, manages the Group. It comprises the three executive
directors and the senior executives listed on page 32. It met twenty-two times in 2005.
A Disclosure Committee, chaired by the CEO, was set up in 2002. Its members comprise the CEO, the CFO, the Global Head of Corporate Communications, the General Counsel and Company Secretary, the Head of Internal Audit, the Global Head of Finance, the Head of External Reporting, the General Counsel for the Americas and the Head of Investor Relations. The committee meets formally at least five times a year to review the Groups trading statements and financial results and to consider the effectiveness of the Groups disclosure controls and procedures. A sub-committee meets on an ad hoc basis to address disclosure matters arising between reporting periods.
05 Relations with shareholders
The
executive directors meet regularly with institutional shareholders and analysts.
Non-executive directors are offered the opportunity to attend meetings with major
shareholders and from time to time some attend the presentations of the annual
results to analysts. Niall FitzGerald met with various investors during the year
and Dick Olver, in his capacity as senior independent director, responded to
emails sent to him by shareholders. No shareholders asked to meet him in person
in 2005.
An investor relations department is dedicated to facilitating communications between the company and its shareholders. It provides a regular report on investor relations as part of the routine Board report materials.
The companys AGM is used as an opportunity to communicate with private investors. The chairmen of each of the Board committees are available to answer questions at the AGM, and all directors are expected to attend the AGM. At the AGM the level of proxies lodged on each resolution and the balance for and against the resolution and the number of votes withheld are announced after the resolution has been voted on. At the 2005 AGM, voting using a poll for all resolutions was introduced to replace voting by a show of hands as the Board considers poll voting gives a better representation of shareholders views. The results of voting at the AGM in 2006 will be available at www.about.reuters.com.
06 Financial reporting
The
directors are required by UK company law to prepare financial statements for
each financial year which give a true and fair view of the state of affairs of
the company and the Group as at the end of the financial year and of the profit
and cash flows of the Group for the period. The Group is also required to prepare
financial statements in
accordance with the requirements of the SEC.
Reuters has complied with both UK and US disclosure requirements in this report in order to present a true and fair view to all shareholders. In preparing the financial statements, the directors have ensured that applicable accounting standards have been followed, suitable accounting policies have been used and applied consistently, and reasonable and prudent judgements and estimates have been made where appropriate. The directors confirm that the financial statements comply with IFRS as adopted by the EU.
The directors have reviewed the budget and cash flow forecasts for Reuters for the year to 31 December 2006. On the basis of this review, the directors are satisfied that the Group is a going concern and have continued to adopt the going concern basis in preparing the financial statements.
07 Risk management, internal controls and disclosure controls and procedures
The
directors acknowledge their responsibility for the Groups system of internal
control and confirm they have reviewed its effectiveness. In doing so, the Board
has taken note of the Guidance on Internal Control (the Turnbull Guidance) contained
in the Combined Code, as updated by the version published by the Financial Reporting
Council on 13 October 2005.
The Board confirms that it has a process for identifying, evaluating and managing significant risks faced by the Group. This process, which accords with the Turnbull guidance, has been in place for the full financial year and is ongoing. The control system includes:
• | objective setting, risk assessment and monitoring of performance at both strategic and business unit levels though a process known within the company as mission analysis; |
• | the use of balanced scorecards to track performance against targets relating to the financial, business, people and customer aspects of the companys business; |
• | written policies and control procedures; |
• | monthly reporting to the Board and senior management which, amongst other things, tracks performance against the annual budget; |
• | systems to communicate rapidly to appropriate managers incidents requiring immediate attention; and |
• | regular review meetings by the CEO and CFO with each GMC member which cover the performance, risks and controls for which the GMC member is responsible. |
In a group of the size, complexity and geographical diversity of Reuters it should be expected that breakdowns in established control procedures might occur. There are supporting policies and procedures for reporting and management of control breakdowns. The Board considers that the control system is appropriately designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The concept of reasonable assurance recognises that the cost of a control procedure should not exceed the expected benefits.
Using a common risk management framework throughout Reuters, each of the principal business and functional units summarises the risks that could impede the achievement of its objectives. For each significant risk, line managers document an overview of the risk, how
Reuters Group PLC Annual Report and Form 20-F 2005 | 37 |
Corporate governance and statement of directors responsibilities continued
it is managed and any improvement actions required. A document called a risk radar is created which sets out the main strategic and operational risks that have been identified. This document is reviewed by the GMC and the Board.
At the year end, before producing the above statement on internal control in the annual report and Form 20-F, the CEO and CFO meet with members of the GMC and others to consider formally the operation and effectiveness of the companys risk management and financial, operational and compliance internal control systems. This review includes consideration of self-assessment reports from line management and covers each of the most significant risks the company faces and how well these are controlled and managed. The CEO and the CFO report on the results of this review to the Audit Committee and to the Board. The Disclosure Committee (described on page 37) supports the process by reviewing disclosure controls and procedures.
Whilst Instinet Group was part of the Group, it had its own systems of risk management and internal controls on which it reported to its shareholders. Reuters executive directors were members of the Instinet Group board, and Reuters CFO was a member of Instinets Audit Committee, until its disposal on 8 December 2005. The board of Factiva, which includes Reuters representatives, has responsibility for adopting processes for identifying, evaluating and managing significant risks in its business. The board of Radianz, which included Reuters representatives until its disposal on 29 April 2005, also had responsibility, while Radianz was part of the Group, for adopting such processes.
In addition to the self-assessment and management review procedures, the Group monitors its internal financial control system through a programme of internal audits. Internal auditors independently review the controls in place to manage significant risks and report to the Audit Committee twice a year. The Audit Committee reviews the assurance procedures annually, including compliance controls, and reports its findings to the Board.
The Groups external auditors, PricewaterhouseCoopers LLP, have audited the financial statements and have reviewed the work of internal auditors and the internal control systems to the extent they consider necessary to support their audit report. The Audit Committee has met the internal auditors and PricewaterhouseCoopers LLP to discuss the results of their work.
During 2005, Reuters management, the Audit Committee and the Groups external auditors considered the accounting treatment of the RPF.
The RPF is a hybrid pension scheme which has been in existence since 1893. It has been accounted for as a defined contribution plan, since at least 1984 when the Group went public, under both UK GAAP and US GAAP. Under the RPFs rules, the Group is not able to access any surplus in the RPF. Although Reuters and employees make defined contributions to the fund, the RPF does not provide for contributions to be made to individual participant accounts. In 2005, management determined that the accounting for the RPF had been incorrect under US GAAP.
There was no impact on the Groups previously reported UK GAAP profit and loss account and balance sheet. As disclosed in the Groups Form 20F/A dated 21 February 2006, amending the Groups 2004 annual report and Form 20-F, following the change in accounting for the RPF, certain US GAAP financial information was restated. The impact of the restatement on prior year US GAAP results was to
increase both reported net income before taxes and net equity in four of the five years (2000-2004). Management therefore determined that there was a material weakness in the Groups internal control over financial reporting with respect to US GAAP accounting as at 31 December 2004.
The Group has taken a range of steps to remediate this material weakness. The remedial actions aimed at strengthening controls over US GAAP, which are continuing, include:
• | More comprehensive US GAAP training of head office finance staff, supported by external advisors; |
• | Operating a more tightly controlled process for the Groups US GAAP reconciliation, which has involved moving away from the previous off-line spreadsheet reconciliation methodology to a more comprehensive systems-based methodology; |
• | Reconciliation of the material differences between UK GAAP, US GAAP and IFRS highlighting, in particular, differences between IFRS and US GAAP as at 31 December 2004 and 31 December 2005; and |
• | Improving documentation of US GAAP adjustments as at 31 December 2004 and 31 December 2005 as part of our preparation for Sarbanes-Oxley section 404 compliance. |
At the end of 2005, Reuters management carried out an evaluation of the effectiveness of the design and operation of the Groups disclosure controls and procedures. These are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, summarised and reported within specific time periods. Based on this evaluation, the CEO and the CFO concluded that, taking into account the matter noted above, the design and operation of these disclosure controls and procedures were effective as at 31 December 2005 to a reasonable assurance level (within the meaning of the US federal securities laws).
With the exception of the steps noted above, no significant changes were made in the Groups internal controls over financial reporting during the period covered by this report that materially affected, or are reasonably likely to affect materially, the Groups internal control over financial reporting.
Reuters annual report and Form 20-F for 2006 is also expected to contain an internal control report, so Reuters management have taken during 2005, and will be taking throughout 2006, steps in preparation for the Sarbanes-Oxley Act, section 404 reporting and attestation requirements that are scheduled to be met in respect of the financial year ending 31 December 2006.
By order of the Board
Rosemary Martin
General
Counsel & Company Secretary
10 March 2006
38 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Remuneration report |
This report sets out Reuters executive remuneration policy, structure and details of the remuneration received by directors and senior managers for the year ended 31 December 2005. Shareholders will be invited to approve this report at the AGM on 27 April 2006.
01
Consideration
of remuneration matters general
The
Board has overall responsibility for determining the framework of executive remuneration
and its cost, and is required to take account of any recommendations made by
the Remuneration Committee. Through formal terms of reference, the Board has
delegated to the Remuneration Committee oversight of the specific remuneration
packages for the executive directors and consideration of executive remuneration
issues generally, including the use of equity incentive plans. Specifically,
it is tasked with setting remuneration for the executive directors. It also reviews
the CEOs proposals for the remuneration of the GMC members and other designated
senior executives.
The Remuneration Committee consists solely of non-executive directors. All members of the Remuneration Committee have been determined by the Board to be independent as defined by NASDAQ. Its current members are Ed Kozel, Penny Hughes and Ian Strachan. On 20 July 2005, Charles Sinclair resigned as Chairman of the Remuneration Committee, with Ian Strachan succeeding him. Charles Sinclair remained as a member of the Committee until his resignation from the Board on 6 December 2005. The Company Secretary is secretary to the Remuneration Committee. The Remuneration Committee met seven times in 2005. All members were present at each meeting except that Ed Kozel, Penny Hughes and Ian Strachan were each absent once.
The CEO and the Chairman may attend meetings of the Remuneration Committee. Neither is present at any discussion concerning his own remuneration. During 2005, internal advice was provided by the Global Head of Human Resources, the Global Head of Performance & Reward, Tom Glocer and David Grigson. The terms of reference permit the Remuneration Committee to obtain its own external, independent advice on any matter, at the companys expense. Towers Perrin were appointed as independent advisers to the Remuneration Committee on 20 July 2005. Towers Perrin has provided salary data to Reuters. This is routine information and independent of the advice provided to the Remuneration Committee.
02 Chairman and non-executive directors
The
Chairmans remuneration is determined by the Board. In reaching future decisions
on appropriate fee levels, the Board will continue to have regard to the remuneration
arrangements
of chairmen of other UK listed companies of a similar size and complexity.
As Chairman, Niall FitzGerald receives an annual fee of £500,000. This fee is fixed until 1 October 2007. The company does not provide a pension contribution to him.
Details of non-executive director appointments are contained on page 31. Niall FitzGerald and the non-executive directors have letters of engagement rather than service contracts and are not eligible to participate in executive share plans. No letter of engagement contains any provision for compensation in the event of termination outside of the periods referred to on page 34.
The dates on which each non-executive director joined the Board are detailed below.
Non-executive director | Board joining date |
Charles Sinclair | January 1994 |
Ed Kozel | February 2000 |
Ian Strachan | April 2000 |
Niall FitzGerald | January 2003 |
Ken Olisa | April 2004 |
Dick Olver | September 1997 |
Penny Hughes | July 2004 |
Lawton Fitt | July 2004 |
Sir Deryck Maughan | September 2005 |
Reuters shareholders determine the remuneration paid to the non-executive directors. From 1 January 2005, this has been set at £50,000 per annum.The Board determines the additional fees payable to each non-executive director who chairs a Board committee. For 2005, these were £15,000 per annum, £10,000 per annum and £5,000 per annum for chairing the Audit, Remuneration and Nominations Committees respectively. Dick Olver, the senior independent non-executive director, receives an additional £5,000 per annum for this role. Niall FitzGerald is Chairman of the Nominations Committee and he has waived receipt of any committee chairmanship fees. In addition, non-executive directors who are resident outside Europe are eligible to receive a travel allowance of £5,000 for each Board meeting attended in the UK.
03 Executive directors
The
Remuneration Committees policy is that remuneration and incentive arrangements
are market-competitive, consistent with best practice and support the interests
of
shareholders.
In practical terms, this means that the reward structure for executive directors should attract, motivate and retain high-calibre individuals capable of successful leadership. To achieve this in a global business environment, Reuters executive remuneration must reflect the competitive practices of its principal competitors and the other multi-national businesses with which it competes for talent. Market-determined executive compensation, with a heavy emphasis on the variable remuneration elements, is the best way to ensure that Reuters has the high-performing executive directors necessary to achieve its immediate and longer-term strategic objectives. The Remuneration Committee ensures that the quantum of remuneration received by the executive directors is aligned with returns to shareholders.
Reuters continues to ensure that a substantial proportion of executive reward is variable and dependent upon performance, with both corporate and personal performance affecting total executive remuneration. Basic pay represents a quarter or less of the target earnings potential. The executive directors are eligible for a cash bonus.
In 2005, excluding pension contributions, the targeted composition of each executive directors remuneration was as follows:
Fixed | Variable | ||||||||
Long-term | |||||||||
Base pay | Bonus | incentives | Total | ||||||
% | % | % | % | ||||||
Tom Glocer | 18.8% | 28.2% | 53% | 100% | |||||
David Grigson | 25% | 25% | 50% | 100% | |||||
Devin Wenig | 22.5% | 22.5% | 55% | 100% | |||||
Executive directors are required to build and maintain a personal equity stake in the company. This personal shareholding policy
Reuters Group PLC Annual Report and Form 20-F 2005 | 39 |
requires each executive director to accumulate a personal holding worth twice his basic salary within five years. If the policy requirements are not met, then the Remuneration Committee may recommend that it is inappropriate to grant further awards to that individual.
04 Remuneration framework
It
is Reuters general policy to construct executive remuneration packages that are
business-driven, performance-sensitive and market-competitive. The Remuneration
Committee reviews awards to executive directors and other senior managers to
ensure that remuneration remains aligned to this policy. This policy is described
in more detail below. The Remuneration Committee has monitored the transition
to IFRS to ensure that performance is measured consistently. To safeguard Reuters
ability to recruit and retain the best senior executives, the Remuneration Committee
maintains the freedom to negotiate terms of employment on an individual basis,
taking account of the circumstances of
each individual.
Basic salary and benefits
In
formulating and reviewing pay packages for the executive directors, the Remuneration
Committee receives comparator group information and assistance from independent
remuneration consultants. In 2005, the Remuneration Committee reviewed the comparator
group and reaffirmed its relevance. Currently, the comparator group comprises
the FTSE 100 companies minus the top and bottom five companies as the main UK
reference point. These companies were selected to ensure both stability in the
comparator group
as well as relevance to the companys position in the market.
Reuters maintains a salary structure with salary ranges based upon the mid-market of a comparator group of companies. Individual salaries are positioned at an appropriate point within the salary range. The Remuneration Committee reviews salaries and other rewards on a regular basis to ensure that the structure is maintained.
Non-cash benefits are provided to executive directors and the Chairman in line with normal market practice and detailed on page 44. All executive directors receive a company car or an allowance and private healthcare benefits. Death and disability benefits are also provided to each executive director. Niall FitzGerald does not receive any death, disability or other benefits. Under the terms of Tom Glocers relocation agreement, Reuters provides accommodation in the UK and pays home leave expenses for him and his family. Tom Glocers salary has been unchanged since his appointment in 2001.
Pensions
All
executive directors participate in defined contribution arrangements. Since April
1999 it has been Reuters policy that all new UK employees, including executive
directors, are offered participation in a defined contribution pension plan.
In the case of UK executive directors, in lieu of pension provisions above the
statutory earnings cap (where applicable) an additional taxable cash allowance
is granted. The Remuneration Committee may substitute certain benefits following
changes to UK pensions legislation. However, there is no intention to provide
any additional compensation as a consequence of such changes. In the US, all
employees are offered participation in a defined contribution (401K) plan. In
lieu of a contribution on salary above the tax qualified limit, an additional
contribution is granted to a Supplemental Employee Executive Retirement Plan
(SERP). The SERP is unfunded.
Annual performance-related bonus
The
Remuneration Committee determines performance targets annually. Bonus payments
are non-pensionable. In 2005, the executive directors
were eligible for an annual cash bonus, with a maximum level of 100% of base salary for all but Tom Glocer, whose maximum level was 150% of salary. In February 2006, the Remuneration Committee considered 2005 performance, relative to the specified targets, and determined that the executive directors had earned bonuses of 72% of bonus potential.
2005 was the final year of the Fast Forward programme. During 2005, recognising the importance of revenue and cost targets during this period of significant transformation, the Remuneration Committee increased the focus on achieving the financial results associated with the Fast Forward programme. As such, 80% of the maximum bonus potential was measured against Target Trading Profit, budgeted revenue and free cash flow targets. The remainder was determined by customer satisfaction results. For 2006, the bonus will continue to focus on financial performance and customer satisfaction measures in the same proportion as in 2005. The bonus potential for Tom Glocer will remain at 150% of salary. The bonus potential for David Grigson and Devin Wenig will be 125% of salary.
There is a profit threshold, based on Target Trading Profit, below which no bonuses will be paid. The Remuneration Committee reviews the business plan and establishes this threshold each year.
Equity incentive plans
In
2004, the Remuneration Committee introduced an Annual Bonus Profit Sharing Plan
and a Restricted Share Plan as discussed below. Executive directors do not normally
participate in these
Plans and they have not done so since their introduction.
The executive directors participate in a discretionary stock option plan (DSOP) and a long-term incentive plan (LTIP) designed to reward longer-term performance. Details of all share incentive awards outstanding for each executive director serving during 2005 are set out on pages 46 and 47.
Equity awards for executive directors are subject to the performance conditions applicable to the relevant plan. Towers Perrin provides data to the Remuneration Committee that models the expected values for equity awards. The Remuneration Committee has completed a review of remuneration arrangements, including the structure of equity plans to ensure that they remain in line with best practice and are also in alignment with the strategic business plan.
This review included consultation with a number of the companys major shareholders as well as the main representative bodies, the Association of British Industry (ABI) and the Research Recommendations and Electronic Voting Services (RREV) (a joint venture between the National Association of Pension Funds (NAPF) and Institutional Shareholder Services (ISS)). It was decided to continue to operate the LTIP and the DSOP but to increase the proportion of performance shares and to reduce the number of share options awarded, effectively rebalancing the quantum of share options and performance shares, placing more emphasis on performance shares. The Remuneration Committee also plans to maintain the overall expected value of the equity incentive plans at a comparable level to the 2005 level. These are described in more detail below.
It is also the Remuneration Committees intention to fix, at least for 2006 and 2007, the number of shares over which options will be granted under the DSOP and the number of conditional shares which will be awarded under the LTIP. This will bring greater transparency, shareholder certainty and consistency to the equity element of remuneration. Details of the number of shares awarded under each plan are included in the relevant section below.
40 | Reuters Group PLC Annual Report and Form 20-F 2005 |
In 2001, the Remuneration Committee obtained shareholder approval to dis-apply inner dilution limits. The Remuneration Committee conducts regular reviews to ensure that the dilutive impact of equity plans remains within appropriate levels. The projected dilution rate for the 2006 awards is below 1% of issued share capital.
LTIP Since 1993, Reuters has operated a long-term incentive plan 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. From 2003, awards have been based on the fair market value per share using option pricing methodology. The fair market value ascribed to each share for LTIP purposes in 2005 was 43.8% of current market value. The LTIPs performance is assessed by reference to the companys relative total shareholder return (TSR) measured against the FTSE 100 over the performance period.
As a matter of good practice, TSR performance is measured independently prior to review by the Remuneration Committee.
The Remuneration Committee considers that relative TSR remains an appropriate measurement criterion for the LTIP. Whilst endorsing relative TSR as a measure, the Remuneration Committee recognises that Reuters does not fall naturally into any one of the existing FTSE industrial sectors. Accordingly, following a review, the Remuneration Committee continues to believe that the FTSE 100, rather than one individual sector or a bespoke peer group e.g. media and photography, remains the most appropriate peer group for comparison purposes. For awards made in 2006 and subsequently, this criterion will apply to determine the vesting for 50% of the initial award. The remaining proportion of the award will be determined by Reuters achievement of preset Profit Before Tax (PBT) growth achieved over the three year performance period. The performance range will be calibrated by the Remuneration Committee at the commencement of each performance period.
For both the preset PBT growth element and the TSR element one third of the full award will vest for threshold performance. This is the median of the FTSE 100 for the TSR element and growth equivalent to at least 8% a year for the PBT element.
For awards made in or prior to 2003 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. Awards granted in 2000 and 2001 did not meet the performance condition required for vesting and accordingly, these awards lapsed. At the 2004 AGM and for grants from 2004, shareholders approved the removal of the re-testing provision.
For 2005 awards, Reuters relative TSR ranking determines the extent to which plan awards will vest. Reuters must achieve median TSR performance for a proportion of the award to vest; full vesting only occurs for top quartile performance. Awards that do not meet at least the median performance condition on completion of the performance period will lapse. As noted above, future awards of shares subject to the TSR test will continue to vest in full for top quartile performance, with one-third of the initial award vesting for median performance, and with proportionate vesting for incremental performance between these points. Details of the awards for 2005 are set out in the table on page 46.
The pre-set vesting criteria for awards which vested during 2005 or which have not yet vested are shown in the following table together with the actual ranking at 31 December 2005 (or on vesting if earlier). Awards granted prior to 2004 that vest under the plan are not released until at least five years from the date of grant.
Pre-set vesting criteria | ||||
Date measurement period commenced |
Rankings for 100% vesting | Rankings for zero vesting |
Ranking at
31 December 2005 |
|
1 January 2001 | 1 to 25 | 51 to 100 | 86 | |
1 January 2002 | 1 to 25 | 51 to 100 | 93 | |
1 January 2003 | 1 to 25 | 51 to 100 | 71 | |
1 January 2004 | 1 to 25 | 51 to 100 | 6 | |
1 January 2005 | 1 to 25 | 51 to 100 | 70 | |
In order to smooth the opening and closing points of measurement, the average of the daily closing prices for the immediately preceding twelve months, together with any dividends paid, is used to calculate the TSR. Shares awarded under the plan will continue to be met from existing shares held by Reuters Employee Share Ownership Trusts (ESOTs). The costs are charged to the profit and loss account over the vesting periods.
For 2006, a fixed award will be granted to each executive director as noted above. These will be 500,000 shares for Tom Glocer, 200,000 shares for David Grigson and 250,000 shares for Devin Wenig.
DSOP A global discretionary stock option plan 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. 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 GMC. Other employees may be eligible to participate in the Restricted Share Plan (see below).
Specific performance conditions apply to each option grant to executive directors.
For awards granted from 2001 to 2004, the Remuneration Committee could approve the re-testing of performance up to twice, in the event the performance condition was not met, by extending the performance period by up to two years with an increase of 3% in the hurdle rate of Earnings Per Share (EPS) growth as calculated under UK GAAP for each year added to the performance period. If the target rate was not met by the end of the fifth year, the options would lapse.
These performance conditions were established in 2001 to retain management focus on earnings in a particularly challenging market.
The performance conditions have been measured for the 2001, 2002 and 2003 grants. The performance conditions were not met for the 2001 and 2002 grants. The 2001 grant will lapse and, under the legacy re-testing provisions, the 2002 grant will be subject to a final retest against basic EPS performance for 2006. The 2003 award did meet the performance conditions and, accordingly, the 2003 DSOP award has vested.
For awards granted from 2004, the re-testing provisions have been removed and new awards will not permit any extension of the measurement period. If the awards do not meet the EPS performance condition upon completion of the initial performance period they will lapse.
Options granted to executive directors in 2004 and 2005 can vest only if the percentage growth in EPS exceeds the percentage growth in the retail price index by more than 9% over the three year performance period.
Reuters Group PLC Annual Report and Form 20-F 2005 | 41 |
Remuneration report continued
The executive directors are contractually entitled to participate in the DSOP. 2005 awards are detailed in the table set out on page 40. It is the Remuneration Committees practice to divide participants annual entitlements into two awards, normally made following the announcement of preliminary annual and half-yearly results.
For 2006 and 2007 awards, the Remuneration Committee has introduced a more demanding target to determine the extent to which options will be exercisable, introduced sliding scale vesting provisions and extended the period over which shares can be released from the plan. A minimum level of 6% a year growth in EPS will be required for half the options to vest; 9% a year will be required for all options to vest. For rates of growth between 6% and 9% options will vest on a proportionate basis. Furthermore, whereas all options may be exercised at present three years after grant provided that the performance test is met, executive directors will only be permitted to exercise 50% of the vested options after the initial three year period. The remaining options will only be exercisable, in two equal tranches, one and two years later.
It is proposed that a fixed number of share options be established for granting to each executive director and that these are granted in equal measure over the next two years. For 2006, Tom Glocer will receive 1,250,000 options, David Grigson and Devin Wenig will each receive 500,000 options and 650,000 options, respectively.
Since 2001, in addition to the requirements applicable under the plan rules, share options granted under the DSOP have been granted on terms that require recipients, who are subject to the UK national insurance regime, to pay that proportion of national insurance contributions normally attributable to the employer in addition to the proportion normally payable by the employee. The quantum of options awarded was not increased to reflect the transfer of this liability from Reuters to the recipient.
At the time of its introduction, it was envisaged that the above approach would become standard market practice. However, market practice has not evolved in this way and accordingly the approach operated by Reuters is inconsistent with market norms. In light of this and other factors, including a desire to optimise the effect of incentive plans and to operate plans in a consistent manner across geographical borders, the Remuneration Committee, having taken independent advice, decided that any future share options would not be granted on the above basis and that the employers national insurance liability would be borne by Reuters. It was considered that such action would result in the DSOP being a more effective incentive. This approach has the additional benefit of all executive directors being treated on a more equitable basis.
SAYE Plan An all-employee international savings-related share option plan is offered in which the executive directors are 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. For the 2005 offer, the fixed monthly savings amount was established at a maximum of £100 per month with a three year savings period.
Annual Bonus Profit Sharing Plan (ABPSP) On 18 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. Executive directors and members of the GMC did not participate in this plan in 2005.
A decision is taken on an annual basis to operate the plan for the forthcoming year. Reuters has determined that this plan will operate for 2006. Payments under the plan were typically made in the form of shares which were normally subject to a 12 month vesting period with automatic release thereafter. To simplify the operation of the plan, payments in the future, including under the 2005 plan, will be made in cash. For 2005, participating employees will receive an award equivalent to 1% of an employees eligible salary.
Restricted Share Plan (RSP) On 17 April 2004, at the AGM, the shareholders approved the introduction in 2004 of the RSP. Currently restricted shares will not normally be granted for long-term incentive purposes to executive directors or members of the GMC. It is intended that, other than for executive directors and GMC members, employees will be eligible to participate in this plan instead of the DSOP. This plan enables Reuters to provide market competitive remuneration, whilst reducing the dilution impact to shareholders. 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.
Legacy plans The following four plans are legacy plans under which Tom Glocer and Devin Wenig received awards prior to becoming executive directors. It is not intended that executive directors should receive any further awards under these plans.
Performance related share plan (PRSP) This plan operated from 1995 to 2001 and targeted senior executives not participating in the LTIP. Tom Glocer and Devin Wenig hold awards granted before they became executive directors. 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.
Deferred bonus share plan (DBSP) Restricted share awards were made in 2000 as a special retention bonus to a total of around 100 senior managers, excluding the executive directors in office at that time. As a retention tool, and in line with the then market practice, they were made conditional only on remaining in employment until the shares vested. These awards vested in February 2002 and February 2003. Tom Glocer retained all of the shares that vested, meeting the statutory deductions and taxes from his own resources.
Executive stock option plan (ESOP) Tom Glocer participated in an executive stock option plan operated in 1993 and 1994 prior to being appointed to the Board. Options under the plan carry no performance conditions and vested automatically on the third anniversary of grant. All options awarded to Tom Glocer under this plan have lapsed.
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 lapsed in September 2005. A small supplementary grant was made to new employees in March 1999, at an option price of £8.14 and these will normally expire in March 2006.
05 Performance graph
Reuters TSR for
the five years to 31 December 2005 compared with the return achieved by the FTSE
100 index of companies is shown below. This index is used as the comparator group
for the performance conditions attached to the LTIP and PRSP referred to above.
The
42 | Reuters Group PLC Annual Report and Form 20-F 2005 |
calculations assume the reinvestment of dividends. Performance in respect of individual awards is shown on pages 41 and 42.
06 Subsidiary undertaking share plans
Reuters divested its interest in Instinet Group on 8 December 2005 and consequently no subsidiary undertaking share plans are significant.
07 Service contracts
It
is Reuters policy that new executive directors be offered notice periods of
not more than one year. Reuters recognises, however, that, in the case of appointments
from outside the company, a longer notice period may initially be necessary,
reducing to one year subsequently. In light of this, the Remuneration Committee
will consider termination provisions to ensure that appropriate provisions
are
in place in the event of the
termination of any executive directors service contract.
Tom Glocer has a service contract, with an effective date of 23 July 2001, normally terminable by him on 90 days notice or, where due to the companys fault, on 30 days notice. The company may terminate without cause on 30 days notice. In the event of termination by Tom Glocer due to the companys fault, or by the company without cause, or in the event of a change of control, Tom Glocers compensation will be limited to a maximum of 12 months accrued benefits being annual-salary, annual bonus and pension contributions.
In the event of a non-fault termination, Tom Glocer retains the benefit of any outstanding share plan awards as if his employment had not ceased. In addition, Tom Glocer and his family retain the life assurance and private healthcare benefits provided by Reuters for one year following termination.
David Grigsons and Devin Wenigs contracts have effective dates of 21 June 2001 and 17 February 2003 respectively, and can be terminated on one years notice. Any termination payment will not exceed an amount equal to the sum of annual salary, bonus and 12 months pension contributions paid by Reuters.
On a change of control of the company, all the executive directors are entitled to terminate their contracts on one months notice unless the acquiring party has, within three months of the change of control, agreed to adopt and uphold the Reuters Trust Principles (see page 119). Termination payments of a maximum of 12 months salary, annual bonus and 12 months pension contributions are payable to David Grigson and Devin Wenig (and to Tom Glocer as previously detailed) in such circumstances.
All executive directors have contractual terms that limit the ability of an executive director to work for a defined list of competitor
companies for a period of time. These provisions are in place to protect intellectual property and commercially sensitive information.
08 Policy on external appointments
Reuters
recognises that executive directors may be invited to become non-executive directors
of other companies or to become involved in charitable or public service organisations.
As the Board believes that this can broaden the knowledge and experience of directors
to its benefit, it is Reuters policy to approve such appointments, provided there
is no conflict of interest and the commitment required is not excessive. Board
approval
is required and directors are permitted to retain cash-only fees paid for such
appointments. No executive directors retained any fees for external directorships
during 2005 except for Devin Wenig who received fees of $17,625 and 3,000
shares of restricted stock, in his capacity as director of Nastech Pharmaceutical
Company.
Reuters Group PLC Annual Report and Form 20-F 2005 | 43 |
Remuneration report continued
09
Directors remuneration for 2005
The
disclosures required by Part 3 of schedule 7A to the Companies Act 1985 (the auditable part)
are contained within this section.
2005 | 2004 | ||||||||||||||
Compensation | |||||||||||||||
Salary/ | Expense | for Loss | |||||||||||||
Fees | Bonus | Benefits1 | Allowances2 | of Office | Total | Total | |||||||||
£000 | £000 | £000 | £ 000 | £000 | £000 | £000 | |||||||||
|
|||||||||||||||
Chairman | |||||||||||||||
Niall FitzGerald, KBE | 500 | | 23 | | | 523 | 163 | ||||||||
Non-executive directors | |||||||||||||||
Lawton Fitt3 | 50 | | | 25 | | 75 | 25 | ||||||||
Penny Hughes | 50 | | | | | 50 | 25 | ||||||||
Ed Kozel3 | 50 | | | 30 | | 80 | 65 | ||||||||
Sir Deryck Maughan | 14 | | | | | 14 | n/a | ||||||||
Ken Olisa4 | 50 | | | 1 | | 51 | 35 | ||||||||
Dick Olver | 70 | | | | | 70 | 69 | ||||||||
Charles Sinclair | 55 | | | | | 55 | 60 | ||||||||
Ian Strachan5 | 246 | | | | | 246 | 243 | ||||||||
Executive directors | |||||||||||||||
Tom Glocer6 | 816 | 881 | 269 | | | 1,966 | 2,322 | ||||||||
David Grigson7 | 436 | 324 | 5 | 74 | | 839 | 872 | ||||||||
Devin Wenig8 | 346 | 266 | 16 | 11 | | 639 | 686 | ||||||||
Total emoluments of directors9 | 2,683 | 1,471 | 313 | 141 | | 4,608 | 4,894 | ||||||||
Other
senior managers as a group (6 persons) (2004: 9 persons)10 |
2,187 | 1,194 | 174 | 182 | 879 | 4,616 | 5,026 | ||||||||
Notes: For disclosure purposes, all amounts have been rounded up to the nearest thousand. The following conversion rates were used: $1.83: £1 and CHF2.26: £1. | |
1 | Items included under Benefits are those provided as goods and services received during the year. |
2 | Items included under Expense Allowances are contractual benefits, which are paid in cash rather than as goods and services during the year. |
3 | The £25,000 to Lawton Fitt and £30,000 allowance to Ed Kozel represent travel allowances to attend UK Board meetings. |
4 | Ken Olisas non-executive director fee was paid directly to Interregnum PLC. Ken Olisa received an Expense Allowance of £700. |
5 | Fees paid to Ian Strachan include $350,000 in respect of his position as a non-executive director (Chairman) of Instinet Group, £50,000 in respect of his position as non-executive director and £4,489 as Chairman of the Remuneration Committee from 20 July 2005. |
6 | Non-cash benefits received by Tom Glocer included accommodation costs of £228,309, company car and healthcare benefits totalling £28,745 and long-term disability insurance of £1,992. |
7 | Non-cash benefits received by David Grigson included healthcare benefits of £1,935 and long-term disability insurance of £1,620. Allowances consist of a car allowance of £7,420 and a retirement allowance of £66,560. |
8 | Devin Wenigs benefits consist of healthcare. Allowances consist of a car allowance of £10,492. Devin Wenigs salary is paid in US dollars and the total amount reflected in the table is contractually split between his role as executive director and President of Business Divisions. |
9 | The total aggregate emoluments for the directors for the period 1 January 2005 to 31 December 2005 which excludes termination payments were £4,608 million. The total equivalent emoluments for 2004, was £4.9 million, which excludes termination payments. |
10 | Other senior managers as a group were 8 persons at 1 January 2005 and were 6 persons at 31 December 2005 following the resignations from the GMC of Alex Hungate on 30 June 2005, Mike Sayers on 21 September 2005 and Chris Verougstraete on 2 October 2005 and the interim appointment of Anne Bowerman to the GMC on 7 July 2005. |
44 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Directors pensions
Tom Glocer, David Grigson and Devin Wenig participate in defined contribution pension arrangements.
Tom Glocer participates in Reuters US pension arrangements and is entitled to a pension allowance of 25% of his base salary during 2005 and 2006. He is entitled to a lump sum death-in-service benefit whilst in service of four-times basic salary.
David Grigson is a member of the Reuters Retirement Plan in the UK and is entitled to a contribution in respect of pension benefits equal to 20% of the UK earnings cap. With effect from 1 June 2005, the
company introduced a salary sacrifice scheme for all pension plan members under which the company increased pension contributions by 4% in return for a reduction in the contractual base salary of the same percentage. This increased the company contribution from 20% to 24% from that date. He is entitled to a lump sum death-in-service benefit whilst in service of four-times basic salary.
Devin Wenig participates in Reuters US pension arrangements and is entitled to a pension allowance of 6% of his base salary. He is entitled to a lump sum death-in-service benefit of $1 million.
Contributions and
allocations (including the cost of life cover) in respect of these directors
in 2005 were:
Company contribution | ||||
Age | in respect of period £000 | |||
Tom Glocer | 46 | 207 | ||
David Grigson | 51 | 28 | ||
Devin Wenig | 39 | 20 | ||
The information shown complies with requirements under both the UK Listing Authority and the Directors Remuneration report Regulations 2002.
The total amount of contributions or accruals made in 2005 to provide pension and similar benefits for the directors was £307,310 (2004: £693,315) and for the executive directors and the other senior managers as a group was £847,251 (2004: £1,622,626).
These aggregate figures also include an accrual of £52,000 and £60,000 respectively for the investment returns within the US executive pension arrangements. These investment returns are calculated based on each individuals notional fund choices made by reference to actual investment funds and the actual investment returns achieved on these funds.
Reuters Group PLC Annual Report and Form 20-F 2005 | 45 |
Remuneration report continued
Directors interests in long-term incentive plans5
Market value | |||||||||||||||||||||||||
Number at | per share | Number at | |||||||||||||||||||||||
1 January | at grant | 31 December | |||||||||||||||||||||||
2005 | Number | for awards | Number | Number | Number | 2005 | Date | ||||||||||||||||||
(or later | granted | made | vested | (exercised) | (lapsed) | (or earlier | End of | from which | |||||||||||||||||
Date of | date of | during | during | during | during | during | date of | qualifying | rights are | Expiry | |||||||||||||||
Plan1 | award | appointment) | period | period | period2 | period | period | departure) | period | exercisable | date | ||||||||||||||
Tom Glocer5 | PRSP3 | 15 Mar 00 | 4 | 33,518 | | | | | (33,518 | ) | | 31 Dec 04 | 1 Jan 05 | 31 Dec 06 | |||||||||||
LTIP3 | 25 Jun 01 | 174,451 | | | | | | 174,451 | 31 Dec 05 | 1 Jan 06 | 31 Dec 07 | ||||||||||||||
20 Feb 02 | 234,974 | | | | | | 234,974 | 31 Dec 06 | 1 Jan 07 | 31 Dec 08 | |||||||||||||||
24 Feb 03 | 1,731,277 | | | | | | 1,731,277 | 31 Dec 06 | 1 Jan 07 | 31 Dec 09 | |||||||||||||||
23 Feb 04 | 544,094 | | | | | | 544,094 | 31 Dec 06 | 1 Jan 07 | 31 Dec 10 | |||||||||||||||
11 Mar 05 | | 417,228 | 419 | p | | | | 417,228 | 31 Dec 07 | 1 Jan 08 | 31 Dec 11 | ||||||||||||||
DBSP | 24 Mar 00 | 4 | 75,000 | | | | (75,000 | ) | | | 15 Feb 02 | 6 Apr 05 | n/a | ||||||||||||
30 May 00 | 4 | 60,000 | | | | (60,000 | ) | | | 15 Feb 03 | 6 Apr 05 | n/a | |||||||||||||
Total | 2,853,314 | 417,228 | | | (135,000 | ) | (33,518 | ) | 3,102,024 | ||||||||||||||||
David Grigson5 | LTIP3 | 5 Dec 00 | 42,579 | | | | | (42,579 | ) | | 31 Dec 04 | 1 Jan 05 | 31 Dec 06 | ||||||||||||
25 Jun 01 | 26,294 | | | | | | 26,294 | 31 Dec 05 | 1 Jan 06 | 31 Dec 07 | |||||||||||||||
20 Feb 02 | 37,205 | | | | | | 37,205 | 31 Dec 06 | 1 Jan 07 | 31 Dec 08 | |||||||||||||||
24 Feb 03 | 200,000 | | | | | | 200,000 | 31 Dec 06 | 1 Jan 07 | 31 Dec 09 | |||||||||||||||
23 Feb 04 | 200,000 | | | | | | 200,000 | 31 Dec 06 | 1 Jan 07 | 31 Dec 10 | |||||||||||||||
11 Mar 05 | | 163,468 | 419 | p | | | | 163,468 | 31 Dec 07 | 1 Jan 08 | 31 Dec 11 | ||||||||||||||
Total | 506,078 | 163,468 | | | | (42,579 | ) | 626,967 | |||||||||||||||||
Devin Wenig5 | PRSP3 | 1 Apr 99 | 4 | 15,489 | | | | (15,489 | ) | | | 31 Dec 01 | 1 Jan 02 | 31 Dec 05 | |||||||||||
15 Mar 00 | 4 | 18,166 | | | | | (18,166 | ) | | 31 Dec 04 | 1 Jan 05 | 31 Dec 06 | |||||||||||||
29 Mar 01 | 4 | 20,704 | | | | | | 20,704 | 31 Dec 05 | 1 Jan 06 | 31 Dec 07 | ||||||||||||||
LTIP3 | 25 Jun 01 | 4 | 2,295 | | | | | | 2,295 | 31 Dec 05 | 1 Jan 06 | 31 Dec 07 | |||||||||||||
20 Feb 02 | 4 | 22,047 | | | | | | 22,047 | 31 Dec 06 | 1 Jan 06 | 31 Dec 08 | ||||||||||||||
24 Feb 03 | 200,000 | | | | | | 200,000 | 31 Dec 06 | 1 Jan 07 | 31 Dec 09 | |||||||||||||||
23 Feb 04 | 200,000 | | | | | | 200,000 | 31 Dec 06 | 1 Jan 07 | 31 Dec 10 | |||||||||||||||
11 Mar 05 | | 163,468 | 419 | p | | | | 163,468 | 31 Dec 07 | 1 Jan 08 | 31 Dec 11 | ||||||||||||||
Total | 478,701 | 163,468 | | | (15,489 | ) | (18,166 | ) | 608,514 | ||||||||||||||||
Other senior | |||||||||||||||||||||||||
managers as a | |||||||||||||||||||||||||
group (6 persons) | |||||||||||||||||||||||||
(2004: 9 persons)6 | |||||||||||||||||||||||||
PRSP3 | 1 Apr 99 | 22,110 | | | | (22,110 | ) | | | 31 Dec 01 | 1 Jan 02 | 31 Dec 05 | |||||||||||||
15 Mar 00 | 71,314 | | | | | (71,314 | ) | | 31 Dec 04 | 1 Jan 05 | 31 Dec 06 | ||||||||||||||
29 Mar 01 | 52,910 | | | | | | 52,910 | 31 Dec 05 | 1 Jan 06 | 31 Dec 07 | |||||||||||||||
LTIP3 | 25 Jun 01 | 5,279 | | | | | | 5,279 | 31 Dec 05 | 1 Jan 06 | 31 Dec 07 | ||||||||||||||
20 Feb 02 | 64,328 | | | | | | 64,328 | 31 Dec 06 | 1 Jan 07 | 31 Dec 08 | |||||||||||||||
24 Feb 03 | 546,343 | | | | | | 546,343 | 31 Dec 06 | 1 Jan 07 | 31 Dec 09 | |||||||||||||||
4 Aug 03 | 208,333 | | | | | | 208,333 | 31 Dec 06 | 1 Jan 07 | 31 Dec 09 | |||||||||||||||
23 Feb 04 | 432,988 | | | | | (5,562 | ) | 427,426 | 31 Dec 06 | 1 Jan 07 | 31 Dec 10 | ||||||||||||||
11 Mar 05 | 7,266 | 354,417 | 419 | p | | | (24,606 | ) | 337,077 | 31 Dec 06 | 1 Jan 07 | 31 Dec 11 | |||||||||||||
RSP | 27 Aug 042 | 4,096 | | | 1,024 | (1,024 | ) | | 3,072 | 27 Aug 05 | 27 Aug 05 | 27 Aug 08 | |||||||||||||
11 Mar 05 | 7,352 | 41,968 | 419 | p | | | | 49,320 | 11 Mar 06 | 11 Mar 06 | 11 Mar 09 | ||||||||||||||
ABPSP | 11 Mar 05 | 417 | | 419 | p | | | | 417 | 11 Mar 06 | 11 Mar 06 | 11 Mar 06 | |||||||||||||
Total | 1,422,736 | 396,385 | | 1,024 | (23,134 | ) | (101,482 | ) | 1,694,505 | ||||||||||||||||
Notes: | |
1 | See performance conditions attached to PRSP, LTIP & DBSP awards, as described in section 04 above. |
2 | The first 25% of the RSP 27 August 2004 award vested on 27 August 2005 and the shares were released on 30 August 2005. |
3 | PRSP awards are available for exercise immediately on vesting. The qualifying period may be extended by up to two years where vesting does not occur or is only partial after the initial three-year period. LTIP awards to executive directors prior to 2004 are subject to a retention period of two years from vesting, save that this is reduced to one year where the performance period has been extended to five years. |
LTIP 2000 and PRSP 2000 did not meet performance conditions and therefore lapsed. | |
4 | The indicated awards were made prior to the appointment of the relevant individual as an executive director. |
5 | 2006 awards are described on pages 40 and 41. |
6 | Other senior managers as a group were 8 persons at 1 January 2005 and were 6 persons at 31 December 2005 following the resignations from the GMC of Alex Hungate on 30 June 2005, Mike Sayers on 21 September 2005 and Chris Verougstraete on 2 October 2005 and the interim appointment of Anne Bowerman to the GMC on 7 July 2005. The numbers include awards granted to Anne Bowerman under the Annual Bonus Profit Sharing Scheme and Restricted Share Plan prior to her appointment to the GMC. |
46 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Directors share options
Number at | 5 | 5 | Number at | ||||||||||||||||||||
1 January | 31 December | ||||||||||||||||||||||
2005 | Number | Number | Number | Number | 2005 | ||||||||||||||||||
Exercise | (or later | granted | vested | (exercised) | (lapsed) | (or earlier | Earliest | ||||||||||||||||
Date of | price | date of | during | during | during | during | date of | exercise | Expiry | ||||||||||||||
Plan | grant | (pence) | (appointment) | period | period) | period) | period | departure) | date | date | |||||||||||||
Tom Glocer6 | DSOP | 3 | 25 Jun 01 | 862 | 565,113 | | | | | 565,113 | 25 Jun 06 | 25 Jun 11 | |||||||||||
20 Feb 02 | 528 | 461,295 | | | | | 461,295 | 20 Feb 07 | 20 Feb 12 | ||||||||||||||
2 Aug 02 | 266 | 915,654 | | | | | 915,654 | 2 Aug 07 | 2 Aug 12 | ||||||||||||||
24 Feb 03 | 135 | 1,307,514 | | | | | 1,307,514 | 24 Feb 06 | 24 Feb 13 | ||||||||||||||
4 Aug 03 | 245 | 706,594 | | | | | 706,594 | 4 Aug 06 | 4 Aug 13 | ||||||||||||||
23 Feb 04 | 407 | 789,430 | | | | | 789,430 | 23 Feb 07 | 23 Feb 14 | ||||||||||||||
27 Aug 04 | 321 | 1,000,928 | | | | | 1,000,928 | 27 Aug 07 | 27 Aug 14 | ||||||||||||||
11 Mar 05 | 419 | | 719,473 | | | | 719,473 | 11 Mar 08 | 11 Mar 15 | ||||||||||||||
2 Aug 05 | 389 | | 774,959 | | | | 774,959 | 2 Aug 08 | 2 Aug 15 | ||||||||||||||
ESOP | 3 | 9 Feb 94 | 1&2 | $7.28 | 13,716 | | | | (13,716 | ) | | 9 Feb 97 | 9 Feb 05 | ||||||||||
SAYE | 3 | 16 Apr 03 | 90 | 4,200 | | | | | 4,200 | 1 Jun 06 | 1 Dec 06 | ||||||||||||
7 Apr 04 | 314 | 1,200 | | | | | 1,200 | 1 Jun 07 | 1 Dec 07 | ||||||||||||||
14 Apr 05 | 333 | | 569 | | | | 569 | 1 Jun 08 | 1 Dec 08 | ||||||||||||||
Plan 2000 | 3 | 24 Sep 98 | 550 | 2,000 | | | | (2,000 | ) | | 24 Sep 01 | 2 | 24 Sep 05 | ||||||||||
Total | 5,767,644 | 1,495,001 | | | (15,716 | ) | 7,246,929 | ||||||||||||||||
David Grigson6 | DSOP | 3 | 25 Jun 01 | 862 | 92,807 | | | | | 92,807 | 25 Jun 06 | 25 Jun 11 | |||||||||||
20 Feb 02 | 528 | 75,757 | | | | | 75,757 | 20 Feb 07 | 20 Feb 12 | ||||||||||||||
2 Aug 02 | 266 | 150,375 | | | | | 150,375 | 2 Aug 07 | 2 Aug 12 | ||||||||||||||
24 Feb 03 | 135 | 200,000 | | | | | 200,000 | 24 Feb 06 | 24 Feb 13 | ||||||||||||||
4 Aug 03 | 245 | 200,000 | | | | | 200,000 | 4 Aug 06 | 4 Aug 13 | ||||||||||||||
23 Feb 04 | 407 | 122,950 | | | | | 122,950 | 23 Feb 07 | 23 Feb 14 | ||||||||||||||
27 Aug 04 | 321 | 155,892 | | | | | 155,892 | 27 Aug 07 | 27 Aug 14 | ||||||||||||||
11 Mar 05 | 419 | | 281,886 | | | | 281,886 | 11 Mar 08 | 11 Mar 15 | ||||||||||||||
2 Aug 05 | 389 | | 303,625 | | | | 303,625 | 2 Aug 08 | 2 Aug 15 | ||||||||||||||
SAYE | 3 | 16 Apr 03 | 90 | 4,200 | | | | | 4,200 | 1 Jun 06 | 1 Dec 06 | ||||||||||||
7 Apr 04 | 314 | 1,200 | | | | | 1,200 | 1 Jun 07 | 1 Dec 07 | ||||||||||||||
14 Apr 05 | 333 | | 569 | | | | 569 | 1 Jun 08 | 1 Dec 08 | ||||||||||||||
Total | 1,003,181 | 586,080 | | | | 1,589,261 | |||||||||||||||||
Devin Wenig6 | DSOP | 3 | 27 Dec 00 | 2&3 | 1,139 | 6,913 | | | | | 6,913 | 27 Dec 01 | 27 Dec 07 | ||||||||||
25 Jun 01 | 2&3 | 862 | 9,135 | | 2,284 | | | 9,135 | 25 Jun 02 | 25 Jun 11 | |||||||||||||
20 Feb 02 | 2&3 | 528 | 25,936 | | 6,484 | | | 25,936 | 20 Feb 03 | 20 Feb 12 | |||||||||||||
2 Aug 02 | 2 | 266 | 200,000 | | 50,000 | | | 200,000 | 2 Aug 03 | 2 Aug 12 | |||||||||||||
24 Feb 03 | 135 | 200,000 | | | | | 200,000 | 24 Feb 06 | 20 Feb 13 | ||||||||||||||
4 Aug 03 | 245 | 200,000 | | | | | 200,000 | 4 Aug 06 | 4 Aug 13 | ||||||||||||||
23 Feb 04 | 407 | 122,950 | | | | | 122,950 | 23 Feb 07 | 23 Feb 14 | ||||||||||||||
27 Aug 04 | 321 | 155,892 | | | | | 155,892 | 27 Aug 07 | 27 Aug 14 | ||||||||||||||
11 Mar 05 | 419 | | 281,886 | | | | 281,886 | 11 Mar 08 | 11 Mar 15 | ||||||||||||||
2 Aug 05 | 389 | | 303,625 | | | | 303,625 | 2 Aug 08 | 2 Aug 15 | ||||||||||||||
SAYE | 3 | 7 Apr 04 | 1 | $7.27 | 1,200 | | | | | 1,200 | 1 Jun 07 | 1 Dec 07 | |||||||||||
14 Apr 05 | 1 | $7.93 | | 1,138 | | | | 1,138 | 1 Jun 08 | 1 Dec 08 | |||||||||||||
Plan 2000 | 3 | 24 Sep 98 | 2 | 550 | 2,000 | | | | (2,000 | ) | | 24 Sep 01 | 24 Sep 05 | ||||||||||
Total | 924,026 | 586,649 | 58,768 | | (2,000 | ) | 1,508,675 | ||||||||||||||||
Other
senior managers as a group (6 persons) (2004: 9 persons)7 |
|||||||||||||||||||||||
DSOP | 3 | 27 Dec 00 | 1,139 | 28,904 | | | | | 28,904 | 27 Dec 01 | 27 Dec 07 | ||||||||||||
25 Jun 01 | 862 | 5,800 | | 1,450 | | | 5,800 | 25 Jun 02 | 25 Jun 06 | ||||||||||||||
25 Jun 01 | 862 | 35,757 | | 15,140 | | | 35,757 | 25 Jun 02 | 25 Jun 11 | ||||||||||||||
21 Dec 01 | 692 | 2,025 | | 507 | | | 2,025 | 21 Dec 02 | 21 Dec 11 | ||||||||||||||
20 Feb 02 | 528 | 5,697 | | 1,424 | | | 5,697 | 20 Feb 03 | 20 Feb 07 | ||||||||||||||
20 Feb 02 | 528 | 78,242 | | 31,955 | | | 78,242 | 20 Feb 03 | 20 Feb 12 | ||||||||||||||
2 Aug 02 | 266 | 150,000 | | 37,500 | | | 150,000 | 2 Aug 03 | 2 Aug 07 | ||||||||||||||
2 Aug 02 | 266 | 570,246 | | 255,061 | | | 570,246 | 2 Aug 03 | 2 Aug 12 | ||||||||||||||
24 Feb 03 | 135 | 460,737 | | 182,954 | (31,829 | ) | (3,125 | ) | 425,783 | 24 Feb 04 | 24 Feb 13 | ||||||||||||
1 Apr 03 | 108 | 350,208 | | 306,432 | | (43,776 | ) | 306,432 | 1 Apr 04 | 1 Apr 13 | |||||||||||||
4 Aug 03 | 245 | 675,050 | | 266,364 | (17,538 | ) | (29,821 | ) | 627,691 | 4 Aug 04 | 4 Aug 13 | ||||||||||||
23 Feb 04 | 407 | 391,075 | | 146,252 | | (36,735 | ) | 354,340 | 23 Feb 05 | 23 Feb 14 | |||||||||||||
Reuters Group PLC Annual Report and Form 20-F 2005 | 47 |
Remuneration report continued
Directors share options continued
27 Aug 04 | 321 | 487,676 | | 165,384 | | (64,586 | ) | 423,090 | 27 Aug 05 | 27 Aug 14 | |||||||||||||
11 Mar 05 | 419 | | 276,904 | 19,596 | | (32,660 | ) | 244,244 | 11 Mar 06 | 11 Mar 15 | |||||||||||||
2 Aug 05 | 389 | | 241,968 | | | | 241,968 | 2 Aug 06 | 2 Aug 15 | ||||||||||||||
Plan 2000 | 3 | 24 Sep 98 | 550 | 14,000 | | | | (14,000 | ) | | 24 Sep 01 | 24 Sep 05 | |||||||||||
SAYE | 3 | 11 Apr 02 | 448 | 2,120 | | | | (2,120 | ) | | 1 Jun 05 | 1 Dec 05 | |||||||||||
16 Apr 03 | 90 | 21,000 | | 3,500 | | (700 | ) | 20,300 | 1 Jun 06 | 1 Dec 06 | |||||||||||||
7 Apr 04 | 314 | 7,800 | | 1,200 | | (1,200 | ) | 6,600 | 1 Jun 07 | 1 Dec 07 | |||||||||||||
14 Apr 05 | 333 | 1,138 | 3,129 | 316 | | (822 | ) | 3,445 | 1 Jun 08 | 1 Dec 08 | |||||||||||||
Total | 3,287,475 | 522,001 | 1,435,035 | (49,367 | ) | (229,545 | ) | 3,530,564 | |||||||||||||||
Notes: | |
1 | The options indicated are over American Depositary Shares (ADSs). Each ADS represents six ordinary shares, is denominated is US dollars and trades on NASDAQ. For the purposes of this disclosure, ADSs have been converted into the equivalent number of ordinary shares and an equivalent option price. |
2 | The indicated awards were made prior to the appointment of the relevant individual as an executive director. The DSOP options granted prior to the appointment as an executive director have no performance condition. |
3 | Options granted under the SAYE Plan, Plan 2000 and the ESOP have no performance conditions. Save as disclosed in note 2 above, exercise of each DSOP award is conditional on the performance criteria described in section 04 and no performance conditions were varied during 2005. |
4 | At 31 December 2005, the market price of our shares was 431 pence per share and $44.25 per ADS. The highest prices during the year were 431 pence per share and $49.35 per ADS and the lowest were 351.75 pence per share and $37.33 per ADS. |
5 | There were gains of £823,125 on the exercise of share options in 2005 (2004: £306,526). The market price of the shares at the date of exercise on 9 June 2005 was £3.705. There were hypothetical gains of £2,141,667 made on the vesting of shares at the market value share price on the date of vesting. |
6 | 2006 awards are described on pages 40 and 41. |
7 | Other senior managers as a group were 8 persons at 1 January 2005 and were 6 persons at 31 December 2005 following the resignations from the GMC of Alex Hungate on 30 June 2005, Mike Sayers on 21 September 2005 and Chris Verougstraete on 2 October 2005 and the appointment of Anne Bowerman to the GMC on 7 July 2005. |
10 Directors interests
in ordinary shares
The
total interests of the current directors and other senior management in issued
share capital and in shares underlying options and incentive plans are shown
below as at 7 March 2006. No director or senior manager beneficially owns 1%
or more of Reuters issued share capital. Interests in ordinary shares (excluding
options and interests in long-term incentive plans disclosed above) held at 1
January 2005 and 31 December 2005 are also
shown for directors in office at 31 December 2004. Directors were the beneficial
owners of all shares except for 16,875 shares held by David Grigsons family
members and 52,451 shares held by a trust of which Tom Glocer and his family
are
beneficiaries.
Interests at 7 March 2006 | ||||||||||||
Interests
at
1 January 2005 Shares |
Interests
at
31 December 2005 Shares) |
|||||||||||
Shares |
Long-term incentives |
Options | ||||||||||
1 | ||||||||||||
Directors | ||||||||||||
Niall FitzGerald, KBE | 30,000 | 50,000 | 55,000 | | | |||||||
Tom Glocer | 217,113 | 372,145 | 372,145 | 3,102,024 | 7,246,929 | |||||||
David Grigson | 48,430 | 63,430 | 63,430 | 626,967 | 1,589,261 | |||||||
Devin Wenig | 78,354 | 105,843 | 105,843 | 608,514 | 1,508,675 | |||||||
Lawton Fitt | | 25,000 | 25,000 | | | |||||||
Penny Hughes | | | 2,392 | | | |||||||
Ed Kozel | 7,500 | 7,500 | 7,500 | | | |||||||
Sir Deryck Maughan | n/a | | | | | |||||||
Ken Olisa | | 2,550 | 2,550 | | | |||||||
Dick Olver | 10,000 | 10,000 | 10,000 | | | |||||||
Charles Sinclair | 35,000 | 35,000 | n/a | | | |||||||
Ian Strachan | 15,500 | 15,500 | 15,500 | | | |||||||
Other senior managers as a group (6 persons)2 | 162,124 | 198,599 | 139,150 | 1,662,676 | 3,530,564 | |||||||
None of the directors has notified the company of an interest in any other shares, or other transactions or arrangements which require disclosure. There have been no movements in the interests of the directors in the share capital of the Group companies since 31 December 2005 other than a purchase of 5,000 shares by Niall FitzGerald and 2,392 by Penny Hughes. | |
Notes: | |
1 | Or as at the date of retirement, if earlier. |
2 | Other senior managers as a group were 8 persons at 1 January 2005 and were 6 persons at 31 December 2005 following the resignations from the GMC of Alex Hungate on 30 June 2005, Mike Sayers on 21 September 2005 and Chris Verougstraete on 2 October 2005 and the interim appointment of Anne Bowerman to the GMC on 7 July 2005. |
On behalf of
the Board Niall FitzGerald, KBE Chairman, 10 March 2006 |
48 | Reuters Group PLC Annual Report and Form 20-F 2005 |
United States opinion |
Report
of independent Registered Public Accounting Firm
In
our opinion, the accompanying consolidated balance sheet and the related
consolidated income statement, consolidated cash flow statement and
consolidated statement of recognised income and expense present fairly,
in all material respects, the financial position of the Reuters Group
PLC and its subsidiaries at 31 December 2005 and 2004, and the results
of their operations and their cash flows for each of the two years
in the period ended 31 December, 2005 in conformity with IFRSs as adopted
by the EU. These financial statements are the responsibility of the
Groups management; our responsibility is to express an opinion
on these financial statements based on our audits. We conducted our
audits of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
As discussed
in the accounting policies, the Group adopted International Accounting Standards
(IAS) 32 Financial Instruments: Disclosure and Presentation, IAS
39 Financial Instruments: Recognition and Measurement and IFRS
5 Non-Current Assets Held for Sale and Discontinued Operations,
in accordance with IFRS as adopted by the EU. The change has been accounted
for prospectively from 1 January 2005 except for the disclosure requirements
of IFRS 5 which were also applied to the comparative information.
IFRSs as adopted by the EU vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in the Summary of differences between IFRS and US Generally Accepted Accounting Principles (US GAAP) in the consolidated financial statements.
PricewaterhouseCoopers
LLP London, 10 March 2006 |
Reuters Group PLC Annual Report and Form 20-F 2005 | 49 |
Consolidated income statement |
For the year ended 31 December
2005 | 2004 | ||||||
Notes | £m | £m | |||||
Revenue | 01, 02 | 2,409 | 2,339 | ||||
|
|
||||||
Operating costs | 03 | (2,251 | ) | (2,187 | ) | ||
|
|
||||||
Other operating income | 04 | 49 | 42 | ||||
Operating profit | 207 | 194 | |||||
|
|
||||||
Finance income | 05 | 41 | 15 | ||||
|
|
||||||
Finance costs | 05 | (53 | ) | (27 | ) | ||
|
|
||||||
Profit on disposal of associates and available-for-sale financial assets | 38 | 203 | |||||
|
|
||||||
Share of post-taxation profits from associates and joint ventures* | 15 | 5 | 11 | ||||
Profit before taxation | 238 | 396 | |||||
|
|
||||||
Taxation | 06 | (9 | ) | (40 | ) | ||
Profit for the year from continuing operations | 229 | 356 | |||||
Discontinued operations | |||||||
Profit for the year from discontinued operations | 07 | 253 | 19 | ||||
|
|
||||||
Profit for the year | 482 | 375 | |||||
Attributable to: | |||||||
|
|
||||||
Equity holders of the parent | 11 | 456 | 364 | ||||
|
|
||||||
Minority interest | 11 | 26 | 11 | ||||
|
|
||||||
Earnings per share | |||||||
From continuing and discontinued operations | |||||||
|
|
||||||
Basic earnings per ordinary share | 08 | 32.6 | p | 26.0 | p | ||
|
|
||||||
Diluted earnings per ordinary share | 08 | 31.7 | p | 25.4 | p | ||
|
|
||||||
From continuing operations | |||||||
Basic earnings per ordinary share | 08 | 16.3 | p | 25.4 | p | ||
|
|
||||||
Diluted earnings per ordinary share | 08 | 15.9 | p | 24.8 | p | ||
* | Share of post-taxation profits from associates and joint ventures includes a taxation charge of £1 million (2004: £2 million). |
Dividends paid and proposed during the year were £140 million (2004: £140 million paid and proposed). Please see note 32 on page 92.
Consolidated statement of recognised income and expense |
For the year ended 31 December
2005 | 2004 | ||||||
Notes | £m | £m | |||||
Profit for the year | 482 | 375 | |||||
|
|
||||||
Actuarial losses on defined benefit plans | 11, 25 | (48 | ) | (205 | ) | ||
|
|
||||||
Exchange adjustments offset in reserves | 11 | 118 | (48 | ) | |||
|
|
||||||
Translation differences taken to the income statement on disposal of assets | 11, 28 | (2 | ) | 6 | |||
|
|
||||||
Fair value losses on available-for-sale financial assets | 11 | (15 | ) | | |||
|
|
||||||
Fair value gains on available-for-sale financial assets taken to the income statement on disposal of assets | 11 | (73 | ) | | |||
|
|
||||||
Fair value losses on net investment hedges | 11, 28 | (39 | ) | | |||
|
|
||||||
Fair value gains taken to the income statement on disposal of net investment hedges | 11, 28 | (14 | ) | | |||
|
|
||||||
Taxation on the items taken directly to or transferred from equity | 11 | 14 | 35 | ||||
Net losses not recognised in income statement | 11 | (59 | ) | (212 | ) | ||
Total recognised income for the year | 423 | 163 | |||||
Attributable to: | |||||||
|
|
||||||
Equity holders of the parent | 374 | 166 | |||||
|
|
||||||
Minority interest | 49 | (3 | ) | ||||
Fair value gains and losses arise as a result of application of IAS 39 by the Group, with effect from 1 January 2005. The adoption of IAS 39 resulted in an increase in equity at 1 January 2005 of £129 million, of which £2 million was attributable to the minority interest.
The consolidated reconciliation of changes in equity is set out in note 11 on page 65.
50 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Consolidated balance sheet |
At 31 December
2005 | 2004 | ||||||
Notes | £m | £m | |||||
Assets | |||||||
Non-current assets: | |||||||
|
|
||||||
Intangible assets | 13 | 487 | 316 | ||||
|
|
||||||
Property, plant and equipment | 14 | 358 | 354 | ||||
|
|
||||||
Investments accounted for using the equity method: | |||||||
|
|
||||||
Investments in joint ventures | 15 | 32 | 29 | ||||
|
|
||||||
Investments in associates | 15 | 4 | 6 | ||||
|
|
||||||
Deferred tax assets | 26 | 276 | 292 | ||||
|
|
||||||
Other financial assets and derivatives | 16 | 22 | 28 | ||||
1,179 | 1,025 | ||||||
Current assets: | |||||||
|
|
||||||
Inventories | 18 | 1 | 3 | ||||
|
|
||||||
Trade and other receivables | 19 | 270 | 535 | ||||
|
|
||||||
Other financial assets and derivatives | 16 | 18 | 287 | ||||
|
|
||||||
Current tax debtor | 6 | 7 | |||||
|
|
||||||
Cash and cash equivalents | 20 | 662 | 578 | ||||
957 | 1,410 | ||||||
Non-current assets classified as held for sale | 21 | 1 | 145 | ||||
Total assets | 2,137 | 2,580 | |||||
Liabilities | |||||||
Current liabilities: | |||||||
|
|
||||||
Trade and other payables | 22 | (397 | ) | (721 | ) | ||
|
|
||||||
Current tax liability | 23 | (228 | ) | (260 | ) | ||
|
|
||||||
Provisions for liabilities and charges | 24 | (64 | ) | (87 | ) | ||
|
|
||||||
Other financial liabilities and derivatives | 16 | (49 | ) | (181 | ) | ||
(738 | ) | (1,249 | ) | ||||
Non-current liabilities: | |||||||
|
|
||||||
Provisions for liabilities and charges | 24 | (392 | ) | (340 | ) | ||
|
|
||||||
Other financial liabilities and derivatives | 16 | (371 | ) | (329 | ) | ||
|
|
||||||
Deferred tax liabilities | 26 | (66 | ) | (45 | ) | ||
(829 | ) | (714 | ) | ||||
Liabilities directly associated with non-current assets classified as held for sale | 21 | | (47 | ) | |||
Total liabilities | (1,567 | ) | (2,010 | ) | |||
Net assets | 570 | 570 | |||||
|
|
||||||
Shareholders equity | |||||||
|
|
||||||
Share capital | 27 | 467 | 455 | ||||
|
|
||||||
Other reserves | 28 | (1,692 | ) | (1,755 | ) | ||
|
|
||||||
Retained earnings | 11 | 1,795 | 1,671 | ||||
Total parent shareholders equity | 570 | 371 | |||||
|
|
||||||
Minority interest in equity | | 199 | |||||
Total equity | 570 | 570 | |||||
The balance sheet of Reuters Group PLC is shown on page 112.
The financial statements on pages 50103 and the summary of differences between IFRS and US GAAP on pages 104108 were approved by the Board of Directors on 10 March 2006.
Tom
Glocer CEO |
David
Grigson CFO |
Reuters Group PLC Annual Report and Form 20-F 2005 | 51 |
Consolidated cash flow statement |
For the year ended 31 December
2005 | 2004 | ||||||
Notes | £m | £m | |||||
Cash flows from operating activities | |||||||
|
|
||||||
Cash generated from operations | 29 | 271 | 280 | ||||
|
|
||||||
Interest received | 55 | 19 | |||||
|
|
||||||
Interest paid | (49 | ) | (30 | ) | |||
|
|
||||||
Tax paid | (24 | ) | (43 | ) | |||
Net cash flow from operating activities | 253 | 226 | |||||
Cash flows from investing activities | |||||||
|
|
||||||
Acquisitions, net of cash acquired | 30 | (124 | ) | (78 | ) | ||
|
|
||||||
Disposals, net of cash disposed | 30 | 246 | 438 | ||||
|
|
||||||
Purchases of property, plant and equipment | (145 | ) | (109 | ) | |||
|
|
||||||
Proceeds from sale of property, plant and equipment | 3 | 66 | |||||
|
|
||||||
Purchases of intangible assets | (40 | ) | (27 | ) | |||
|
|
||||||
Purchases of available-for-sale financial assets | (1 | ) | (1 | ) | |||
|
|
||||||
Proceeds from sale of available-for-sale financial assets | 85 | 25 | |||||
|
|
||||||
Dividends received | 5 | 5 | |||||
Net cash flow from investing activities | 29 | 319 | |||||
Cash flows from financing activities | |||||||
|
|
||||||
Proceeds from issue of shares | 10 | 6 | |||||
|
|
||||||
Share buyback | (223 | ) | | ||||
|
|
||||||
Decrease/(increase) in short-term investments | 248 | (105 | ) | ||||
|
|
||||||
Decrease in borrowings | (144 | ) | (225 | ) | |||
|
|
||||||
Equity dividends paid to shareholders | (140 | ) | (140 | ) | |||
|
|
||||||
Equity dividends paid to minority interests | (23 | ) | | ||||
|
|
||||||
Net cash flow from financing activities | (272 | ) | (464 | ) | |||
Exchange gains/(losses) on cash and cash equivalents | 66 | (33 | ) | ||||
Net increase in cash and cash equivalents | 76 | 48 | |||||
Cash and cash equivalents at the beginning of the year | 561 | 513 | |||||
Cash and cash equivalents at the end of the year | 31 | 637 | 561 | ||||
Group accounting policies |
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to 2005 and 2004, unless otherwise stated.
Basis
of accounting
The
financial statements have been prepared under the historical cost convention,
unless otherwise stated below, and in accordance with the Companies Act 1985
and applicable accounting standards.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain judgements, estimates and assumptions that affect the reported amounts of revenue and expenses during the reported period, the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates. Although these estimates are based on managements best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
Further details regarding areas requiring significant assumptions and estimates are provided in the relevant notes to the financial statements.
There are certain areas of complexity which require a higher degree of judgement. These areas include impairment of assets, accounting for employee share plans and defined benefit pension funds, provisions, allowances for doubtful accounts, deferred taxation and accounting for derivative assets and liabilities.
Adoption
of International Financial
Reporting Standards (IFRS)
Prior
to 2005, the Group prepared its audited annual financial statements under
UK GAAP. For the year ended 31 December 2005, the Group is required to prepare
its annual consolidated financial statements in accordance with IFRS and International
Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted
by the EU and those parts of the Companies Act 1985 applicable to companies
reporting under IFRS. The financial statements take account of the requirements
and options in IFRS 1 First-time Adoption of International Financial
Reporting Standards as they relate to the 2004 comparatives included
herein.
The Groups transition date to IFRS was 1 January 2004. All adjustments on first time adoption were recorded in shareholders equity on the date of transition, except for adjustments relating to IAS 32 Financial Instruments: Disclosure and Presentation and IAS 39 Financial Instruments: Recognition and Measurement which were recorded in shareholders equity at 1 January 2005.
IFRS 1 sets out the transition rules which must be applied when IFRS is adopted for the first time. As a result, some of the requirements and options in IFRS 1 may result in a different application of accounting policies in the 2004 financial information, presented for the first time under IFRS, from that which would apply if the 2004 financial statements were prepared using full retrospective adoption of IFRS. The standard sets out the mandatory exceptions to retrospective application and certain optional exemptions. The optional exemptions taken by the Group are:
52 | Reuters Group PLC Annual Report and Form 20-F 2005 |
(a) | Business combinations; |
(b) | Employee benefits; |
(c) | Cumulative translation differences; |
(d) | Share-based payment transactions; and |
(e) | Financial instruments. |
The mandatory exceptions outlined in IFRS 1 relevant to the financial statements of the Group (with which the Group has complied) relate to:
(f) | Estimates; and |
(g) | Assets classified as held for sale and discontinued operations. |
For more details regarding the Groups transition to IFRS and detailed explanation of the above, please refer to note 40 on page 101.
The following accounting policies have been consistently applied to 2005 and 2004, except those noted in (e) and (g) above, where the comparative information is determined under the previous accounting policies in accordance with UK GAAP.
Basis of consolidation
The
consolidated financial statements include the financial statements of Reuters
Group PLC and its subsidiaries
and the Groups share of the post-acquisition results of associates and
joint ventures.
Subsidiaries
Subsidiaries
are all entities over which the Group has the power to govern the financial and
operating policies generally accompanying a shareholding of more than one half
of the voting rights. Subsidiaries are consolidated from the date on which control
is transferred to the Group and are de-consolidated from the date on which control
ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The excess of the cost of an acquisition over the fair value of the Groups share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.
All intra-group transactions are eliminated as part of the consolidation process. In preparing the Group financial statements, accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
Associates and joint ventures
Associates
are all entities over which the Group has significant influence but not control
generally accompanying a shareholding of between 20% and 50% of the voting rights.
Joint ventures are all entities over which the Group has joint control with one
or more other entities outside the Group. Investments in associates and joint
ventures are accounted for by the equity method of accounting and are initially
recognised at cost.
The
Groups investment in associates and joint ventures includes goodwill identified
on acquisition, plus the Groups
share of post-acquisition reserves.
The Groups share of post-acquisition profits or losses is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in reserves. When the Groups share of losses of an associate or joint venture equals or exceeds its interest in the associate or joint venture, the Group does not recognise further losses unless it has incurred obligations or made payments on behalf of the associate or joint venture.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Groups interest. For Group reporting purposes, the results of associates and joint ventures have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
Foreign currency translation
Amounts
included in the
financial statements of each of the Groups entities are measured using
the currency of the primary economic environment in which the entity operates
(the
functional currency). The consolidated financial statements
are presented in pounds sterling, Reuters Group PLCs functional and presentation currency.
Transactions in foreign currencies are translated into the 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 income statement except when deferred in equity as qualifying cash flow and net investment hedges.
Translation differences on non-monetary items, such as available-for-sale financial assets, are included in the fair value reserve in equity.
The results and financial position of all Group companies that have a functional currency other than sterling are translated as follows:
• | income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rate prevailing on the transaction date, in which case income and expenses are translated at the date of the transaction); |
• | assets and liabilities are translated at the closing exchange rate at the date of the balance sheet; and |
• | all resulting differences are recognised as a separate component of equity. |
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and from borrowings and other currency instruments designated as hedges of such investments, are taken to equity. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.
Goodwill and fair value adjustments on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rate.
Revenue recognition
Revenue
represents the turnover, net of discounts, derived from services provided to
subscribers and sales of products applicable to the year.
Revenue from sales of subscription-based real-time and historical information services is recognised rateably over the term of the subscription.
Revenue from contracts for the outright sale of systems-based product solutions, which include the sale of fully developed software licences, is recognised at the time of client acceptance, at which time the Group has no further obligation. Long-term contracts are accounted for in accordance with the contractual terms either on a percentage of completion basis or on a time and materials as incurred basis.
Revenue from associated maintenance and support services is recognised rateably over the term of the maintenance contract. Where contracts allow the Group to recharge costs from communications suppliers and exchanges onwards to subscribers, this income is recognised as revenue.
Transaction products usage revenue is accounted for on a trade date basis.
Interest income is accrued on a time basis by reference to the amount outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets net carrying value.
Securities transactions between Instinet Group counterparties which pass through Instinet Group in its role as agency broker are recorded on a settlement date basis and, therefore, are only reflected in the balance sheet if there is a failure to settle. Revenues and related expenses arising from such securities transactions are accrued from the date of the transaction.
Pensions and similar obligations
IAS
19 Employee Benefits was amended on 16 December 2004, with effect
from 1 January 2006. The amendment provides the option to recognise all actuarial
gains and losses in the statement of recognised income and expense. The Group
has elected to adopt this treatment early and has applied this accounting from
the date of transition to IFRS.
Reuters Group PLC Annual Report and Form 20-F 2005 | 53 |
Group accounting policies continued
The Group operates defined contribution and defined benefit pension plans and provides post-retirement medical benefits.
Payments to defined contribution pension plans are charged as an expense to the income statement, as incurred, when the related employee service is rendered. The Group has no further legal or constructive payment obligations once the contributions have been made.
For defined benefit pension plans, the cost of providing benefits is determined using the Projected Unit Credit Method and is charged to the income statement so as to spread the service cost over the service lives of the employees. An interest cost representing the unwinding of the discount rate on the scheme liabilities, net of the expected return on scheme assets, is charged to the income statement. The liability recognised in the balance sheet, in respect of defined benefit pension plans, is the present value of the defined benefit obligation at the balance sheet date less the fair value of the plan assets. The defined benefit obligation is calculated annually by independent actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in a currency in which the benefits will be paid and that have terms of maturity approximating to the terms of the relevant pension liability.
All actuarial gains and losses which arise in calculating the present value of the defined benefit obligation, and the fair value of plan assets, are recognised immediately in the statement of recognised income and expense.
Post-retirement medical benefits are provided to employees of some Group companies. The expected costs are determined using an accounting methodology similar to that for defined benefit pension plans.
Share-based payments
The
Group makes equity-settled and cash-settled share-based payments to its employees.
Equity-settled share-based awards granted after 7 November 2002 but not vested
by 1 January 2005 are measured at fair value at the date of grant and expensed
on a straight-line basis over the vesting period of the award. At each balance
sheet date, the Group revises its estimate of the number of options that are
expected to become
exercisable.
Cash-settled share-based payments are accrued over the vesting period of the award, based on the current fair market value at each balance sheet date.
When share options are exercised, the proceeds received, net of any transaction costs, are credited to share capital (nominal value) and share premium.
Intangible assets
Goodwill
Goodwill
represents the excess of the cost of an acquisition over the fair value of the
Groups share of the identifiable net assets (including intangible assets)
of the acquired subsidiary, associate or joint venture at the date of acquisition.
Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill
on acquisition of associates and joint ventures is included in the carrying value
of the investment. Goodwill is tested annually for impairment and carried at
cost less accumulated impairment losses. Gains and losses on disposal of an entity
include the carrying amount of goodwill relating to the entity or investment
sold. Goodwill which was previously directly written off to reserves under UK
GAAP is not included
in the gain or loss on disposal of an entity.
Internally
generated intangible assets product development
Expenditure
related to the development of new products or capabilities that is incurred between
establishing technical feasibility and the asset becoming income-generating is
capitalised as an intangible asset and amortised over the useful economic life.
Capitalisation commences from the point at which the technical feasibility and
commercial viability of the product can be demonstrated and the Group is satisfied
that it is probable that future economic benefits will result from the product
once completed. Capitalisation ceases when the product is ready for launch.
Expenditure on research activities and on development activities that does not meet the above criteria is charged to the income statement as incurred.
Internally developed intangible assets are systematically amortised over their useful economic lives which range from three to five years on a straight line basis.
Other intangibles
Costs
which are directly associated with the production of software for internal use
in the business are capitalised as an intangible asset. Software which forms
an integral part of the related hardware is capitalised with that hardware and
included within property, plant and equipment. Software assets are amortised
on a straight line basis over their expected useful economic lives.
Acquired intangible assets include computer software licences, customer relationships, trade names and trademarks. These assets are capitalised on acquisition and amortised over their expected useful economic lives.
Other intangible assets are systematically amortised on a straight line basis over their useful economic lives which are as follows:
Computer software | 3 to 5 years |
Other acquired intangibles | 5 to 15 years |
Impairment of assets
Assets
which have an indefinite useful life are not subject to amortisation and are
tested annually for impairment. Assets which are subject to amortisation are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised
for the amount by which the assets carrying amount exceeds its recoverable
amount. The recoverable amount is
the higher of an assets fair value less cost to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows (cash generating units, CGUs). Where assets do not generate independent cash flows and their carrying value cannot be attributed to a particular CGU, CGUs are grouped together at the level at which these assets reside, and the carrying amount of this group of CGUs is compared to the recoverable amount of that particular group.
Property, plant and equipment
All
property, plant and equipment is stated at historical cost less depreciation
and includes expenditure directly attributable to the acquisition of the items.
Subsequent costs are
included in the assets carrying amount or recognised as a separate asset,
as appropriate, only when it is probable that future economic benefit will flow
to the Group and the cost of the item can be measured reliably.
Depreciation is calculated on a straight line basis so as to write down the assets to their residual values over their expected useful lives:
Freehold land | Not depreciated |
Freehold buildings | Normally 50 years |
Leasehold property | Over the term of the lease |
Computer systems equipment, office equipment | |
and motor vehicles | 2 to 5 years |
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
Non-current assets held for sale (effective 1 January 2005)
Non-current
assets and disposal groups are classified as held for sale if their carrying
amount will be recovered principally through a sale transaction rather than through
continuing use. This condition is regarded as met only when the sale is highly
probable and the asset is available for immediate sale in its present condition.
Non-current assets and disposal groups classified as held for sale are measured at the lower of carrying amount and fair value less selling costs.
For 2004 comparatives, the Group has applied the disclosure requirements for assets held for sale as at 31 December 2004. Balance sheet values have not been restated, in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
54 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Investments (effective 1 January 2005)
The Group classifies its investments in the following categories:
• | financial assets at fair value through profit and loss; |
• | loans and receivables; |
• | held-to-maturity investments; and |
• | 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.
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 and subsequently remeasured at fair value. Realised
and unrealised gains and losses are included in the income statement 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 trade
and other receivables in the balance sheet. Assets in this category are initially
recognised at fair value and subsequently measured at amortised cost.
Held-to-maturity investments
Held-to-maturity
investments are non-derivative financial assets with fixed or determinable payments
and fixed maturities that the Groups management has the positive intention
and ability to hold to maturity. Assets in this category are initially recognised
at fair value and subsequently measured at amortised cost.
Available-for-sale financial assets
The
Group has classified all of its marketable securities as available-for-sale.
Assets in this category are initially recognised at fair value and subsequently
remeasured at fair value. Unrealised gains and losses arising from changes in
fair value are recognised in the statement of recognised income and expense.
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets is impaired. On disposal or impairment of the asset, gains or losses in equity are recycled through the income statement.
Cash and cash equivalents
Cash
and cash equivalents include cash in hand, bank deposits repayable on demand,
other highly liquid investments with original maturities of three months or less,
and bank
overdrafts.
Inventories and contract work in progress
Inventories
and contract work in progress are valued at the lower of cost and net realisable
value less progress payments received and receivable from the client.
Cost is calculated on a First-In-First-Out basis by reference to the invoice value of supplies and attributable costs of bringing inventories to their present location and condition.
Net realisable value is the estimated market value less selling costs.
Trade receivables
Trade
receivables do not carry interest and are stated at their nominal value, as reduced
by appropriate allowances for estimated irrecoverable amounts. A provision for
impairment of trade receivables is established when there is evidence that the
Group will not be able to collect all amounts due according to the original terms
of these receivables. The amount of the provision is the difference between the
carrying value and the present value of estimated future cash flows, discounted
at the effective interest rate. The amount of the provision is recognised in
the income statement.
Provisions
Provisions,
other than in respect of pension and post-retirement healthcare benefits, are
recognised when the Group has a present legal or constructive obligation as a
result of past events; it is more likely than not that an outflow of resources
will be required to settle the obligation; and the amount can be reliably estimated.
Restructuring provisions comprise lease termination liabilities, employee termination
payments and other liabilities incurred as part of restructuring programmes.
Provisions are not recognised for future operating losses.
Leasing
Assets
held under finance leases are recognised as assets of the Group at their fair
value or, if lower, at the present value of the minimum lease payments, each
determined at the inception of the lease. The corresponding liability to the
lessor is included in the balance sheet as a finance lease obligation. Lease
payments are apportioned between finance charges and reduction of the lease obligation
so as to achieve a constant rate of interest on the remaining balance of the
liability.
Operating lease rentals are charged against profit on a straight line basis over the period of the lease. Operating lease incentives received are initially deferred and then recognised over the full period of the lease.
Borrowings
Borrowings
are recognised initially at fair value, net of transaction costs incurred. Borrowings
are subsequently stated at amortised cost; any difference between the proceeds
(net of transaction costs) and the redemption value is recognised in the income
statement over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date.
Borrowing costs on qualifying assets are expensed as incurred and not capitalised as part of the 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 Group. This includes securities
transactions between Instinet Group counterparties that pass through Instinet
Group in its role as agency broker and, therefore, are only reflected in the
balance sheet if there is a failure to settle. Revenues and related expenses
arising from such securities
transactions are accrued from the date of the transaction.
Derivative financial instruments and hedging (effective 1 January 2005)
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 Group
designates certain derivatives as either:
• | hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges); |
• | hedges of highly probable forecast transactions (cash flow hedges); or |
• | hedges of net investments in foreign operations (net investment hedges). |
Fair value hedges
Changes
in the fair value of derivatives that are designated and qualify as fair value
hedges are recorded in the income statement, together with any changes in the
fair value of the hedged asset or liability that are attributable to the hedged
risk.
Cash flow hedges
The
effective portion of changes in the fair value of derivatives that are designated
and qualify as a cash flow hedge is recognised in equity. The gain or loss relating
to the ineffective
portion is recognised immediately in the income statement.
Amounts accumulated in equity are recycled to the income statement in the period when the hedged item will affect profit and loss (for instance, when the forecast sale that is hedged takes place). However, when the forecast transaction
Reuters Group PLC Annual Report and Form 20-F 2005 | 55 |
Group accounting policies continued
that is hedged results in the recognition of a non-financial asset (for example, project costs or a major business investment) or a liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.
Net investment hedges
Derivatives
and foreign currency borrowings are used as hedges for net investments in foreign
operations. Any gain or loss on a derivative hedging instrument relating to the
effective portion of the hedge is recognised in equity; the gain or loss relating
to the ineffective portion of the hedge is recognised immediately in the income
statement. Any gain or loss on foreign currency borrowings used as a hedge is
recognised in
equity.
Gains and losses accumulated in equity are included in the income statement on disposal or impairment of the foreign operation.
Derivatives that do not qualify for hedge accounting
Certain
derivative instruments, while providing effective economic hedges under the Groups
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 income statement. The Group does not hold or issue derivative financial
instruments for speculative purposes.
Fair value estimation (effective 1 January 2005)
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.
Interest in shares of Reuters Group PLC
Shares
held by the employee share ownership trusts and repurchased shares are recorded
in the balance sheet as a deduction
from shareholders equity at cost.
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
The
tax expense for the year comprises current and deferred tax. Tax is recognised
in the income statement except to the extent that it relates to items recognised
directly in equity, in
which case it is recognised in equity.
The current tax expense is based on the results for the year as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method, and is the tax expected to be payable or recoverable on temporary differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax is calculated based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates that are expected to apply to the year of realisation or settlement based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, associates and joint ventures except where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future.
Deferred tax assets are recognised to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are not recognised if the temporary differences arise from goodwill not deductible for tax purposes, or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Segment reporting
A business
segment is a group of assets and operations engaged in providing products and
services that are subject to risks and returns which are different from those
in other business segments. A geographical segment is a different economic environment
in which an entity operates.
Business segmentation is the primary reporting dimension for the Group, with geographical segmentation being the secondary reporting dimension. Accordingly, the four business divisions (Sales & Trading, Research & Asset Management, Enterprise, and Media) and Instinet Group (in 2004), are the primary reporting segments for the Group.
Note 1 on page 58 outlines in detail the allocation approach in respect of revenues, costs, assets and liabilities.
Standards, interpretations and amendments to published standards that are
not yet effective
Certain
new standards, amendments and interpretations to existing standards have been
published that are mandatory for accounting periods beginning on or after 1 January
2006 or later periods but which the Group has chosen not to early adopt. The
new standards which are expected to be relevant to the Groups operations
are as follows:
IAS 39 (Amendment) Cash Flow Hedge Accounting of Forecast Intragroup Transactions (effective
from 1 January 2006)
The amendment
allows the foreign currency risk of a highly probable forecast intragroup transaction
to qualify as a hedged item in the consolidated financial statements, provided
that: (a) the transaction is denominated in a currency other than the functional
currency of the entity entering into that transaction; and (b) the foreign currency
risk will affect consolidated profit or loss. The Group has no current plans
to take advantage
of this amendment.
IAS 39 (Amendment) The
Fair Value Option (effective from 1 January 2006)
This amendment
changes the definition of financial instruments classified at fair value through
profit or loss and restricts the ability to designate financial instruments as
part of this category. The Group believes that this amendment should not have
a significant impact on the classification of financial instruments, as the Group
should be able to comply with the amended criteria for the designation of financial
instruments at fair value through profit and loss. The Group will apply this
amendment from annual periods beginning 1 January 2006.
IAS 39 and IFRS 4 (Amendments) Financial Guarantee Contracts (effective
from 1 January 2006)
This amendment
requires issued financial guarantees, other than those previously asserted by
the entity to be insurance contracts, to be initially recognised at their fair
value and subsequently measured at the higher of: (a) the unamortised balance
of the related fees received and deferred; and (b) the expenditure required to
settle the commitment at the balance sheet date.
IFRS 7 Financial Instruments: Disclosures and IAS 1 (Amendment) Presentation
of Financial Statements Capital Disclosures (effective from 1
January 2007)
IFRS 7 introduces
new disclosures to improve the information about financial instruments. It requires
the disclosure of qualitative and quantitative information about exposure to
risks arising from financial instruments, including specified minimum disclosures
about credit risk, liquidity risk and market risk, including sensitivity analysis
to market risk. It replaces IAS 30 Disclosures in the Financial Statements
of Banks
and Similar Financial Institutions, and disclosure requirements in IAS
32 Financial Instruments: Disclosure and Presentation. It is applicable
to all entities that report under IFRS. The amendment to IAS 1 introduces disclosures
about the level of an entitys capital and how it manages capital. The Group
assessed the impact of IFRS 7 and the amendment to IAS 1
56 | Reuters Group PLC Annual Report and Form 20-F 2005 |
and concluded that the main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the amendment of IAS 1. The Group will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007.
IFRIC 4 Determining whether an Arrangement contains a Lease (effective
from 1 January 2006)
IFRIC 4
requires the determination of whether an arrangement is, or contains a lease,
to be based on the substance of the arrangement. It requires an assessment of
whether: (a) fulfilment of the arrangement is dependent on the use of a specific
asset or assets (the asset); and (b) the arrangement conveys a right to use the
asset.
IAS 21 (Amendment) Net investment in a foreign operation
This amendment
relaxes the requirement for a monetary item that forms part of a reporting
entitys net investment in a foreign operation to be denominated in the
functional currency of either the reporting entity or the foreign operation.
It also clarifies the treatment of so-called sister company loans.
IFRIC 7 Applying the restatement approach under IAS 29
IFRIC 7
deals with the accounting when an entity identifies the existence of hyperinflation
in the economy of its functional currency and how deferred tax items in the opening
balance sheet should be restated. The Group has assessed the impact of the interpretation
and concluded that it is not likely to have a significant effect on the Groups
operations.
IFRIC 8 Scope of IFRS 2
IFRIC 8
clarifies that transactions within the scope of IFRS 2 Share-based payment,
include those in which the entity cannot specifically identify some or all of
the goods or services received. If the identifiable consideration given appears
to be less than the fair value of the equity instruments granted or liability
incurred, this situation typically indicates that other consideration has been
or will be
received.
IFRIC 9 Reassessment of embedded derivatives
IFRIC
9 Reassessment of embedded derivatives clarifies that an entity should
assess whether an embedded derivative is required to be separated from the host
contract and accounted for as a derivative when the entity first becomes a party
to the contract. Subsequent reassessment is prohibited, unless there is a change
in the contracts terms, in which case it is required. The Group has assessed
the impact of the interpretation and concluded that will not have a significant
effect on the Groups
operations.
Applicable accounting policies for 2004 comparatives
IAS
32 and IAS 39 have been adopted by the Group at 1 January 2005. The comparative
information in 2004 for financial instruments, within the scope of IAS 39, is
determined under the previous accounting policies in accordance with UK GAAP.
Those policies include:
Investments
Government
securities are stated in the balance sheet at the lower of cost plus accrued
capital appreciation and market value. Income from these securities and any adjustment
for changes in
their market value during the year is reported as part of profit.
Debt issuance
Medium-term
notes and commercial paper are stated at the amount of the net proceeds plus
accrued interest or any discount or premium. Discounts or premiums to the nominal
value are amortised over the term of the issue. Costs associated with debt issuance
are charged against profit over the life of the instrument.
Foreign currency swap agreements and forward contracts are used to convert non-sterling debt into sterling. Interest rate swaps, swaptions and forward rate agreements are used to manage interest rate exposures. Amounts payable or receivable in respect of these derivatives are recognised as adjustments to interest expense over the period of the contract.
Treasury
The
Group receives revenue and incurs expenses in more than 70 currencies and uses
financial instruments to hedge a portion of its net cash flow and operating profit.
The derivative contracts are treated from inception as an economic hedge of the underlying financial instrument, with matching accounting treatment and cash flows. The derivative contracts have high correlation with the specific underlying risks being hedged, both at inception and throughout the hedge period.
The Group uses financial instruments to hedge a portion of its interest exposure. Profits and losses on financial instruments are reported as part of profit for the period to which they relate.
Financial instruments hedging the risk on foreign currency assets are revalued at the balance sheet date and the resulting gain or loss offset against that arising from the translation of the underlying asset into sterling.
The Group does not hold or issue derivative financial instruments for speculative purposes.
Reuters Group PLC Annual Report and Form 20-F 2005 | 57 |
Notes to the financial statements |
01 Segmental analysis income statement
Primary
reportable segments business divisions
The
Group operates through four business divisions: Sales & Trading, Research & Asset
Management, Enterprise, and Media (excluding Instinet Group in 2004). Therefore,
the Groups primary segmental reporting is by business division. In order
to report segmental results, it is necessary to determine a methodology to allocate
revenues,
costs, assets and liabilities to those segments.
Each division is responsible for specific product revenues, with the exception of Reuters 3000 Xtra and the 2000/3000 range of products. Revenues for these shared products are attributed to either the Sales & Trading division or the Research & Asset Management division by reference to the nature of the customer purchasing the product. This is determined on a customer-by-customer basis.
Where costs relate to a specific division, they are mapped directly to that division. Where costs are shared, an activity based costing (ABC) technique is used to split these costs between divisions. The Reuters ABC model (known as Profitability Insight) allocates shared costs to business activities, which in turn are attributed to products, and therefore divisions, using cost drivers. These cost drivers (such as the number of helpdesk calls received or the number of installed accesses) are derived from a variety of underlying source systems. Judgement has been applied in determining these cost drivers and the resulting allocation of costs.
Divisional results could alter with the application of other allocation approaches and as continuous improvements are made to the Profitability Insight model.
Revenue and costs are allocated on a consistent basis year-on-year.
The tables below show a segmental analysis of results for Reuters continuing
operations.
For information relating to
discontinued operations, please see note 7 on page 62.
2005 | |||||||||||
Research | |||||||||||
& Asset | |||||||||||
Sales & | Manage- | ||||||||||
Trading | ment | Enterprise | Media | Total | |||||||
£m | £m | £m | £m | £m | |||||||
Revenue | 1,595 | 268 | 393 | 153 | 2,409 | ||||||
Operating costs | (1,475 | ) | (305 | ) | (325 | ) | (146 | ) | (2,251 | ) | |
Other operating income | 37 | | 8 | 4 | 49 | ||||||
Operating profit | 157 | (37 | ) | 76 | 11 | 207 | |||||
Finance income | 41 | ||||||||||
Finance costs | (53 | ) | |||||||||
Profit on disposal of associates and available-for-sale financial assets | 38 | ||||||||||
Share of post-taxation profits from associates and joint ventures | 5 | ||||||||||
Profit before taxation | 238 | ||||||||||
Taxation | (9 | ) | |||||||||
Profit for the year from continuing operations | 229 | ||||||||||
2004 | |||||||||||
Research | |||||||||||
& Asset | |||||||||||
Sales & | Manage- | ||||||||||
Trading | ment | Enterprise | Media | Total | |||||||
£m | £m | £m | £m | £m | |||||||
Revenue | 1,542 | 262 | 391 | 144 | 2,339 | ||||||
Operating costs | (1,385 | ) | (295 | ) | (365 | ) | (142 | ) | (2,187 | ) | |
Other operating income | 18 | 17 | 5 | 2 | 42 | ||||||
Operating profit | 175 | (16 | ) | 31 | 4 | 194 | |||||
Finance income | 15 | ||||||||||
Finance costs | (27 | ) | |||||||||
Profit on disposal of associates and available-for-sale financial assets | 203 | ||||||||||
Share of post-taxation profits from associates and joint ventures | 11 | ||||||||||
Profit before taxation | 396 | ||||||||||
Taxation | (40 | ) | |||||||||
Profit for the year from continuing operations | 356 | ||||||||||
Divisional revenue comprises sales to external customers only. Divisional revenue from transactions with other segments is £nil (2004: £nil).
58 | Reuters Group PLC Annual Report and Form 20-F 2005 |
The following table shows the aggregate of each business divisions share of results of associates and joint ventures:
2005 | 2004 | ||||
£m | £m | ||||
Sales & Trading | 2 | 2 | |||
Research & Asset Management | | | |||
Enterprise | | 3 | |||
Media | 3 | 6 | |||
Share of post-taxation profits from associates and joint ventures | 5 | 11 | |||
The following table provides information relating to depreciation, amortisation, impairments and other significant non-cash expenditures (excluding impairments) included in the divisional operating costs above:
2005 | 2004 | ||||||||||||
Other non-cash | Other non-cash | ||||||||||||
Depreciation | expenses | Depreciation | expenses | ||||||||||
and | (excluding | and | (excluding | ||||||||||
amortisation | Impairments | impairments) | amortisation | Impairments | impairments) | ||||||||
£m | £m | £m | £m | £m | £m | ||||||||
Sales & Trading | 88 | 1 | 39 | 83 | 22 | 13 | |||||||
Research & Asset Management | 19 | | 4 | 16 | 8 | 3 | |||||||
Enterprise | 21 | 1 | 2 | 35 | 5 | 5 | |||||||
Media | 4 | 1 | 1 | 6 | | 1 | |||||||
Total | 132 | 3 | 46 | 140 | 35 | 22 | |||||||
Impairments for 2004 exclude the £17 million impairment of goodwill in respect of BTC which has been reported in discontinued operations in 2005. Please see note 7 on page 62.
Please see note 13 on page 67 for more details relating to impairments.
Secondary
reportable segments geographical
Revenue is normally invoiced in the same geographical area in which the customer is located. Revenue earned, therefore, generally represents revenue both by origin and by
destination.
The following table represents revenue from external customers by geographical area based on the geographical location of the customers:
2005 | % | 2004 | |||||
Revenue | £m | change | £m | ||||
UK and Ireland | 379 | 1 | % | 374 | |||
EMEA West | 375 | (5 | %) | 393 | |||
EMEA East | 576 | | 577 | ||||
Americas | 651 | 7 | % | 609 | |||
Asia | 428 | 11 | % | 386 | |||
Total revenue | 2,409 | 3 | % | 2,339 | |||
02 Revenue by type
An analysis of the Groups revenue from sale of goods and services by type is set out below:
2005 | % | 2004 | |||||
£m | change | £m | |||||
Recurring | 2,242 | 4 | % | 2,164 | |||
Usage | 97 | 13 | % | 86 | |||
Outright | 70 | (22 | %) | 89 | |||
Total revenue | 2,409 | 3 | % | 2,339 | |||
Customers generally pay for Reuters products and services in three ways. Recurring revenue is generated through subscription fees to cover access of terminals and maintenance fees for software. Usage revenue is principally derived from matching and trading transactions, and other newer electronic trading products such as RTFI and RTFX. Outright revenue comprises once-off sales including information and risk management solutions.
Reuters Group PLC Annual Report and Form 20-F 2005 | 59 |
Notes to the financial statements continued
03 Operating costs
2005 | % | 2004 | |||||
Costs by nature | £m | change | £m | ||||
Salaries, commission and allowances | 761 | (3% | ) | 782 | |||
Social security costs | 67 | 7% | 63 | ||||
Share based payments (see note 33) | 30 | 38% | 22 | ||||
Pension costs (see note 25) | 55 | 92% | 28 | ||||
Total staff costs | 913 | 2% | 895 | ||||
Services* | 455 | 15% | 394 | ||||
Depreciation | 99 | (11% | ) | 112 | |||
Data | 281 | 14% | 247 | ||||
Communications | 289 | (4% | ) | 301 | |||
Space | 162 | (8% | ) | 175 | |||
Amortisation of intangibles | 33 | 15% | 28 | ||||
Impairments | 3 | (90% | ) | 35 | |||
Fair value movements on other financial assets | 16 | | | ||||
Total operating costs | 2,251 | 3% | 2,187 | ||||
Operating costs include: | |||||||
Research and development expenditure | 92 | (13% | ) | 105 | |||
Operating lease expenditure: | |||||||
Hire of equipment | 6 | (22% | ) | 7 | |||
Other, principally property | 67 | (4% | ) | 70 | |||
Loss on disposal of property, plant and equipment | | | 1 | ||||
Advertising | 17 | (14% | ) | 20 | |||
* | Services include equipment hire and bought-in services, including consultancy and contractors, advertising and publicity, professional fees and staff-related expenses. |
An analysis of the fees paid for professional services to the Groups auditors is set out below:
2005 | % | 2004 | |||||
£m | Change | £m | |||||
Audit services: | |||||||
Statutory audit | 3.0 | (6% | ) | 3.2 | |||
Audit-related services: | |||||||
Regulatory reporting | 0.2 | | 0.2 | ||||
Further assurance services | 2.1 | 24% | 1.7 | ||||
Tax services: | |||||||
Compliance services | 1.5 | 50% | 1.0 | ||||
Advisory services | 1.1 | (15% | ) | 1.3 | |||
Total fees paid | 7.9 | 7% | 7.4 | ||||
United Kingdom | 3.8 | 36% | 2.8 | ||||
Overseas | 4.1 | (11% | ) | 4.6 | |||
The statutory audit fee includes £10,000 in respect of the parent company audit (2004: £10,000).
Further assurance services include advice on preparation for Sarbanes-Oxley Act S404 compliance (including the attest work in relation to Instinet Groups 2004 reporting requirements under the Act), review of conversion to IFRS reporting, advice in respect of accounting for the RPF and due diligence activities related to acquisitions and disposals. Tax compliance services include assistance with corporation and other tax returns. Tax advisory services relate to tax planning and employee-related issues.
The directors consider it important that the company has access to a broad range of external advice, including from PricewaterhouseCoopers. Where appropriate, work is put out to competitive tender. The Audit Committee monitors the relationship with PricewaterhouseCoopers, including the level of non-audit fees.
60 | Reuters Group PLC Annual Report and Form 20-F 2005 |
04 Other operating income
2005 | % | 2004 | |||||
£m | change | £m | |||||
Profit on disposal of subsidiaries | 4 | 5% | 4 | ||||
Fair value movements on derivatives | 18 | | | ||||
Investment income | 1 | | | ||||
Foreign exchange gains | 3 | | 1 | ||||
Other income | 23 | (39% | ) | 37 | |||
Total other operating income | 49 | 16% | 42 | ||||
Other income comprises amounts received in respect of service provided by Reuters to joint ventures and other parties.
05 Finance income and finance costs
2005 | 2004 | ||||
£m | £m | ||||
Interest receivable: | |||||
Listed investments | 1 | | |||
Unlisted investments | 18 | 15 | |||
Swap contracts | 18 | | |||
Fair value gains on financial instruments | 1 | | |||
Foreign exchange gains on borrowings | 3 | | |||
Total finance income | 41 | 15 | |||
Interest payable: | |||||
Bank loans and overdrafts | (4 | ) | (2 | ) | |
Other borrowings | (23 | ) | (24 | ) | |
Swap contracts | (22 | ) | | ||
Fair value losses on financial instruments | (2 | ) | | ||
Unwinding of discounts | (2 | ) | (1 | ) | |
Total finance costs | (53 | ) | (27 | ) | |
Following the adoption of IAS 39 Financial Instruments: Recognition and Measurement on 1 January 2005, derivatives are recognised separately from the underlying borrowings to which they relate. In 2005, therefore, interest on derivatives has been recognised separately from interest on the underlying borrowings. This treatment is different from the 2004 treatment where interest on derivatives was netted against interest on the underlying borrowings.
06 Taxation
Analysis of charge for the period
2005 | 2004 | ||||
£m | £m | ||||
Current taxation: | |||||
Continuing operations | (10 | ) | 17 | ||
Discontinued operations | 50 | 21 | |||
40 | 38 | ||||
Deferred taxation (see note 26): | |||||
Continuing operations | 19 | 23 | |||
Discontinued operations | 13 | 1 | |||
32 | 24 | ||||
Continuing operations | 9 | 40 | |||
Discontinued operations | 63 | 22 | |||
Total taxation | 72 | 62 | |||
Tax on items charged to equity
2005 | 2004 | ||||||||
Continuing | Discontinued | Continuing | Discontinued | ||||||
£m | £m | £m | £m | ||||||
Current tax charge on unrealised exchange movements | | | 10 | | |||||
Deferred tax credit on actuarial losses on defined benefit plans | (10 | ) | | (45 | ) | | |||
Deferred tax credit on stock options | (10 | ) | (1 | ) | (8 | ) | (1 | ) | |
Current tax credit on revaluations and fair value movements | (4 | ) | | | | ||||
Reuters Group PLC Annual Report and Form 20-F 2005 | 61 |
Notes to the financial statements continued
Factors
affecting tax charge for the period
The tax assessed
for the period is lower than the standard rate of corporation tax in the UK
(30%). The differences are explained below:
2005 | 2004 | ||||
£m | £m | ||||
Profit before taxation | 238 | 396 | |||
Profit before taxation multiplied by standard rate of corporation tax in the UK of 30% (2004: 30%) | 71 | 119 | |||
Effects of: | |||||
Non-tax deductible amortisation and impairment of intangibles | 4 | 11 | |||
Expenses not deductible for tax purposes | 4 | 11 | |||
Non-taxable investment disposals and impairments | (13 | ) | (66 | ) | |
Adjustments in respect of prior years | (23 | ) | (26 | ) | |
Recognition of tax losses that arose in prior years | (33 | ) | | ||
Other differences | (1 | ) | (9 | ) | |
Total taxation for continuing operations | 9 | 40 | |||
The tax charge for the year includes a credit of £16 million in respect of UK taxation.
07 Discontinued operations
The Group adopted IFRS 5 Non-current Assets Held for Sale and Discontinued Operations from 1 January 2005 in accordance with the standards provisions. The adoption of IFRS 5 has resulted in the presentation of Instinet Group (including BTC) and Radianz as discontinued operations for the year ended 31 December 2005. There is no impact on the prior year financial statements other than a change in the presentation of the results and cash flows of discontinued operations. The prior period balance sheets are not restated.
The Profit for the year from discontinued operations line within the income statement comprises the post-taxation profit or loss of discontinued operations, and the post-taxation profit or loss recognised on the disposal of the assets or disposal groups.
2005 | 2004 | ||||
£m | £m | ||||
Profits after taxation of subsidiaries acquired with a view to resale | | 1 | |||
Profits after taxation of subsidiaries (net of taxation £20 million, 2004: £22 million) | 69 | 39 | |||
Profit/(loss) on disposal of subsidiaries (net of taxation £43 million, 2004: £nil) | 184 | (1 | ) | ||
Impairment of subsidiaries (net of taxation £nil, 2004: £nil) | | (20 | ) | ||
Profit for the year from discontinued operations | 253 | 19 | |||
Basic earnings per ordinary share for discontinued operations | 16.3p | 0.6p | |||
Diluted earnings per ordinary share for discontinued operations | 15.8p | 0.6p | |||
Basic and diluted earnings per share are calculated using the weighted average number of ordinary shares as disclosed in note 8 on page 63.
Subsidiaries acquired with a view to resale: Radianz
On
21 October 2004, Reuters entered into exclusive discussions with BT to secure
a long-term agreement for the provision of network services, including the
sale of Radianz to BT. As a prerequisite to this agreement Reuters acquired
Equants 49% voting interest in Radianz, with a view to selling the 100%
interest to BT.
On 29 April 2005, Reuters completed the sale of its 100% voting interest in Radianz to BT for gross proceeds of £115 million.
Subsidiaries acquired with a view to resale are, by definition, discontinued operations under IFRS 5. However, IFRS 5 was only applicable from 1 January 2005, whereas Reuters acquired the remaining 49% of the voting shares in Radianz in November 2004. Radianz was a subsidiary from this date, and was therefore consolidated under IAS 27 Consolidated and Separate Financial Statements. For presentation purposes, the results for the year and the balance sheet position at 31 December 2004 have been presented using the income statement and balance sheet headings detailed in IFRS 5. The 2004 profits after taxation of subsidiaries acquired with a view to resale of £1 million include a £9 million gain in respect of Reuters share of the disposal by Radianz of its Voice Services business offset by operating losses of Radianz for the year. Impairment of subsidiaries includes £3 million in respect of impairment of Radianzs net assets to fair value less costs to sell.
The disposal of Radianz resulted in a loss on disposal of £4 million, which is presented within the profit/loss on disposal of subsidiaries within discontinued operations.
Disposal of subsidiaries: Instinet Group (including BTC)
Reuters
held approximately 62% of the shares in Instinet Group, a US based company,
which was previously accounted for as a subsidiary of Reuters Group PLC on
a 100% consolidated basis with offsetting minority interest.
On 31 March 2005, Reuters sold BTC, a soft dollar execution broker, to Instinet Group, for approximately 3.8 million shares of Instinet Group stock, valued at approximately £12 million. In 2004, an impairment loss of £17 million was recognised for BTC within profit for the year from discontinued operations.
The sale to Instinet Group has been accounted for as a partial disposal of the Groups interest in BTC, which resulted in a loss of £3 million. BTC made profits after tax of £1 million in the period prior to sale.
On 22 April 2005, Instinet Group entered into a definitive agreement, pursuant to which NASDAQ would acquire all outstanding shares of Instinet Group.
At the same time, Instinet Group also agreed to sell its subsidiary, Lynch, Jones & Ryan, Inc. (LJR) to the Bank of New York for £96 million in cash, which closed on 1 July 2005.
In addition to these transactions, Instinet Groups Board approved the declaration of a dividend to all stockholders of an amount not to exceed the net proceeds of the LJR transaction. The dividend was declared in July for approximately £60 million in cash (Reuters share being approximately £37 million).
62 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Following regulatory approval, the NASDAQ transaction closed on 8 December 2005. The gross proceeds received by the Group on completion of the sale were £612 million.
Reuters has recorded a net gain on sale of £191 million.
Instinet Groups results up until sale, a profit after taxation of £68 million (before minority interest), are also included in the Group results as part of discontinued operations.
2005 | 2004 | ||||
Results of Instinet and BTC | £m | £m | |||
Revenue | 466 | 551 | |||
Operating costs | (402 | ) | (517 | ) | |
Operating profit | 64 | 34 | |||
Finance income | 13 | 7 | |||
Profit on disposal of available-for-sale financial assets | 12 | 20 | |||
Profit before taxation | 89 | 61 | |||
Taxation | (20 | ) | (22 | ) | |
Profit for the period | 69 | 39 | |||
The net cash flow attributable to discontinued operations is as follows:
2005 | 2004 | ||||
£m | £m | ||||
Cash generated from discontinued operations (see note 29) | 3 | (27 | ) | ||
Tax paid | (13 | ) | (9 | ) | |
Interest received | 13 | 9 | |||
Interest paid | | (1 | ) | ||
Net cash flow from operating activities | 3 | (28 | ) | ||
Net cash flow from investing activities* | (474 | ) | 28 | ||
Net cash flow from financing activities | (85) | 129 | |||
Exchange gains/(losses) on cash and cash equivalents | 57 | (30 | ) | ||
(Decrease)/increase in cash and cash equivalents from discontinued operations | (499 | ) | 99 | ||
* | In 2005, includes £582 million relating to cash held by subsidiaries at the date of disposal. |
08 Earnings per ordinary share
Basic earnings per ordinary share is based on the results attributable to equity shareholders and on the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by employee share ownership trusts and shares purchased as part of the share buyback and held as own shares.
Diluted earnings per share is calculated adjusting the weighted average number of ordinary shares used in the basic earnings per share calculation to assume conversion of all dilutive potential ordinary shares resulting from outstanding share options.
Weighted average number in millions | 2005 | 2004 | ||||
Ordinary shares in issue | 1,438 | 1,434 | ||||
Non-vested shares held by employee share ownership trusts | (32 | ) | (34 | ) | ||
Shares repurchased | (10 | ) | | |||
Basic earnings per share denominator | 1,396 | 1,400 | ||||
Issuable under employee share schemes | 41 | 36 | ||||
Diluted earnings per share denominator | 1,437 | 1,436 | ||||
Earnings per share from continuing and discontinued operations | 2005 | 2004 | ||||
Profit attributable to equity holders of the company (£m) | 456 | 364 | ||||
Basic earnings per share | 32.6p | 26.0 | p | |||
Diluted earnings per share | 31.7p | 25.4 | p | |||
Earnings per share from continuing operations | 2005 | 2004 | ||||
Profit attributable to equity holders of the company (£m) | 229 | 356 | ||||
Basic earnings per share | 16.3p | 25.4p | ||||
Diluted earnings per share | 15.9p | 24.8p | ||||
Reuters Group PLC Annual Report and Form 20-F 2005 | 63 |
Notes to the financial statements continued
09 Remuneration of directors
Section 9 of the remuneration report includes details of directors emoluments, pension arrangements, long-term incentive plans and stock option plans, details of which form part of these financial statements.
Details of senior management remuneration are given in note 34 on page 95.
10 Employee information
The average number of employees during the year was as follows:
2005 | 2004 | |||||
Business division: | ||||||
Sales & Trading | 491 | 305 | ||||
Research & Asset Management | 658 | 699 | ||||
Enterprise | 925 | 296 | ||||
Media | 109 | 64 | ||||
Shared divisional resources | 1,974 | 2,181 | ||||
Total divisions | 4,157 | 3,545 | ||||
Global Sales & Service Organisation | 5,438 | 5,944 | ||||
Content | 3,841 | 3,546 | ||||
Corporate Services | 1,582 | 1,780 | ||||
Total continuing operations | 15,018 | 14,815 | ||||
Discontinued operations | 846 | 1,165 | ||||
Total average number of employees | 15,864 | 15,980 | ||||
By location: | ||||||
UK and Ireland | 3,332 | 3,429 | ||||
EMEA East | 2,266 | 2,493 | ||||
EMEA West | 1,364 | 1,522 | ||||
Americas | 4,292 | 4,550 | ||||
Asia | 3,764 | 2,821 | ||||
Total continuing operations | 15,018 | 14,815 | ||||
Discontinued operations | 846 | 1,165 | ||||
Total average number of employees | 15,864 | 15,980 | ||||
By function: | ||||||
Production and communications | 8,498 | 8,315 | ||||
Selling and marketing | 4,179 | 3,878 | ||||
Support services and administration | 2,341 | 2,622 | ||||
Total continuing operations | 15,018 | 14,815 | ||||
Discontinued operations | 846 | 1,165 | ||||
Total average number of employees | 15,864 | 15,980 | ||||
The above include: | ||||||
Development staff | 2,332 | 2,282 | ||||
The average number of employees during 2005 included 181 temporary staff (2004: 181).
64 | Reuters Group PLC Annual Report and Form 20-F 2005 |
11 Consolidated reconciliation of changes in equity
Attributable to equity | Minority | Total | |||||||||||
holders of parent | interest | equity | |||||||||||
Share | Other | Retained | |||||||||||
capital | reserves | earnings | |||||||||||
Note | £m | £m | £m | £m | £m | ||||||||
1 January 2004 | 449 | (1,717 | ) | 1,569 | 193 | 494 | |||||||
Actuarial losses on defined benefit plans | 25 | | | (205 | ) | | (205 | ) | |||||
Exchange adjustments offset in reserves | | (34 | ) | | (14 | ) | (48 | ) | |||||
Translation differences taken to the income statement on disposal of assets | | 6 | | | 6 | ||||||||
Taxation on the items taken directly to or transferred from equity | | (10 | ) | 45 | | 35 | |||||||
Net expense recognised directly in equity | | (38 | ) | (160 | ) | (14 | ) | (212 | ) | ||||
Profit for the year | | | 364 | 11 | 375 | ||||||||
Total recognised (expense)/income for 2004 | | (38 | ) | 204 | (3 | ) | 163 | ||||||
Employee share schemes | | | 28 | 4 | 32 | ||||||||
Taxation on employee share schemes | | | 9 | | 9 | ||||||||
Proceeds from shares issued to ordinary shareholders | 27 | 6 | | | | 6 | |||||||
Proceeds from shares issued to minority shareholders of Instinet | | | | 4 | 4 | ||||||||
Dividends: | 32 | ||||||||||||
Interim dividend for 2004 | | | (54 | ) | | (54 | ) | ||||||
Final dividend for 2003 | | | (86 | ) | | (86 | ) | ||||||
Other movements in equity | | | 1 | 1 | 2 | ||||||||
31 December 2004 | 455 | (1,755 | ) | 1,671 | 199 | 570 | |||||||
Transitional adjustment on first-time adoption of IAS 39* | | 108 | 19 | 2 | 129 | ||||||||
1 January 2005 | 455 | (1,647 | ) | 1,690 | 201 | 699 | |||||||
Actuarial losses on defined benefit plans | 25 | | | (48 | ) | | (48 | ) | |||||
Exchange adjustments offset in reserves | | 97 | | 21 | 118 | ||||||||
Translation differences taken to the income statement on disposal of assets | | (2 | ) | | | (2 | ) | ||||||
Fair value losses on available-for-sale financial assets | 16 | | (22 | ) | | 7 | (15 | ) | |||||
Fair value gains on available-for-sale financial assets | |||||||||||||
taken to the income statement on disposal of assets | 16 | | (68 | ) | | (5 | ) | (73 | ) | ||||
Fair value losses on net investment hedges | 17 | | (39 | ) | | | (39 | ) | |||||
Fair value gains taken to the income statement on disposal of net investment hedges | 17 | | (14 | ) | | | (14 | ) | |||||
Taxation on the items taken directly to or transferred from equity | | 4 | 10 | | 14 | ||||||||
Net expense recognised directly in equity | | (44 | ) | (38 | ) | 23 | (59 | ) | |||||
Profit for the year | | | 456 | 26 | 482 | ||||||||
Total recognised (expense)/income for 2005 | | (44 | ) | 418 | 49 | 423 | |||||||
Employee share schemes | | | 40 | 7 | 47 | ||||||||
Taxation on employee share schemes | | | 11 | | 11 | ||||||||
Purchase of own shares** | | | (224 | ) | | (224 | ) | ||||||
Proceeds from shares issued to ordinary shareholders | 27 | 12 | | | | 12 | |||||||
Proceeds of shares issued to minority shareholders of Instinet | | | | 3 | 3 | ||||||||
Dividends: | 32 | ||||||||||||
Interim dividend for 2005 | | | (54 | ) | | (54 | ) | ||||||
Final dividend for 2004 | | | (86 | ) | | (86 | ) | ||||||
Share of Instinets dividend paid to minority shareholders | | | | (23 | ) | (23 | ) | ||||||
Other movements in equity | | (1 | ) | | | (1 | ) | ||||||
Minority interest in subsidiary disposed in the year | | | | (237 | ) | (237 | ) | ||||||
31 December 2005 | 467 | (1,692 | ) | 1,795 | | 570 | |||||||
* | The transitional adjustment on the balance sheet at 1 January 2005 primarily comprises recognition of the fair value of the Groups investments in Savvis (£45 million gain) and Tibco Software Inc (TSI) (£86 million gain), offset by initial recognition of embedded derivatives (£14 million loss plus £3 million taxation credit). Note 17 on page 73 includes further details. |
** | Purchase of own shares represents the cost of 57 million shares in Reuters Group PLC purchased in the market as a part of the ongoing buyback programme. |
Please refer to note 27 on page 89 and note 28 on page 90 for more information on the nature of and movements in share capital and other reserves respectively.
Retained earnings is stated after deducting £206 million (2004: £213 million) in respect of shares held by Reuters Employee Share Option Trusts (ESOTs) to satisfy certain options under the Groups share option plans (see note 33 on page 93).
Reuters Group PLC Annual Report and Form 20-F 2005 | 65 |
Notes to the financial statements continued
12 Segmental analysis balance sheet
Primary
reportable segments
The tables below show assets, liabilities and other information by business division. The assets and liabilities are attributed to business divisions using methodologies consistent with
those applied to revenues and costs (see note 1):
Shared assets by business division consist principally of taxation, hedging derivatives, short-term investments, cash and borrowings as these are not managed separately by the division.
31 December 2005 | |||||||||||||
Research | |||||||||||||
Sales & | & Asset | ||||||||||||
Trading | Management | Enterprise | Media | Shared | Total | ||||||||
£m | £m | £m | £m | £m | £m | ||||||||
|
|
||||||||||||
Assets (excluding investment in associates and joint ventures) | 661 | 253 | 183 | 43 | 961 | 2,101 | |||||||
Investment in associates and joint ventures | 11 | 5 | 3 | 17 | | 36 | |||||||
Total assets | 672 | 258 | 186 | 60 | 961 | 2,137 | |||||||
Total liabilities | (506 | ) | (128 | ) | (146 | ) | (70 | ) | (717 | ) | (1,567 | ) | |
Capital expenditure | 197 | 53 | 82 | 14 | | 346 | |||||||
|
|
31 December 2004 | |||||||||||||||
Research | |||||||||||||||
Sales & | & Asset | ||||||||||||||
Trading | Management | Enterprise | Media | Instinet | Shared | Total | |||||||||
£m | £m | £m | £m | £m | £m | £m | |||||||||
Assets (excluding investment in associates and joint ventures) | 629 | 184 | 182 | 34 | 919 | 597 | 2,545 | ||||||||
Investment in associates and joint ventures | 9 | 5 | 3 | 18 | | | 35 | ||||||||
Total assets | 638 | 189 | 185 | 52 | 919 | 597 | 2,580 | ||||||||
Total liabilities | (511 | ) | (120 | ) | (151 | ) | (66 | ) | (397 | ) | (765 | ) | (2,010 | ) | |
Capital expenditure | 71 | 20 | 28 | 6 | 19 | | 144 | ||||||||
Secondary reportable segments | |||||||||
31 December 2005 | 31 December 2004 | ||||||||
Total | Capital | Total | Capital | ||||||
assets | expenditure | assets | expenditure | ||||||
By geographical location | £m | £m | £m | £m | |||||
|
|
|
|
||||||
UK and Ireland | 314 | 127 | 476 | 57 | |||||
|
|||||||||
EMEA West | 67 | 18 | 140 | 2 | |||||
|
|||||||||
EMEA East | 208 | 46 | 147 | 14 | |||||
|
|||||||||
Americas | 520 | 99 | 1,102 | 56 | |||||
|
|||||||||
Asia | 143 | 56 | 133 | 15 | |||||
|
|||||||||
Central | 885 | | 582 | | |||||
|
|||||||||
Total | 2,137 | 346 | 2,580 | 144 | |||||
|
|
|
|
Central assets by geography consist principally of investments in associates and joint ventures, taxation, hedging derivatives and centrally managed cash and short-term investments.
66 | Reuters Group PLC Annual Report and Form 20-F 2005 |
13 Intangible assets
Internally | |||||||||||||||
Trade | Customer | Technology | generated | Purchased | |||||||||||
Goodwill | names | relationships | know-how | software | software | Total | |||||||||
£m | £m | £m | £m | £m | £m | £m | |||||||||
Cost: | |||||||||||||||
1 January 2004 | 243 | 30 | | 153 | 21 | 53 | 500 | ||||||||
Exchange differences | (14 | ) | (2 | ) | | (9 | ) | | (2 | ) | (27 | ) | |||
Additions: | |||||||||||||||
Acquisition of subsidiaries | 5 | 1 | 1 | | | | 7 | ||||||||
Other additions | | | | | 23 | 3 | 26 | ||||||||
Disposals | (19 | ) | | | | | | (19 | ) | ||||||
Adjustments* | (6 | ) | | | | | | (6 | ) | ||||||
31 December 2004 | 209 | 29 | 1 | 144 | 44 | 54 | 481 | ||||||||
Exchange differences | 24 | 3 | 4 | 6 | 1 | 2 | 40 | ||||||||
Additions: | |||||||||||||||
Acquisition of subsidiaries | 103 | 4 | 59 | 4 | | | 170 | ||||||||
Other additions | | | | | 29 | 11 | 40 | ||||||||
Reclassifications** | (9 | ) | (3 | ) | | (65 | ) | | (3 | ) | (80 | ) | |||
31 December 2005 | 327 | 33 | 64 | 89 | 74 | 64 | 651 | ||||||||
Amortisation and impairment: | |||||||||||||||
1 January 2004 | | (9 | ) | | (50 | ) | (2 | ) | (19 | ) | (80 | ) | |||
Exchange differences | | | | 4 | | 1 | 5 | ||||||||
Charged in the year: | |||||||||||||||
Amortisation | | (2 | ) | | (20 | ) | (2 | ) | (11 | ) | (35 | ) | |||
Impairment | (18 | ) | | | | (34 | ) | (3 | ) | (55 | ) | ||||
31 December 2004 | (18 | ) | (11 | ) | | (66 | ) | (38 | ) | (32 | ) | (165 | ) | ||
Exchange differences | | (2 | ) | | (3 | ) | | (2 | ) | (7 | ) | ||||
Charged in the year: | |||||||||||||||
Amortisation | | (3 | ) | (4 | ) | (15 | ) | (3 | ) | (10 | ) | (35 | ) | ||
Impairment | | | | | (1 | ) | | (1 | ) | ||||||
Reclassifications** | | 3 | | 38 | | 3 | 44 | ||||||||
31 December 2005 | (18 | ) | (13 | ) | (4 | ) | (46 | ) | (42 | ) | (41 | ) | (164 | ) | |
Carrying amount: | |||||||||||||||
31 December 2004 | 191 | 18 | 1 | 78 | 6 | 22 | 316 | ||||||||
31 December 2005 | 309 | 20 | 60 | 43 | 32 | 23 | 487 | ||||||||
* | Adjustments of £6 million to goodwill in 2004 relate to the finalisation of earn out agreements in relation to the acquisition of AVT Technologies Limited and Capital Access International LLC, and also to the finalisation of fair value adjustments in respect of the acquisition of Multex. Fair value adjustments are based on an independent valuation performed by professionally-qualified valuers. |
** | Reclassifications relate to Instinet Group which was classified as a discontinued operation prior to its disposal during the year. |
Carrying amount of intangibles other than goodwill, internally-generated software and purchased software, includes the following balances which are considered to be material to the Groups financial statements:
Arising on acquisition of | Nature (included in category) | Date of acquisition | Carrying amount £m | Remaining amortisation period |
Telerate | Customer relationships | June 2005 | 52 | 9 years, 5 months |
Bridge | Trade names | October 2001 | 16 | 5 years, 9 months |
Bridge | Technology know-how | October 2001 | 15 | 5 years, 9 months |
Reuters Group PLC Annual Report and Form 20-F 2005 | 67 |
Notes to the financial statements continued
Impairment
tests of goodwill during 2005
No impairment losses in respect of goodwill have been recognised in 2005.
For the purpose of performing impairment reviews, Reuters has identified eight cash generating units (CGUs). Annual impairment reviews are performed as at 1 July for all CGUs, which include allocated intangible assets with indefinite useful lives. No intangible assets other than goodwill have indefinite useful lives. These reviews compare the carrying value of each CGU with the present value of future cash flows arising from the use of the assets of the unit (value in use). If the value in use is less than the carrying value of the CGU, an impairment loss is recognised immediately in the income statement.
Goodwill has been allocated directly to CGUs, with the exception of goodwill arising from the acquisition of Telerate. This goodwill has been allocated £48 million to the Sales & Trading division and £24 million to the Enterprise division (excluding Risk) on the basis of the anticipated performance of Telerates products in each of the markets in which they operate.
Carrying amount of goodwill at | ||||||
31 December 2005 | 31 December 2004 | |||||
Business division | Cash Generating Unit | £m | £m | |||
Sales & Trading | Sales & Trading | 132 | 74 | |||
Bridge Trading Company | | 8 | ||||
Research & Asset Management | Investment Banking & Investment Management | 103 | 74 | |||
Wealth Management | | | ||||
Lipper | 31 | 22 | ||||
Enterprise | Enterprise (excluding Risk) | 29 | 4 | |||
Risk | 9 | 9 | ||||
Media | Media | 5 | | |||
Total | 309 | 191 | ||||
Key assumptions used in the value in use calculations are as follows:
Cash flow projections are derived from financial plans approved by the Board and cover a five year period. They reflect managements expectations of revenue growth, operating cost and margin for each CGU based on past experience. Projections exclude the expected revenue and cost synergy benefits arising from the various Core Plus growth strategies. Cash flows beyond the five year period have been extrapolated using estimated terminal growth rates.
A pre-tax discount rate of 9% (2004: 9%), reflecting the risks relating to the CGUs has been applied to cash flow projections. For accounting purposes, impairment testing has been performed using perpetuity growth rates ranging from 0% to 3% (2004: 0% to 3%). The rates used have been determined with regard to projected growth for the specific markets in which the CGUs participate. These rates are below the long-term average growth rate for the businesses in which Reuters operates.
The forecasts are most sensitive to changes in projected revenue growth rates in the first five years of the forecast period. However, there is significant headroom and forecast revenues would have to be more than 7% lower than currently projected, before a possible impairment charge would be indicated.
Impairment of goodwill and intangibles during 2004
Impairment losses
in respect of goodwill in 2004 totalled £18 million, £17 million of
which related to BTC, the soft dollar execution broker business.
In March 2005, Reuters agreed to sell BTC to Instinet Group in exchange for 3.8 million shares of Instinet Group. As a result, Reuters recognised a £17 million impairment loss on goodwill relating to BTC, which formed its own cash generating unit. Business had declined since the original purchase and future business could be further impacted by changes in the external marketplace. The loss was calculated on the basis of fair value less selling costs, as the value of the business could be ascertained by the existence in 2004 of an arms-length sale and purchase agreement. Although Instinet Group was a Group subsidiary at the time of the sale, Reuters had already announced an intention to sell the Instinet Group, subject to regulatory approval. The negotiations for the sale of BTC were therefore conducted on an arms-length basis. The impairment loss was reported within the Sales & Trading division and reclassified to discontinued operations in 2005.
Reuters also recorded a £37 million impairment on internally generated and purchased software of which £30 million relates to the impairment of a new order entry and billing system. During 2004, management revised the architectural solution to be simpler and more consistent with industry standards, leading to impairment of all of the previously capitalised expenditure. Management considers this decision will lead to a more cost effective and easier to execute solution in the longer term. The impairment loss has been allocated to the Sales & Trading (70%), Research & Asset Management (12%) and Enterprise (18%) business divisions. The balance relates to an impairment recorded in respect of development costs capitalised in our internal effort to build Reuters Knowledge for Investment Banking which was rationalised in favour of the newly acquired Multex platform and a write down in the value of capitalised software for Instinet Group which has been reclassified to discontinued operations in 2005.
68 | Reuters Group PLC Annual Report and Form 20-F 2005 |
14 Property, plant and equipment
Office | |||||||||||
Computer | equipment | ||||||||||
Freehold | Leasehold | systems | and motor | ||||||||
property | property | equipment | vehicles | Total | |||||||
£m | £m | £m | £m | £m | |||||||
Cost: | |||||||||||
1 January 2004 | 241 | 214 | 1,038 | 247 | 1,740 | ||||||
Exchange differences | (6 | ) | (12 | ) | (34 | ) | (10 | ) | (62 | ) | |
Additions | 1 | 32 | 69 | 9 | 111 | ||||||
Disposals | (83 | ) | (47 | ) | (215 | ) | (53 | ) | (398 | ) | |
31 December 2004 | 153 | 187 | 858 | 193 | 1,391 | ||||||
Exchange differences | 1 | 8 | 36 | 4 | 49 | ||||||
Additions | 5 | 41 | 80 | 11 | 137 | ||||||
Acquisitions | | | 1 | 1 | 2 | ||||||
Disposals | | (8 | ) | (91 | ) | (15 | ) | (114 | ) | ||
Reclassifications* | (1 | ) | (62 | ) | (41 | ) | (36 | ) | (140 | ) | |
31 December 2005 | 158 | 166 | 843 | 158 | 1,325 | ||||||
Depreciation: | |||||||||||
1 January 2004 | (95 | ) | (112 | ) | (853 | ) | (203 | ) | (1,263 | ) | |
Exchange differences | 6 | 3 | 32 | 5 | 46 | ||||||
Charged in the year | (8 | ) | (11 | ) | (95 | ) | (16 | ) | (130 | ) | |
Disposals | 27 | 27 | 208 | 48 | 310 | ||||||
31 December 2004 | (70 | ) | (93 | ) | (708 | ) | (166 | ) | (1,037 | ) | |
Exchange differences | (1 | ) | (3 | ) | (29 | ) | (3 | ) | (36 | ) | |
Charged in the year | (4 | ) | (13 | ) | (73 | ) | (13 | ) | (103 | ) | |
Disposals | | 8 | 89 | 14 | 111 | ||||||
Reclassifications* | | 31 | 33 | 34 | 98 | ||||||
31 December 2005 | (75 | ) | (70 | ) | (688 | ) | (134 | ) | (967 | ) | |
Carrying amount: | |||||||||||
31 December 2004 | 83 | 94 | 150 | 27 | 354 | ||||||
31 December 2005 | 83 | 96 | 155 | 24 | 358 | ||||||
* | Reclassifications relate to Instinet Groups property, plant and equipment which was classified as discontinued operation prior to disposal during the year, other assets held for sale at the balance sheet date and depreciation capitalised as intangible assets. |
2005 | 2004 | ||||
Carrying amount of leasehold property | £m | £m | |||
Long-term leaseholds | 33 | 32 | |||
Short-term leaseholds | 63 | 62 | |||
Total leasehold property | 96 | 94 | |||
The carrying amount of computer systems equipment includes an amount of £2 million in respect of subscriber equipment being sourced and managed by IBM on behalf of Reuters. This equipment has been classified as an asset held under finance lease (2004: £nil). The agreement for provision of equipment and services by IBM includes a renewal clause and an option to purchase the equipment at fair market value.
Reuters Group PLC Annual Report and Form 20-F 2005 | 69 |
Notes to the financial statements continued
15 Investments accounted for using the equity method
Interests | |||||||
in joint | Interests in | ||||||
ventures | associates | Total | |||||
£m | £m | £m | |||||
Net assets/cost: | |||||||
1 January 2004 | 72 | 207 | 279 | ||||
Reclassifications* | (47 | ) | (31 | ) | (78 | ) | |
Exchange differences | (1 | ) | | (1 | ) | ||
Arising in year share of: | |||||||
Operating profits | 5 | 8 | 13 | ||||
Taxation | | (2 | ) | (2 | ) | ||
Dividends received | (3 | ) | (1 | ) | (4 | ) | |
Loans repaid to joint ventures | 5 | | 5 | ||||
Disposals | | (176 | ) | (176 | ) | ||
Shareholder taxes | (2 | ) | | (2 | ) | ||
31 December 2004 | 29 | 5 | 34 | ||||
Exchange differences | 2 | | 2 | ||||
Arising in year share of: | |||||||
Operating profits | 5 | | 5 | ||||
Interest receivable | 1 | | 1 | ||||
Taxation | (1 | ) | | (1 | ) | ||
Additions | 1 | | 1 | ||||
Dividends received | (4 | ) | | (4 | ) | ||
Disposals | (1 | ) | | (1 | ) | ||
Impairments | | (2 | ) | (2 | ) | ||
31 December 2005 | 32 | 3 | 35 | ||||
Goodwill: | |||||||
1 January 2004 | | 1 | 1 | ||||
31 December 2004 | | 1 | 1 | ||||
31 December 2005 | | 1 | 1 | ||||
Carrying amount: | |||||||
Net assets/cost | 29 | 5 | 34 | ||||
Goodwill | | 1 | 1 | ||||
31 December 2004 | 29 | 6 | 35 | ||||
Net assets/cost | 32 | 3 | 35 | ||||
Goodwill | | 1 | 1 | ||||
31 December 2005 | 32 | 4 | 36 | ||||
* | Reclassifications relate to the Groups investment in Radianz, which was classified as discontinued operation in 2004 and sold during 2005. |
The Group holds 50% of the voting stock in Factiva which is a joint venture between Reuters and Dow Jones that provides a deep historical archive of Reuters news, Dow Jones news and around 8,000 additional publications.
The Group holds a 51% interest in AFE Solutions Limited, a 39% 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.
70 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Summarised financial information in respect of the Groups interests in joint ventures at 31 December is as follows:
2005 | 2004 | ||||
£m | £m | ||||
Income | 83 | 80 | |||
Expenses | (78 | ) | (75 | ) | |
Profit | 5 | 5 | |||
Non-current assets | 76 | 66 | |||
Current assets | 37 | 37 | |||
Current liabilities | (20 | ) | (19 | ) | |
Non-current liabilities | (61 | ) | (55 | ) | |
Carrying value | 32 | 29 | |||
Summarised financial information in respect of the Groups interests in its principal associates at 31 December is as follows:
2005 | 2004 | ||||
£m | £m | ||||
Revenues | 21 | 43 | |||
Profit | | 6 | |||
Assets | 19 | 17 | |||
Liabilities | (15 | ) | (11 | ) | |
Carrying value | 4 | 6 | |||
16 Other financial assets and liabilities
Other financial assets and derivatives are stated at fair value in 2005 and comparatives have been presented under UK GAAP as noted in the accounting policies. They include the following:
2005 | 2004 | ||||
£m | £m | ||||
Available-for-sale financial assets: | |||||
Equity securities | 13 | 47 | |||
Other available-for-sale financial assets | 5 | 10 | |||
Short-term investments | 1 | 258 | |||
Derivative financial instruments (see note 17) | 21 | | |||
Total | 40 | 315 | |||
Less: Non-current portion | (22 | ) | (28 | ) | |
Current portion | 18 | 287 | |||
Movements in the carrying value of available-for-sale financial assets are analysed as follows:
2005 | 2004 | ||||
£m | £m | ||||
Opening balance | 57 | 54 | |||
Adjustment on adoption of IAS 39 on 1 January 2005 | 101 | | |||
Opening balance as adjusted | 158 | 54 | |||
Foreign exchange | | (1 | ) | ||
Additions | 1 | | |||
Fair value adjustments transferred to equity | (50 | ) | | ||
Reclassifications* | (23 | ) | 31 | ||
Disposals | (68 | ) | (27 | ) | |
Closing balance | 18 | 57 | |||
* | Reclassifications in 2005 include balances transferred to assets held for sale and liabilities associated with assets held for sale. Reclassifications in 2004 include balances transferred from investments in associates, following Reuters part-disposal of its stake in TSI. |
Reuters Group PLC Annual Report and Form 20-F 2005 | 71 |
Notes to the financial statements continued
Fair value movements on other financial assets and liabilities recognised during 2005 include the following:
Fair value | |||||
gain/(loss) | Fair value | ||||
in income | gain/(loss) | ||||
statement | in equity | ||||
£m | £m | ||||
|
|
||||
Available-for-sale financial assets | | (50 | ) | ||
Financial assets held at fair value through profit or loss | (16 | ) | | ||
Embedded derivatives in revenue contracts | 21 | | |||
Embedded derivatives in supplier contracts | (2 | ) | | ||
Hedging instruments: | |||||
Cross-currency interest rate swaps fair value hedges | (1 | ) | | ||
Cross-currency interest rate swaps net investment hedges | (1 | ) | (39 | ) | |
|
|
|
|
|
|
Total | 1 | (89 | ) | ||
|
|
|
|
|
Other financial liabilities include the following:
2005 | 2004 | ||||
£m | £m | ||||
|
|
||||
Borrowings: | |||||
|
|
||||
Bank overdrafts | 25 | 17 | |||
|
|
||||
Bank loans | | 37 | |||
|
|
||||
Term notes and commercial paper | 383 | 456 | |||
|
|
||||
Finance lease payables | 2 | | |||
|
|
||||
Total borrowings | 410 | 510 | |||
|
|
||||
Derivative financial instruments (see note 17) | 10 | | |||
|
|
||||
Total | 420 | 510 | |||
|
|
||||
Less: Non-current portion | (371 | ) | (329 | ) | |
|
|
||||
Current portion | 49 | 181 | |||
|
|
The term notes principally relate to a public bond of £356 million which is repayable in November 2010 and incurs interest at a fixed rate of 4.6%.
The maturity profile of finance lease payables is as below:
Minimum lease payments | Present value of minimum lease payments | ||||||||
2005 | 2004 | 2005 | 2004 | ||||||
£m | £m | £m | £m | ||||||
|
|
|
|
||||||
Within one year | 1 | | 1 | | |||||
|
|
|
|
||||||
One to five years | 1 | | 1 | | |||||
|
|
|
|
||||||
Greater than five years | | | | | |||||
|
|
|
|
||||||
2 | | 2 | | ||||||
|
|
|
|
The fair value of the Groups lease obligations approximates to their carrying amounts.
72 | Reuters Group PLC Annual Report and Form 20-F 2005 |
17 Derivatives and other financial instruments
IAS 32 Financial Instruments: Presentation and Disclosure and IAS 39 Financial Instruments: Recognition and Measurement were adopted by the Group with effect from 1 January 2005. Financial information was prepared under UK GAAP for the financial period ended 31 December 2004. Comparative information for 2004 is therefore shown separately after the 2005 information below.
Management
of financial risk
The Groups
activities expose it to a variety of financial risks: market risk (including
currency risk, fair value interest rate risk and price risk), credit risk, liquidity
risk and cash flow interest rate 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 main risks managed by the Group, under policies approved by the Board, are foreign currency risk, interest rate risk, liquidity and refinancing risk and counterparty credit risk. The Board periodically reviews Reuters treasury activities, policies and procedures. All treasury activity takes place within a formal control framework.
Market riskTransaction exposure occurs when, as a result of trading activities, an entity receives or pays cash in a currency different from its functional currency. 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.
The Group has certain investments in foreign operations, whose net assets and related goodwill are exposed to foreign currency translation risk. The main currencies to which the Group is exposed are the US dollar, the Swiss franc and the Euro. Group policy is for currency exposure to be managed primarily through maintaining debt in currencies approximately proportionate to the foreign currency net assets. The currency of the debt may be altered by the use of currency swaps.
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 (see note 36) 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.
Credit
risk
The Group
is exposed to concentrations of credit risk. Trade debtors are concentrated
in the financial community. The Group estimates that approximately 72% of its
subscribers are financial institutions, 14% are corporations in other sectors
of the business community, 9% are from the news media and 5% are government
institutions and individuals worldwide (2004: 72%, 17%, 4% and 7%).
The maximum exposure to credit risk at 31 December 2005 was as follows: trade receivables £120 million, amounts owed by associates and joint ventures £4 million, accrued income £38 million, short-term investments £1 million, cash and equivalents £662 million and derivatives £21 million (2004: £131 million, £3 million, £38 million, £258 million, £578 million, £64 million).
The Group invests with high credit quality financial institutions. The Group has policies that limit the amount of credit exposure to any one financial institution. All derivative instruments are unsecured, but the amount of this credit risk is generally restricted to any fair value gain and not the principal amount hedged. However, Reuters does not anticipate non-performance by the counterparties who are all banks with recognised long-term credit ratings of A3/A- or higher.
Liquidity
risk
Prudent
liquidity risk management implies maintaining sufficient cash and marketable
securities, the availability of funding through an adequate amount of committed
credit facilities 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.
In April 2003, Reuters entered into a committed syndicated credit facility for £1.0 billion. In 2004, £520 million of the facility either expired or was voluntarily cancelled. At 31 December 2005, Reuters had £480 million available under the facility. The facility was undrawn during 2005. The commitment expires and final repayment is due in April 2008.
At the same time as the syndicated facility was arranged, committed bilateral facilities of £90 million were also put in place on similar terms. During 2004, £66 million of the facilities either expired or were voluntarily cancelled. At 31 December 2005, Reuters had £24 million available, all of which was undrawn. No loans were outstanding under this facility during 2005.
In March 1998, Reuters established a Euro commercial paper programme. This provides access to £1.5 billion of uncommitted short-term finance of which £1.5 billion was unused at 31 December 2005 (£1.4 billion was unused at 31 December 2004). In December 1998, Reuters established a £1.0 billion Euro medium-term note programme of which £631 million was unused at 31 December 2005 (£613 million was unused at 31 December 2004).
In addition, at 31 December 2005, the Group had unused, short-term, uncommitted bank borrowing facilities denominated in various currencies, the sterling equivalent of which was approximately £139 million, at money market rates.
Cash
flow and fair value 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 existing debt covenant restrictions, forecast core debt levels and prevailing market conditions. Based on this review, the Group manages its cash flow 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.
Reuters Group PLC Annual Report and Form 20-F 2005 | 73 |
Notes to the financial statements continued
Financial assets and liabilities
Carrying and fair values of Group financial assets and liabilities at 31 December
were:
2005 | |||||
Carrying value | Fair value | ||||
£m | £m | ||||
Derivative instruments: | |||||
Cross-currency interest rate swaps fair value hedges < 1 year | 2 | 2 | |||
Cross-currency interest rate swaps fair value hedges > 1 year | 12 | 12 | |||
Embedded derivatives in revenue contracts | 6 | 6 | |||
Embedded derivatives in supplier contracts | (1 | ) | (1 | ) | |
Cross-currency interest rate swaps net investment hedges | (8 | ) | (8 | ) | |
Financial assets: | |||||
Available-for-sale assets (see note 16) | 18 | 18 | |||
Trade receivables less provision for impairment (see note 19) | 120 | 120 | |||
Amounts owed by associates and joint ventures (see note 19) | 4 | 4 | |||
Other receivables (see note 19) | 68 | 68 | |||
Accrued income* | 38 | 38 | |||
Short-term investments (see note 16) | 1 | 1 | |||
Cash and cash equivalents (see note 20) | 662 | 662 | |||
Financial liabilities: | |||||
Borrowings (see note 16) | (410 | ) | (410 | ) | |
Trade payables (see note 22) | (14 | ) | (14 | ) | |
Accruals** | (262 | ) | (262 | ) | |
Amounts owed to associates and joint ventures (see note 22) | (11 | ) | (11 | ) | |
Other payables*** | (36 | ) | (36 | ) | |
Other provisions and liabilities for charges**** | (113 | ) | (113 | ) | |
Total | 76 | 76 | |||
* | Prepayments and accrued income in note 19 (£78 million) include £40 million of prepayments that are not financial assets. |
** | Accruals in note 22 (£264 million) include £2 million of non-financial liabilities. |
*** | Other payables in note 22 (£48 million) include £3 million of progress payments on contracts and £9 million of subscriptions in advance which are non-financial liabilities. |
**** | Other provisions and liabilities for charges in note 24 (£139 million) includes £26 million of non-financial liabilities. |
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.
Embedded derivatives arise in revenue and supplier contracts where the currency of the contract is different from the functional currencies of the parties involved. The derivatives are separated from the host contracts and valued using quoted forward market rates.
Borrowings are recorded initially at fair value and subsequently recorded at amortised cost, adjusted for fair value movements in respect of related fair value hedges.
Derivative instruments
Derivative
instruments held at 31 December 2005 were:
Gross | |||||
contract | |||||
amounts | Assets | Liabilities | |||
£m | £m | £m | |||
Maturing in less than one year: | |||||
Cross-currency interest rate swaps fair value hedges | 19 | 2 | | ||
Forward foreign exchange contracts held for trading | 131 | | | ||
Embedded derivatives in revenue contracts | 440 | 6 | | ||
Embedded derivatives in supplier contracts | 26 | | 1 | ||
616 | 8 | 1 | |||
Maturing in greater than one year: | |||||
Cross currency interest rate swaps net investment hedges | 304 | 1 | 9 | ||
Cross currency interest rate swaps fair value hedges | 337 | 12 | | ||
Interest rate swaps fair value hedges | 10 | | | ||
651 | 13 | 9 | |||
Total | 1,267 | 21 | 10 | ||
Gross contract amounts are calculated at historical exchange rates.
During 2005, certain derivatives were transacted for the purpose of providing an economic hedge for an underlying risk but were not formally documented as hedges and consequently are classified above as forward foreign exchange contracts held for trading.
74 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Reuters designated its investment in Savvis convertible preference shares as being held at fair value through profit or loss at 1 January 2005. The investment was pledged as part of the consideration on the Telerate acquisition in June 2005 (see note 36). Movements in the fair value of the investment between the start of the year and the date of disposal have been recognised within the income statement.
The following table provides an analysis by currency of interest rate swaps held for risk management purposes at 31 December 2005:
Gross contract | |||
amount | |||
Received | Paid | £m | |
Euro fixed | Sterling floating | 351 | |
Euro fixed | Euro floating | 10 | |
Japanese yen fixed | Sterling floating | 5 | |
Sterling floating | US dollar floating | 280 | |
Sterling floating | Swiss franc floating | 24 | |
Total | 670 | ||
Interest is receivable under swap contracts at rates between 0.1% and 5.3% and is payable at rates between 1.5% and 5.3% . Interest rate swaps are due to mature at various dates between January 2006 and November 2010.
The following table provides an analysis by currency of forward exchange contracts held for risk management purposes at 31 December 2005:
Gross contract | ||
amount | ||
£m | ||
Sales: | ||
US dollar | 22 | |
Euro | 14 | |
Japanese yen | 12 | |
Australian dollar | 8 | |
Hong Kong dollar | 8 | |
Canadian dollar | 7 | |
Purchases: | ||
Singapore dollar | 24 | |
South Africa rand | 23 | |
Swiss franc | 9 | |
Other | 4 | |
Total | 131 | |
Foreign exchange forward contracts are due to mature in January 2006.
Hedges of net investment in foreign entity
The
Groups long-term borrowing undertaken in November 2003 was 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 $470 million was designated against the US dollar foreign investment in Instinet Group until the time of its disposal and subsequently restructured and
redesignated as a hedge of $498 million against the foreign investment
in Reuters America LLC and goodwill arising on various acquisitions. The resulting
Swiss franc liability of 55 million Swiss francs is designated as a hedge of
the foreign investment in Reuters SA. The foreign exchange risk arising on
retranslation
of a 485 million
quasi-equity loan from Reuters Finance (CI) Limited to Reuters Group PLC was hedged into sterling by designating a cross-currency interest rate swap as a hedge.
Hedges of fair values
The fair value interest rate risk of the 500 million fixed rate bond issued
by Reuters Finance PLC was hedged by being swapped into floating rate interest.
The foreign exchange risk arising from retranslation and interest rate risk arising
from the impact of changes in interest rates on the fair values of foreign currency
medium-term notes amounting to £27 million and maturing in 2006 and 2008
were also swapped into floating rate sterling interest rates. The above hedges
were
executed in the form of cross-currency interest rate swaps.
The weighted average variable rate payable on the interest rate swaps used to alter the currency and interest rate profile of debt issued at 31 December 2005 was 5%. The weighted average variable rate is based on the rate implied in the yield curve at the balance sheet date.
Financial instrument sensitivity analysis
The
analysis below summarises the sensitivity of the fair value of the Groups
financial instruments to hypothetical changes in market rates. Fair values are
the present value of future cash flows based on market rates at the valuation
date.
The estimated adverse changes in the fair value of financial instruments are based on an instantaneous:
• | 1% increase in the specific rate of interest from the levels effective at 31 December 2005 with all other variables remaining constant; and |
• | 10% weakening in the value of sterling against all other currencies from the levels applicable at 31 December 2005 with all other variables remaining constant. |
Reuters Group PLC Annual Report and Form 20-F 2005 | 75 |
Notes to the financial statements continued
Fair value changes arising from | |||||||
10% weakening | |||||||
in other | |||||||
1% increase in | currencies | ||||||
Fair value | interest rates | against £ | |||||
£m | £m | £m | |||||
Financial assets: | |||||||
Available-for-sale assets (see note 16) | 18 | | (2 | ) | |||
Trade receivables less provision for impairment (see note 19) | 120 | | (12 | ) | |||
Amounts owed by associates and joint ventures (see note 19) | 4 | | | ||||
Other receivables (see note 19) | 68 | | (4 | ) | |||
Accrued income* | 38 | | (3 | ) | |||
Short-term investments (see note 16) | 1 | | | ||||
Cash and cash equivalents (see note 20) | 662 | | | ||||
Financial liabilities: | |||||||
Borrowings (see note 16) | (410 | ) | 22 | 38 | |||
Trade payables (see note 22) | (14 | ) | | 1 | |||
Accruals** | (262 | ) | | 16 | |||
Amounts owed to associates and joint ventures (see note 22) | (11 | ) | | | |||
Other payables*** | (36 | ) | | 2 | |||
Other provisions and liabilities for charges**** | (113 | ) | | 9 | |||
Derivatives: | |||||||
Currency and interest rate swaps | 6 | (22 | ) | 4 | |||
Forward contracts | | | (1 | ) | |||
Embedded derivatives in revenue contracts | 6 | | (44 | ) | |||
Embedded derivatives in supplier contracts | (1 | ) | | 3 | |||
Total | 76 | | 7 | ||||
* | Prepayments and accrued income in note 19 (£78 million) include £40 million of prepayments that are not financial assets. |
** | Accruals in note 22 (£264 million) include £2 million of non-financial liabilities. |
*** | Other payables in note 22 (£48 million) include £3 million of progress payments on contracts and £9 million of subscriptions in advance which are non-financial liabilities. |
**** | Other provisions and liabilities for charges in note 24 (£139 million) includes £26 million of non-financial liabilities. |
Monetary assets and liabilities
Monetary assets and liabilities by currency, excluding the functional currency of each operation, at 31 December 2005 were:
Net foreign currency monetary assets/(liabilities) | |||||||||||||||||
Hong | |||||||||||||||||
US | Swiss | Japanese | Kong | ||||||||||||||
Sterling | dollar | Euro | franc | yen | dollar | Other | Total | ||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | ||||||||||
Functional currency of operation: | |||||||||||||||||
Sterling | | (20 | ) | 15 | (8 | ) | 11 | 8 | (55 | ) | (49 | ) | |||||
US dollar | (13 | ) | | (4 | ) | (4 | ) | | (1 | ) | (4 | ) | (26 | ) | |||
Euro | (2 | ) | 3 | | | | | 7 | 8 | ||||||||
Swiss franc | (2 | ) | 12 | 11 | | | | | 21 | ||||||||
Hong Kong dollar | 2 | 1 | | | | | | 3 | |||||||||
Other | (3 | ) | 13 | | | | | | 10 | ||||||||
Total | (18 | ) | 9 | 22 | (12 | ) | 11 | 7 | (52 | ) | (33 | ) | |||||
Exchange differences that arise as a consequence of trading transactions and the translation of monetary assets and liabilities are taken to the income statement (see more detailed disclosure above).
76 | Reuters Group PLC Annual Report and Form 20-F 2005 |
The currency and interest rate profile of the Groups financial assets and liabilities that are subject to interest rate risk at 31 December 2005 was:
Classes of financial assets and liabilities | |||||||||||||||
Term | Weighted | ||||||||||||||
Cash and | notes and | Finance | average | ||||||||||||
Short-term | cash | Bank | commercial | lease | interest | ||||||||||
investments | equivalents | overdrafts | paper | creditors | Total | rate | |||||||||
£m | £m | £m | £m | £m | £m | % | |||||||||
By currency: | |||||||||||||||
Sterling: | |||||||||||||||
Floating | | 580 | (24 | ) | | | 556 | 4 | |||||||
US dollar: | |||||||||||||||
Floating | | 19 | | | | 19 | 4 | ||||||||
Fixed | | | | | (2 | ) | (2 | ) | 6 | ||||||
Euro: | |||||||||||||||
Floating | | 8 | | | | 8 | 2 | ||||||||
Fixed | | | | (378 | ) | | (378 | ) | 4 | ||||||
Other: | |||||||||||||||
Floating | 1 | 55 | (1 | ) | | | 55 | 3 | |||||||
Fixed | | | | (5 | ) | | (5 | ) | 1 | ||||||
Total | 1 | 662 | (25 | ) | (383 | ) | (2 | ) | 253 | ||||||
By maturity: | |||||||||||||||
Within one year | 1 | 662 | (25 | ) | (22 | ) | (1 | ) | 615 | ||||||
Between one and two years | | | | | (1 | ) | (1 | ) | |||||||
Between two and three years | | | | (5 | ) | | (5 | ) | |||||||
Between three and four years | | | | | | | |||||||||
Between four and five years | | | | (356 | ) | | (356 | ) | |||||||
Over five years | | | | | | | |||||||||
Total | 1 | 662 | (25 | ) | (383 | ) | (2 | ) | 253 | ||||||
Total financial liabilities at 31 December 2005 are repayable as follows: | |||||
Other financial | |||||
Borrowings | liabilities | ||||
£m | £m | ||||
Within one year | 48 | 379 | |||
Between one and two years | 1 | 30 | |||
Between two and three years | 5 | 8 | |||
Between three and four years | | 8 | |||
Between four and five years | 356 | 4 | |||
Over five years | | 7 | |||
Total | 410 | 436 | |||
The exposure of the Groups borrowings to interest rate changes and the contractual re-pricing dates are as follows:
6 months | |||||||||||
or less | 612 months | 15 years | Over 5 years | Total | |||||||
£m | £m | £m | £m | £m | |||||||
Bank overdrafts | 25 | | | | 25 | ||||||
Term notes and commercial paper | 22 | | 361 | | 383 | ||||||
Finance lease creditors | 1 | | 1 | | 2 | ||||||
Effect of interest rate swaps | 361 | | (361 | ) | | | |||||
Total | 409 | | 1 | | 410 | ||||||
Reuters Group PLC Annual Report and Form 20-F 2005 | 77 |
Notes to the financial statements continued
Derivatives
and other financial instruments (2004 UK GAAP comparatives)
The
accounting policies relevant to this note in 2004 under UK GAAP are given
on page 57.
The following disclosure for Derivatives and Other Financial Instruments was made at 31 December 2004 in the annual report prepared under UK GAAP.
A substantial portion of the Groups revenue is receivable in foreign currencies with terms of payment up to three months in advance. As such, the Group is subject to currency exposure from committed revenue and, additionally, to interest rate risk from borrowing and the investment of cash balances. The Group seeks to limit these risks by entering into a mix of derivative financial instruments.
If the derivative financial instruments were considered separately from the underlying future revenue and interest, the Group would be subject to market risk on these financial instruments from fluctuations in currency and interest rates. The Group only enters into such derivative financial instruments to hedge (or reduce) the underlying exposure described above. There is, therefore, no net market risk on such derivative financial instruments and only a credit risk from the potential non-performance by counterparties. The amount of this credit risk is generally restricted to any hedging gain and not the principal amount hedged.
Derivative instruments held at 31 December 2004 were: | |||||||
2004 | |||||||
Gross contract | |||||||
amounts | Carrying value | Fair value | |||||
£m | £m | £m | |||||
Foreign exchange forward contracts: | |||||||
Contracts in profit | 124 | 1 | 1 | ||||
Contracts in loss | 271 | (1 | ) | (1 | ) | ||
Foreign currency options: | |||||||
Contracts in profit | | | | ||||
Contracts in loss | | | | ||||
Currency and interest rate swaps: | |||||||
Contracts in profit | 373 | 54 | 64 | ||||
Contracts in loss | 5 | | | ||||
Total | 773 | 54 | 64 | ||||
The fair values of foreign currency and interest rate management instruments are estimated on the basis of market quotes, discounted to current value using market-quoted interest rates.
An analysis by currency of derivative contracts held for currency hedging purposes at 31 December 2004 is set out below:
2004 | |||||
Swaps | Forwards | ||||
% | % | ||||
Euro | 8 | 28 | |||
Japanese yen | 3 | 2 | |||
Swiss franc | 19 | 15 | |||
US dollar | 70 | 37 | |||
Other | | 18 | |||
Total | 100 | 100 | |||
Foreign exchange forward contracts mature at dates up to February 2005, currency swaps and interest rate swaps both mature at various dates through to November 2010.
The results of currency and interest rate hedging activities for the year to December 2004 are as summarised below:
2004 | |||
Recognised gains | £m | ||
Currency hedging | 29 | ||
Interest rate hedging | 10 | ||
Recognised currency hedging gains in 2004 were favourable mainly due to the effect of the weaker US dollar on hedges of the net investment in overseas subsidiaries.
78 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Gains and losses on instruments used for hedging are not recognised until the exposure that is being hedged is itself recognised. Unrecognised gains and losses on instruments used for hedging, and the movements, are set out below:
2004 | |||||||
Gain | (Losses) | Net | |||||
Hedging | £m | £m | £m | ||||
Unrecognised at 1 January 2004: | 5 | (4 | ) | 1 | |||
Arising in previous years | |||||||
Recognised in 2004 | 4 | (2 | ) | 2 | |||
Not recognised in 2004 | 1 | (2 | ) | (1 | ) | ||
Arising in 2004: | |||||||
Not recognised in 2004 | 11 | | 11 | ||||
Unrecognised at 31 December 2004 | 12 | (2 | ) | 10 | |||
Of which: | |||||||
Expected to be recognised in 2005 | 1 | (1 | ) | | |||
Expected to be recognised in 2006 or later | 11 | (1 | ) | 10 | |||
Net unrecognised gains on derivatives used for hedging were £10 million at 31 December 2004.
The weighted average variable rate payable on the interest rate swaps used to alter the currency and interest rate profile of debt issued at 31 December 2004 was 3%. The weighted average variable rate is based on the rate implied in the yield curve at the balance sheet date.
All derivative instruments are unsecured. However, Reuters does not anticipate non-performance by the counterparties who are all banks with recognised long-term credit ratings of A3/A- or higher.
Carrying and fair values of Group financial assets and liabilities at 31 December were: | |||||
2004 | |||||
Carrying value | Fair value | ||||
£m | £m | ||||
Derivative instruments | 54 | 64 | |||
Other financial assets: | |||||
Fixed asset investments | 28 | 34 | |||
Long-term debtors | 20 | 20 | |||
Investments held for resale | 108 | 194 | |||
Other short-term investments and cash | 836 | 836 | |||
Other financial liabilities: | |||||
Short-term borrowings | (181 | ) | (181 | ) | |
Long-term borrowings | (329 | ) | (329 | ) | |
Other financial liabilities | (97 | ) | (97 | ) | |
The fair value of fixed asset investments and investments held for sale is the carrying value unless the investment has a readily determinable market value which is higher.
The fair value of listed short-term investments was based on quoted market prices for those investments. The carrying amount of the other short-term deposits and investments approximated to their fair values due to the short maturity of the instruments held.
The fair value of short-term borrowings approximated to the carrying value due to the short maturity of the investments.
Short-term debtors and creditors have been excluded from the above analysis and all other disclosures in this note, other than the currency risk disclosures.
Financial instrument sensitivity analysis
The
analysis below summarises the sensitivity of the fair value of the Groups
financial instruments to hypothetical changes in market rates. Fair values are
the present
value of
future cash flows based on market rates at the valuation date.
The estimated adverse changes in the fair value of financial instruments are based on an instantaneous:
• | 1% increase in the specific rate of interest from the levels effective at 31 December 2004 with all other variables remaining constant; and | |
• | 10% weakening in the value of sterling against all other currencies from the levels applicable at 31 December 2004 with all other variables remaining constant. |
Fair value changes arising from | |||||||
10% weakening | |||||||
1% increase in | in £ against | ||||||
interest rates | other currencies | ||||||
Fair value | (adverse) | (adverse) | |||||
£m | £m | £m | |||||
Current and interest rate swaps | 64 | (27 | ) | (10 | ) | ||
Forward contracts | | | (16 | ) | |||
Total | 64 | (27 | ) | (26 | ) | ||
Reuters Group PLC Annual Report and Form 20-F 2005 | 79 |
Notes to the financial statements continued
Monetary assets and liabilities by currency, after cross currency swaps, excluding the functional currency of each operation at 31 December 2004, were:
Net foreign currency monetary assets/(liabilities) |
|||||||||||||||||
Sterling | US dollar | Euro | Swiss franc | Japanese yen | Hong Kong dollar | Other | Total | ||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | ||||||||||
Functional currency of operation: | |||||||||||||||||
Sterling | | (71 | ) | 42 | (6 | ) | 1 | | 22 | (12 | ) | ||||||
US dollar | (15 | ) | | (21 | ) | (16 | ) | | | (2 | ) | (54 | ) | ||||
Euro | | (4 | ) | | | | | 1 | (3 | ) | |||||||
Swiss franc | (23 | ) | 2 | 3 | | (1 | ) | | | (19 | ) | ||||||
Japanese yen | 1 | | | | | | | 1 | |||||||||
Hong Kong dollar | 1 | 18 | | | 5 | | | 24 | |||||||||
Other | | 4 | (1 | ) | | | | | 3 | ||||||||
Total | (36 | ) | (51 | ) | 23 | (22 | ) | 5 | | 21 | (60 | ) | |||||
Exchange differences that arise as a consequence of trading transactions and the translation of monetary assets and liabilities are taken to the income statement. In accordance with the Groups accounting policy, exchange differences attributable to long-term foreign currency borrowings used to finance the Groups foreign currency investments are taken directly to reserves. Consequently, long-term foreign currency borrowings have been excluded from the above table.
The currency and interest rate profile of the Groups financial assets at 31 December 2004 was:
Cash and short-term investments | Fixed rate investments | ||||||||||||
Weighted average interest rate at |
Weighted
average time for which rate is fixed |
||||||||||||
Non-interest
bearing assets |
|||||||||||||
Floating rate | Fixed rate | ||||||||||||
Total | investments | investments | 31 December | ||||||||||
£m | £m | £m | £m | % | Years | ||||||||
Sterling | 416 | 80 | 336 | | | | |||||||
US dollar | 469 | 58 | 411 | | | | |||||||
Euro | 33 | 7 | 26 | | | | |||||||
Other | 74 | 11 | 58 | 5 | | 3 | |||||||
31 December 2004 | 992 | 156 | 831 | 5 | | 3 | |||||||
Interest on floating rate investments is earned at rates based on local money market rates. Floating rate investments include £370 million of money market deposits which mature within three months of the balance sheet date.
Fixed rate investments are those investments which have an interest rate fixed for a period of greater than one year.
The currency and interest rate profile of the Groups financial liabilities after allowing for interest rate and cross-currency swaps at 31 December 2004 was:
Borrowings | |||||||
Other | Floating | ||||||
financial | rate | ||||||
Total | liabilities | borrowings | |||||
£m | £m | £m | |||||
Sterling | 280 | 60 | 220 | ||||
US dollar | 271 | 21 | 250 | ||||
Euro | 25 | 13 | 12 | ||||
Swiss francs | 27 | 2 | 25 | ||||
Other | 4 | 1 | 3 | ||||
31 December 2004 | 607 | 97 | 510 | ||||
The floating rate borrowings comprise bank loans and overdrafts bearing interest at rates based on local money market rates, commercial paper and medium-term notes. The weighted average effective interest rate on borrowings at 31 December 2004 was 4%. The above analysis excludes creditors falling due within one year which are of a non-financial nature.
80 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Total financial liabilities at 31 December 2004 are repayable as follows:
Borrowings | Other financial | ||||
liabilities | |||||
£m | £m | ||||
Within one year | 181 | 32 | |||
Between one and two years | 19 | 19 | |||
Between two and five years | 5 | 18 | |||
Over five years | 305 | 28 | |||
Total | 510 | 97 | |||
In April 2003, Reuters entered into a committed syndicated credit facility for £1.0 billion. £520 million of the facility either expired or was voluntarily cancelled in 2004. At 31 December 2004, Reuters had £480 million available under the facility. The facility was undrawn during 2004. The commitment expires and final repayment is due in April 2008.
At the same time as the syndicated credit facility was arranged, committed bilateral facilities of £90 million were also put in place on similar terms. During 2004, £66 million of the facilities either expired or were voluntarily cancelled. At 31 December 2004, Reuters had £24 million available, all of which was undrawn. No loans were outstanding under this facility during 2004.
In addition, at 31 December 2004, the Group had unused, short-term, uncommitted bank borrowing facilities denominated in various currencies, the sterling equivalent of which was approximately £200 million, at money market rates varying between 2% and 6%, depending on the currency.
18 Inventories
2005 | 2004 | ||||
£m | £m | ||||
Work in progress on contracts | 1 | 3 | |||
19 Trade and other receivables
2005 | 2004 | ||||
£m | £m | ||||
Trade receivables | 138 | 162 | |||
Less: Provision for impairment | (18 | ) | (31 | ) | |
120 | 131 | ||||
Instinet counterparty debtors | | 216 | |||
Amounts owed by joint ventures and associates | 4 | 3 | |||
Other receivables | 68 | 111 | |||
Prepayments and accrued income | 78 | 74 | |||
Total trade and other receivables | 270 | 535 | |||
Less: Non-current portion | (18 | ) | (19 | ) | |
Current portion | 252 | 516 | |||
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.
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. 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 £2 million to operating costs and to trade receivables.
Concentration of credit risk faced by the Group and other relevant risk factors are detailed in note 17 on page 73.
Reuters Group PLC Annual Report and Form 20-F 2005 | 81 |
Notes to the financial statements continued
20 Cash and cash equivalents
2005 | 2004 | ||||
£m | £m | ||||
Cash: | |||||
Cash in hand and at bank | 98 | 83 | |||
Listed cash equivalents: | |||||
Government securities overseas | | 8 | |||
Unlisted cash equivalents: | |||||
Term deposits UK | 12 | 84 | |||
Term deposits overseas | 3 | 31 | |||
Other investments UK | 546 | | |||
Other investments overseas | 3 | 372 | |||
Cash and cash equivalents | 662 | 578 | |||
21 Non-current assets and liabilities held for sale
The following are assets and liabilities classified as held for sale at 31 December:
2005 | 2004 | ||||
£m | £m | ||||
Non-current assets classified as held for sale: | |||||
Property, plant and equipment | 1 | | |||
Assets of subsidiary held exclusively for resale* | | 145 | |||
Total assets classified as held for sale | 1 | 145 | |||
Liabilities directly associated with non-current assets classified as held for sale: | |||||
Liabilities of subsidiary held exclusively for resale* | | (47 | ) | ||
Total net assets classified as held for sale | 1 | 98 | |||
* | 2004 figures have been measured in accordance with IAS 27 Consolidated and Separate Financial Statements, and not in accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations. |
In 2005, a property with a net book value of £1 million has been classified as a non-current asset held for sale. The sale of this property is due to be completed in 2006.
On 22 April 2005, Reuters Group PLC classified the net assets of Instinet Group as a disposal group held for sale. Following regulatory approval, the transaction closed on 8 December 2005. Instinet Group is therefore shown within discontinued operations in note 7 on page 62.
In 2004, Radianz was classified as a subsidiary held exclusively for resale. Radianzs net assets of £98 million were shown as held for sale. Radianz is reported within the Sales & Trading division. The acquisition and subsequent disposal of Radianz is detailed in note 7 on page 62.
22 Trade and other payables
2005 | 2004 | ||||
£m | £m | ||||
Trade payables | 14 | 71 | |||
Accruals | 264 | 346 | |||
Instinet counterparty creditors | | 197 | |||
Deferred income | 25 | 21 | |||
Amounts owed to joint ventures and associates | 11 | 12 | |||
Other payables | 48 | 39 | |||
Other taxation and social security | 35 | 35 | |||
Total trade and other payables | 397 | 721 | |||
Less: Non-current portion | (17 | ) | (19 | ) | |
Current portion | 380 | 702 | |||
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.
82 |
Reuters Group PLC Annual Report and Form 20-F 2005 |
23 Current tax liability
2005 | 2004 | ||||
£m | £m | ||||
|
|||||
Current tax liabilities | 228 | 260 | |||
|
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.
The current tax liability carried forward at the balance sheet date does not take account of any benefit of potential UK tax deductions associated with the acquisition of shares in prior periods in order to satisfy employee share awards. It is reasonably possible that, based on existing knowledge, outcomes within the next financial year could require a material adjustment to the carrying amount of the current tax liability in order to recognise this benefit.
24 Provisions for liabilities and charges
2005 | 2004 | ||||
£m | £m | ||||
|
|
||||
Provisions for post-employment benefits (see note 25) | 317 | 263 | |||
Other provisions for liabilities and charges | 139 | 164 | |||
Total provisions | 456 | 427 | |||
Less: Non-current portion | (392 | ) | (340 | ) | |
Current portion | 64 | 87 | |||
|
|
The movement in other provisions during 2005 was as follows:
Legal/ | Other | ||||||||||
Rationalisation | compliance | property | Other | Total | |||||||
£m | £m | £m | £m | £m | |||||||
1 January 2005 | 151 | 4 | 2 | 7 | 164 | ||||||
Exchange differences | 2 | | | 1 | 3 | ||||||
Charged in the year | 147 | 5 | | 14 | 166 | ||||||
Utilised in the year | (169 | ) | (1 | ) | (2 | ) | (1 | ) | (173 | ) | |
Released | (7 | ) | (1 | ) | | (4 | ) | (12 | ) | ||
Provisions acquired through business combinations | | | 5 | | 5 | ||||||
Reclassifications* | (15 | ) | | | | (15 | ) | ||||
Unwinding of discount | 1 | | | | 1 | ||||||
31 December 2005 | 110 | 7 | 5 | 17 | 139 | ||||||
* | Reclassifications relate to Instinet Groups provisions which were reclassified to discontinuing operations prior to disposal during the year. |
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 the 2005 restructuring charges, 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 us. 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 (please see note 35 on page 97). Provision for specific claims or actions are only made when the outcome is considered probable that there will be a future outflow of funds, and/or providing for 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, preceedings or investigations will not be material.
The legal/compliance provision 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.
Included within the rationalisation provision at the end of 2005 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 will be utilised during 2006 and property-related provisions will be substantially utilised over the remaining lease periods.
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.
Reuters Group PLC Annual Report and Form 20-F 2005 | 83 |
Notes to the financial statements continued
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 38 defined contribution plans covering approximately 55% of its
employees, of which the largest plans are the Reuters Retirement Plan and the
Reuters 401(k) Pension Plans. The percentage of employees covered and the company
contribution to these plans were:
Company contribution | |||||
% of employees | % of basic salary | ||||
|
|||||
Reuters Retirement Plan | 15.1 | % | 11.0 | % | |
Reuters 401(k) Pension Plans | 23.9 | % | 6.0 | % | |
The Group contributed £25 million to defined contribution plans in 2005 (2004: £19 million) and expects to contribute £24 million in 2006.
Defined benefit plans
The Group also operates 30 defined benefit plans and post retirement medical plans covering approximately 22% of employees. All significant plans are valued under IAS 19 by independently
qualified actuaries using the Projected Unit Credit Method.
The defined benefit plans include the RPF which has been accounted for as a defined benefit plan under IFRS. The RPF is the largest defined benefit plan operated by Reuters. The total defined benefit obligation at 31 December 2005 was £1,346 million, of which £985 million related to the RPF. The RPF is a complex, hybrid pension fund, with both defined company and employee contributions, and defined employee benefits.
The RPF has been in existence
since 1893 and has historically been treated as a defined contribution plan.
Under the rules of the pension fund, the Group is not able to access any surplus
in the RPF. Although the Group and employees make defined contributions to
the fund, the RPF does not provide for contributions to be made to individual
plan participant accounts and there are circumstances where the Group may
be required to make additional contributions. Under IAS 19, the RPF is treated
as a defined benefit plan from the date of transition to IFRS. At transition,
the net plan liabilities are £nil. At 31 December 2004, a net liability
of £178 million has been recognised together with a related deferred
tax asset of £39 million.
Movement on pension provisions and similar obligations
2005 | 2004 | ||||
£m | £m | ||||
|
|
||||
Opening balance | (263 | ) | (77 | ) | |
Income statement (see note 3): | |||||
Defined benefit plans* | (27 | ) | (11 | ) | |
Post-retirement medical benefits | (3 | ) | 2 | ||
Actuarial gains and losses taken directly to reserves: | |||||
Defined benefit plans* | (46 | ) | (206 | ) | |
Post-retirement medical benefits | (2 | ) | 1 | ||
(341 | ) | (291 | ) | ||
Utilised in the year | 24 | 28 | |||
Closing balance | (317 | ) | (263 | ) | |
Made up of: | |||||
Defined benefit plans* | (302 | ) | (252 | ) | |
Post-retirement medical benefits | (8 | ) | (4 | ) | |
Other | (7 | ) | (7 | ) | |
Closing balance | (317 | ) | (263 | ) | |
|
|
* | The figures for defined benefit plans include a number of immaterial schemes which have not been valued under IAS 19. The following disclosures refer only to material schemes valued under IAS 19. |
84 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Amounts recognised in respect of defined benefit obligations
Defined
benefit obligations recognised in the balance sheet
Post retirement | |||||||||||||||||
UK Plans | Overseas Plans | medical benefits | Total | ||||||||||||||
2005 | 2004 | 2005 | 2004 | 2005 | 2004 | 2005 | 2004 | ||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | ||||||||||
|
|
|
|
|
|
|
|
||||||||||
Present value of funded obligations | (1,148 | ) | (977 | ) | (167 | ) | (151 | ) | | | (1,315 | ) | (1,128 | ) | |||
Fair value of plan assets | 902 | 781 | 139 | 124 | | | 1,041 | 905 | |||||||||
(246 | ) | (196 | ) | (28 | ) | (27 | ) | | | (274 | ) | (223 | ) | ||||
Present value of unfunded obligations | (19 | ) | (18 | ) | (4 | ) | (9 | ) | (8 | ) | (3 | ) | (31 | ) | (30 | ) | |
(265 | ) | (214 | ) | (32 | ) | (36 | ) | (8 | ) | (3 | ) | (305 | ) | (253 | ) | ||
Plan asset not recognised in the balance sheet | | | (3 | ) | | | | (3 | ) | | |||||||
Net liability recognised in the balance sheet | (265 | ) | (214 | ) | (35 | ) | (36 | ) | (8 | ) | (3 | ) | (308 | ) | (253 | ) | |
Fair value of reimbursement rights not recognised as plan assets |
| | 4 | 3 | | | 4 | 3 | |||||||||
|
|
|
|
|
|
|
|
The assets and obligations reported under UK plans include the RPF, a smaller UK scheme with 32 active members and a number of smaller unfunded early retirement, ill health and retirement benefit schemes.
The reimbursement rights reported relate to insurance policies held by Reuters in respect of an unfunded plan in Germany.
Amounts recognised in the income statement
Post retirement | |||||||||||||||||
UK Plans | Overseas Plans | medical benefits | Total | ||||||||||||||
2005 | 2004 | 2005 | 2004 | 2005 | 2004 | 2005 | 2004 | ||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | ||||||||||
|
|
|
|
|
|
|
|
||||||||||
Current service cost | 19 | 20 | 11 | 10 | | | 30 | 30 | |||||||||
Interest cost | 52 | 41 | 5 | 6 | | | 57 | 47 | |||||||||
Expected gain on plan assets | (51 | ) | (52 | ) | (7 | ) | (6 | ) | | | (58 | ) | (58 | ) | |||
Past service cost | 1 | | | | 2 | | 3 | | |||||||||
Gains on curtailments | (2 | ) | (3 | ) | (3 | ) | | | | (5 | ) | (3 | ) | ||||
Gains on settlements | (1 | ) | | | | | | (1 | ) | | |||||||
Total included in operating costs | 18 | 6 | 6 | 10 | 2 | | 26 | 16 | |||||||||
Actual return on plan assets | 146 | 76 | 18 | 5 | | | 164 | 81 | |||||||||
|
|
|
|
|
|
|
|
Further amounts recognised in the statement of recognised income and expense
Post retirement | |||||||||||||||||
UK Plans | Overseas Plans | medical benefits | Total | ||||||||||||||
2005 | 2004 | 2005 | 2004 | 2005 | 2004 | 2005 | 2004 | ||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | ||||||||||
|
|
|
|
|
|
|
|
||||||||||
Actuarial losses/(gains) | 46 | 195 | (3 | ) | 10 | 2 | | 45 | 205 | ||||||||
Effect of asset ceiling | | | 3 | | | | 3 | | |||||||||
46 | 195 | | 10 | 2 | | 48 | 205 | ||||||||||
Deferred
taxation impact of actuarial gains and losses recognised
in the statement of recognised income and expense |
(10 | ) | (43 | ) | | (2 | ) | | | (10 | ) | (45 | ) | ||||
Total
recognised in the statement of recognised income and
expense |
36 | 152 | | 8 | 2 | | 38 | 160 | |||||||||
|
|
|
|
|
|
|
|
Cumulative amounts recognised in the statement of recognised income and expense
Post retirement | |||||||||||||||||
UK Plans | Overseas Plans | medical benefits | Total | ||||||||||||||
2005 | 2004 | 2005 | 2004 | 2005 | 2004 | 2005 | 2004 | ||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | ||||||||||
|
|
|
|
|
|
|
|
||||||||||
Balance of actuarial losses at 1 January | 195 | | 10 | | | | 205 | | |||||||||
Net actuarial losses/(gains) recognised in year | 46 | 195 | (3 | ) | 10 | 2 | | 45 | 205 | ||||||||
Balance of actuarial losses at 31 December | 241 | 195 | 7 | 10 | 2 | | 250 | 205 | |||||||||
Balance of asset limit effects at 1 January | | | | | | | | | |||||||||
Effects of the asset ceiling in the year | | | 3 | | | | 3 | | |||||||||
Balance of asset limit effects at 31 December | | | 3 | | | | 3 | | |||||||||
|
|
|
|
|
|
|
|
Reuters Group PLC Annual Report and Form 20-F 2005 | 85 |
Notes to the financial statements continued
Changes in the present value of the defined benefit obligation | |||||||||||||||||
Post retirement | |||||||||||||||||
UK Plans | Overseas Plans | medical benefits | Total | ||||||||||||||
2005 | 2004 | 2005 | 2004 | 2005 | 2004 | 2005 | 2004 | ||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | ||||||||||
Opening defined benefit obligation | (995 | ) | (743 | ) | (160 | ) | (141 | ) | (3 | ) | (4 | ) | (1,158 | ) | (888 | ) | |
Current service cost | (19 | ) | (20 | ) | (11 | ) | (10 | ) | | | (30 | ) | (30 | ) | |||
Past service cost | (1 | ) | | | | (2 | ) | | (3 | ) | | ||||||
Interest cost | (52 | ) | (41 | ) | (5 | ) | (6 | ) | | | (57 | ) | (47 | ) | |||
Gains on curtailments | 2 | 3 | 3 | | | | 5 | 3 | |||||||||
Liabilities extinguished on settlements | 8 | | | | | | 8 | | |||||||||
Actuarial losses | (141 | ) | (219 | ) | (8 | ) | (9 | ) | (2 | ) | | (151 | ) | (228 | ) | ||
Contributions by employees | (3 | ) | (6 | ) | (4 | ) | (5 | ) | | | (7 | ) | (11 | ) | |||
Benefits paid | 34 | 31 | 14 | 9 | | 1 | 48 | 41 | |||||||||
Exchange differences on overseas plans | | | | 2 | (1 | ) | | (1 | ) | 2 | |||||||
Closing defined benefit obligation | (1,167 | ) | (995 | ) | (171 | ) | (160 | ) | (8 | ) | (3 | ) | (1,346 | ) | (1,158 | ) | |
Changes in the fair value of plan assets | |||||||||||||||||
Post retirement | |||||||||||||||||
UK Plans | Overseas Plans | medical benefits | Total | ||||||||||||||
2005 | 2004 | 2005 | 2004 | 2005 | 2004 | 2005 | 2004 | ||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | ||||||||||
Opening fair value of plan assets | 781 | 716 | 124 | 116 | | | 905 | 832 | |||||||||
Expected return | 51 | 52 | 7 | 6 | | | 58 | 58 | |||||||||
Assets transferred on settlements | (7 | ) | | | | | | (7 | ) | | |||||||
Actuarial gains/(losses) | 95 | 24 | 11 | (1 | ) | | | 106 | 23 | ||||||||
Contributions by employer | 13 | 14 | 6 | 9 | | 1 | 19 | 24 | |||||||||
Contributions by employees | 3 | 6 | 4 | 5 | | | 7 | 11 | |||||||||
Benefits paid | (34 | ) | (31 | ) | (14 | ) | (9 | ) | | (1 | ) | (48 | ) | (41 | ) | ||
Exchange differences on overseas plans | | | 1 | (2 | ) | | | 1 | (2 | ) | |||||||
Closing fair value of plan assets | 902 | 781 | 139 | 124 | | | 1,041 | 905 | |||||||||
The Group expects to contribute around £47 million to its material defined benefit plans in 2006. Furthermore, the company is currently in discussion with the Trustees of the RPF regarding a proposed plan to fund the deficit. At 31 December 2005, the RPF deficit was £223 million (£174 million after adjustment for deferred taxation).
Major categories of plan assets as a percentage of total plan assets | |||||||||||||||||
Post retirement | |||||||||||||||||
UK Plans | Overseas Plans | medical benefits | Total | ||||||||||||||
2005 | 2004 | 2005 | 2004 | 2005 | 2004 | 2005 | 2004 | ||||||||||
% | % | % | % | % | % | % | % | ||||||||||
Equities | 55 | 55 | 46 | 49 | | | 54 | 54 | |||||||||
Bonds | 36 | 37 | 45 | 38 | | | 37 | 37 | |||||||||
Property | 7 | 7 | | | | | 6 | 6 | |||||||||
Cash | 2 | 1 | 5 | 4 | | | 2 | 2 | |||||||||
Other | | | 4 | 9 | | | 1 | 1 | |||||||||
Principal actuarial assumptions at the balance sheet date (expressed as a weighted average) | |||||||||||||
Post retirement | |||||||||||||
UK Plans | Overseas Plans | medical benefits | |||||||||||
2005 | 2004 | 2005 | 2004 | 2005 | 2004 | ||||||||
% | % | % | % | % | % | ||||||||
Discount rate | 4.75 | 5.25 | 3.29 | 3.55 | 5.50 | 5.75 | |||||||
Inflation assumption | 2.75 | 2.75 | 1.47 | 1.44 | | | |||||||
Rate of increase in salaries | 4.00 | 4.00 | 2.39 | 2.53 | | | |||||||
Rate of increase in pensions in payment | 2.75 | 2.75 | 1.38 | 1.42 | | | |||||||
Medical cost trend | | | | | 5.50 | 5.50 | |||||||
Expected rate of return on reimbursement rights | | | 4.25 | | | | |||||||
Expected rate of return on assets | 6.36 | 6.70 | 4.93 | 5.17 | | | |||||||
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 2005 is stated gross of the expected 2006 levy to the UK Pension Protection Fund.
86 | Reuters Group PLC Annual Report and Form 20-F 2005 |
The mortality assumptions used to assess the defined benefit obligation for the RPF, the largest plan, at 31 December 2005 and 31 December 2004 are based on the 92 series short cohort tables issued by the Continuous Mortality Investigation Bureau with allowance for projected longevity improvements to calendar year 2025.
Assumed healthcare cost trend rates do not have a significant effect on the amounts recognised in the income statement. A one percentage point change in assumed healthcare cost trend rates would have the following effects:
One percentage | One percentage | ||||
point decrease | point increase | ||||
£m | £m | ||||
Increase in the aggregate of interest cost and service cost | | | |||
Increase in the defined benefit obligation | (1 | ) | 1 | ||
History of experience gains and losses | |||||||||||||||||
2005 | 2004 | ||||||||||||||||
Post | Post | ||||||||||||||||
retirement | retirement | ||||||||||||||||
UK | Overseas | medical | UK | Overseas | medical | ||||||||||||
plans | plans | benefits | Total | plans | plans | benefits | Total | ||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | ||||||||||
Defined benefit obligation | (1,167 | ) | (171 | ) | (8 | ) | (1,346 | ) | (995 | ) | (160 | ) | (3 | ) | (1,158 | ) | |
Plan assets | 902 | 139 | | 1,041 | 781 | 124 | | 905 | |||||||||
Deficit | (265 | ) | (32 | ) | (8 | ) | (305 | ) | (214 | ) | (36 | ) | (3 | ) | (253 | ) | |
Experience adjustments on plan liabilities | (16 | ) | 6 | (1 | ) | (11 | ) | (100 | ) | 5 | 1 | (94 | ) | ||||
Experience adjustments on plan assets | 95 | 11 | | 106 | 24 | (1 | ) | | 23 | ||||||||
Reuters Group PLC Annual Report and Form 20-F 2005 | 87 |
Notes to the financial statements continued
26 Deferred taxation
The movement on the deferred tax account is as shown below:
2005 | 2004 | ||||
£m | £m | ||||
1 January | 247 | 219 | |||
Disposals | (46 | ) | | ||
Income statement charge | (19 | ) | (23 | ) | |
Deferred taxation credit on pension revaluations recognised in equity | 10 | 45 | |||
Deferred taxation on stock options recognised in equity | 10 | 8 | |||
Exchange differences | 8 | (2 | ) | ||
|
|
|
|
|
|
31 December | 210 | 247 | |||
|
|
|
|
|
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 £113 million carried forward at the balance sheet date. The deferred tax asset not recognised in respect of these losses is £46 million.
Deferred tax assets of £195 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 £847 million would be payable.
The movements of deferred tax assets and liabilities are shown below: | |||||||
Deferred tax liabilities | |||||||
Property, | |||||||
plant and | |||||||
equipment | Other | Total | |||||
£m | £m | £m | |||||
1 January 2005 | (12 | ) | (33 | ) | (45 | ) | |
Disposal | | 6 | 6 | ||||
Charged to income statement | | (27 | ) | (27 | ) | ||
|
|
|
|
|
|
|
|
31 December 2005 | (12 | ) | (54 | ) | (66 | ) | |
|
|
|
|
|
|
|
|
Deferred tax assets | |||||||||||
Property, | |||||||||||
plant and | Stock | ||||||||||
equipment | Losses | options | Other | Total | |||||||
£m | £m | £m | £m | £m | |||||||
1 January 2005 | 57 | 45 | 13 | 177 | 292 | ||||||
Disposal | (7 | ) | (29 | ) | (2 | ) | (14 | ) | (52 | ) | |
(Charged)/credited to income statement | (10 | ) | 71 | 1 | (54 | ) | 8 | ||||
Credited in equity | | | 10 | 10 | 20 | ||||||
Exchange differences | | 1 | | 7 | 8 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2005 | 40 | 88 | 22 | 126 | 276 | ||||||
|
|
|
|
|
|
|
|
|
|
|
The deferred tax asset expected to be recovered after more than one year is £135 million (2004: £186 million).
88 | Reuters Group PLC Annual Report and Form 20-F 2005 |
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 2004 | 358 | 91 | 449 | ||
Shares allotted during the year | 1 | 5 | 6 | ||
31 December 2004 | 359 | 96 | 455 | ||
Shares allotted during the year | 1 | 11 | 12 | ||
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31 December 2005 | 360 | 107 | 467 | ||
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An analysis of called up share capital is set out below:
2005 | 2004 | ||||
£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 | 360 | 359 | |||
360 | 359 | ||||
Number of ordinary shares of 25p each (millions) | 1,441.1 | 1,435.5 | |||
Shares allotted during the year in millions | |||||
5,554,900 shares in Reuters Group PLC were issued under employee share schemes at prices | |||||
ranging from £nil to 333p per share. Transaction costs incurred on issue of shares amounted to £nil (2004: £nil) | 5.6 | 3.0 | |||
Called up share capital includes £1 million for shares granted to employees on exercise of share options in respect of which no cash had been received at the balance sheet date (2004: £1 million).
The rights attaching to the Founders Share are set out on page 120.
At 31 December 2005, the balance in the treasury stock reserve of £430 million (2004: £213 million) included £206 million (2004: £213 million) held by Reuters ESOTs. This represents the cost of 32 million shares (2004: 33 million) in Reuters Group PLC purchased in the market and held by Reuters ESOTs to satisfy certain options under the Groups share option plans. A futher £224 million relates to the cost of 57 million shares in Reuters Group PLC purchased in the market as a part of the ongoing buyback programme announced in July 2005.
The following table provides a summary of the shares bought under the buyback programme, since its announcement in July 2005:
Total number | Approximate | ||||||
of shares | value of shares | ||||||
purchased as | that may yet | ||||||
part of publicly | Average price | be purchased | |||||
announced | paid per | under the | |||||
Month | programme | share (£) | programme (£m) | ||||
July | 1,500,000 | 3.89 | 994 | ||||
August | 8,500,000 | 3.70 | 963 | ||||
September | 7,150,000 | 3.73 | 936 | ||||
October | 2,800,000 | 3.53 | 926 | ||||
November | 22,800,000 | 3.89 | 838 | ||||
December | 14,650,000 | 4.08 | 778 | ||||
The current buyback programme was announced on 26 July 2005 and the total buyback is expected to be £1 billion. The programme is due to run for up to two years. No programme has expired during the period covered by the table. Reuters has not determined to terminate any programme prior to expiration.
Reuters Group PLC Annual Report and Form 20-F 2005 | 89 |
Notes to the financial statements continued
28 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 2004 | 1 | (1,718 | ) | | | | (1,717 | ) | |||||
Translation differences taken directly to reserves | | | | | (34 | ) | (34 | ) | |||||
Translation differences taken to the income statement on disposal of assets | | | | | 6 | 6 | |||||||
Taxation on items taken directly to or transferred from reserves | | | | | (10 | ) | (10 | ) | |||||
31 December 2004 | 1 | (1,718 | ) | | | (38 | ) | (1,755 | ) | ||||
Transitional adjustments on adoption of IAS 39* | | | 94 | 30 | (16 | ) | 108 | ||||||
1 January 2005 | 1 | (1,718 | ) | 94 | 30 | (54 | ) | (1,647 | ) | ||||
Translation differences taken directly to reserves | | | | | 97 | 97 | |||||||
Translation 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 losses taken to the income statement on disposal of net investment hedges | | | | (14 | ) | | (14 | ) | |||||
Other movements | | (1 | ) | | | | (1 | ) | |||||
Taxation on items taken directly to or transferred from reserves | | | | 16 | (12 | ) | 4 | ||||||
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31 December 2005 | 1 | (1,719 | ) | 4 | (7 | ) | 29 | (1,692 | ) | ||||
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* | The transitional adjustment on the balance sheet at 1 January 2005 primarily comprises recognition of the fair value of the Groups investments in TSI (£86 million gain). |
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 Available-for-sale reserve is used to record the cumulative fair value gains and losses on available-for-sale financial assets. The cumulative gains and losses are recycled to the income statement on disposal of the assets.
The Hedging reserve is used to record the cumulative gains and losses on hedges of the Groups net investment in foreign operations, providing that they were effective. The gains and losses are recognised in the income statement on disposal of the foreign operation.
The Translation reserve is used to record cumulative translation differences on the assets and liabilities of foreign operations. The cumulative translation differences are recycled to the income statement on disposal of the foreign operation.
90 | Reuters Group PLC Annual Report and Form 20-F 2005 |
29 Net cash flows from operating activities
Net profit is reconciled to net cash inflow from operating activities as follows:
2005 | 2004 | ||||
£m | £m | ||||
Profit for the year from continuing operations | 229 | 356 | |||
Adjustments for: | |||||
Depreciation | 99 | 112 | |||
Impairment of associates and joint ventures | 2 | | |||
Impairment of intangibles | 1 | 35 | |||
Amortisation of intangibles | 33 | 28 | |||
Loss on disposal of property, plant and equipment | | 1 | |||
Employee share scheme charges | 30 | 22 | |||
Foreign exchange (gains)/losses | (8 | ) | 9 | ||
Fair value movements on derivatives | (18 | ) | | ||
Fair value movements on other financial assets | 16 | | |||
Profits on disposals | (42 | ) | (207 | ) | |
Income from investments | (1 | ) | | ||
Share of post-taxation profits of associates and joint ventures | (5 | ) | (11 | ) | |
Finance income | (41 | ) | (15 | ) | |
Finance costs | 53 | 27 | |||
Taxation | 9 | 40 | |||
Movements in working capital: | |||||
Decrease/(increase) in inventories | 2 | (1 | ) | ||
Decrease in trade and other receivables | 3 | 2 | |||
Decrease in trade and other payables | (52 | ) | (98 | ) | |
Increase/(decrease) in pensions deficit | 9 | (17 | ) | ||
(Decrease)/increase in provisions | (27 | ) | 16 | ||
(Decrease)/increase in amounts payable to discontinued operations | (24 | ) | 8 | ||
Cash generated from continuing operations | 268 | 307 | |||
Profit for the year from discontinued operations | 253 | 19 | |||
Adjustments for: | |||||
Profits after taxation of subsidiaries acquired with a view to resale | | (1 | ) | ||
Depreciation | 4 | 18 | |||
Impairment of intangibles | | 23 | |||
Amortisation of intangibles | 2 | 7 | |||
Loss on disposal of property, plant and equipment | 4 | 2 | |||
Employee share scheme charges | 18 | 11 | |||
Profits on disposals | (278 | ) | (19 | ) | |
Income from investments | | (1 | ) | ||
Finance income | (13 | ) | (7 | ) | |
Taxation | 20 | 22 | |||
Movements in working capital: | |||||
(Increase)/decrease in trade and other receivables | (28 | ) | 146 | ||
Decrease in trade and other payables | (17 | ) | (212 | ) | |
Decrease in pensions deficit | | (2 | ) | ||
Increase/(decrease) in provisions | 14 | (25 | ) | ||
Decrease/(increase) in amounts receivable from continuing operations | 24 | (8 | ) | ||
Cash generated from discontinued operations | 3 | (27 | ) | ||
Cash generated from operations | 271 | 280 | |||
Reuters Group PLC Annual Report and Form 20-F 2005 | 91 |
Notes to the financial statements continued
30 Cash flow from acquisitions and disposals
2005 | 2004 | ||||
£m | £m | ||||
Acquisitions (including joint ventures and associates): | |||||
|
|||||
Subsidiary undertakings (see note 36) | (135 | ) | (66 | ) | |
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Joint ventures and associates | (1 | ) | | ||
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|||||
Loans (repaid to)/from joint ventures and associates | | (5 | ) | ||
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Deferred payments for acquisitions in prior years | (8 | ) | (8 | ) | |
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(144 | ) | (79 | ) | ||
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Less: cash acquired | 20 | 1 | |||
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Acquisitions, net of cash acquired | (124 | ) | (78 | ) | |
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Disposals (including joint ventures and associates): | |||||
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Subsidiary undertakings | 824 | 70 | |||
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Joint ventures and associates | 1 | 379 | |||
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Instinet (deemed disposal) | 3 | 5 | |||
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828 | 454 | ||||
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Add: cash disposed | (582 | ) | (16 | ) | |
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Disposals, net of cash disposed | 246 | 438 | |||
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31 Reconciliation of cash and cash equivalents
Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts:
2005 | 2004 | ||||
£m | £m | ||||
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||||
Cash and cash equivalents (see note 20) | 662 | 578 | |||
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Bank overdrafts | (25 | ) | (17 | ) | |
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Total cash and cash equivalents | 637 | 561 | |||
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32 Dividends
2005 | 2004 | ||||
£m | £m | ||||
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Prior year final paid | (86 | ) | (86 | ) | |
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Current year interim paid | (54 | ) | (54 | ) | |
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(140 | ) | (140 | ) | ||
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Per ordinary share | Pence | Pence | |||
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Prior year final paid | 6.15 | 6.15 | |||
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Current year interim paid | 3.85 | 3.85 | |||
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A final dividend in respect of 2005 of 6.15p per ordinary share, amounting to a total dividend of £83 million, is to be proposed at the AGM on 27 April 2006. These financial statements do not reflect this proposed dividend payable.
At 31 December 2005, 31.6 million shares representing 2% of the Groups share capital were held by the ESOT in respect of which dividend rights have been waived until the Group receives written confirmation of cancellation from Computershare Trustees (CI) Limited.
92 | Reuters Group PLC Annual Report and Form 20-F 2005 |
33 Employee share plans
The Group operates a number of share plans for the benefit of employees. The nature of each plan including general terms and conditions and the methods of settlement is set out below:
LTIP: Since 1993, Reuters has operated a long-term incentive plan 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. From 2003, awards have been based on the fair market value per share using option pricing methodology. The fair market value ascribed to each share for LTIP purposes in 2005 was 43.8% of current market value. The LTIPs 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 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.
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 GMC. Other employees may be eligible to participate in the Restricted Share Plan (see below).
Performance conditions apply to each option grant. For awards granted from 2001 to 2004, the Remuneration Committee could approve the re-testing of performance up to twice in the event the performance condition was not met by extending the performance period by up to two years with an increase of 3% in the hurdle rate of EPS growth as calculated under UK GAAP for each year added to the performance period. If the target rate was not met by the end of the fifth year, the options would lapse.
For awards granted from 2004, the re-testing provisions have been removed and accordingly, new awards will not permit any extension of the measurement period. If the awards do not meet the EPS performance condition upon completion of the initial performance period they will lapse.
Options granted to executive directors in 2004 and 2005 can vest only if the percentage growth in EPS exceeds the percentage growth in the retail price index by more than 9% over the three year performance period.
Save as you Earn (SAYE) Plan: An all-employee international savings related share option plan is offered in which the executive directors are 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.
Annual Bonus Profit Sharing Plan: 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. Executive directors and members of the GMC did not participate in this plan in 2005. A decision is taken on an annual basis to operate the Plan for the forthcoming year. Payments under the plan were typically made in the form of shares which were normally subject to a 12 month vesting period with automatic release thereafter. Reuters has determined that this Plan will operate for 2006 as a cash-only plan and no shares will be issued to employees.
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 GMC. It is intended that, other than for executive directors and GMC 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.
Legacy plans: The following plans are legacy plans under which Tom Glocer and Devin Wenig received awards prior to becoming executive directors. It is not intended that executive directors should receive any further awards under these plans.
Performance related share plan (PRSP): This plan operated from 1995 to 2001 and targeted senior executives not participating in the LTIP. Tom Glocer and Devin Wenig hold awards granted before they became executive directors. 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 lapsed in September 2005. A small supplementary grant was made to new employees in March 1999, at an option price of £8.14 and these will normally expire in March 2006.
Reuters Group PLC Annual Report and Form 20-F 2005 | 93 |
Notes to the financial statements continued
Activity relating to share options for the year ended 31 December 2004 and 31 December 2005 was as follows:
Discretionary | Annual bonus
profit share
plans |
Long-term | Weighted | ||||||||||||
employee & | incentive | average | |||||||||||||
executive | plans | exercise | |||||||||||||
plans | and | price for | |||||||||||||
Save-as- | (including | Performance | option | ||||||||||||
you-earn | Plan | Restricted | Related | plans | |||||||||||
plans | 2000 | Share Plans) | Share Plan | Total | £ | ||||||||||
Ordinary shares under option in millions (including ADSs): | |||||||||||||||
1 January 2004 | 30.2 | 14.1 | 56.4 | | 13.5 | 114.2 | 2.86 | ||||||||
Granted | 4.6 | | 10.3 | | 2.6 | 17.5 | 2.45 | ||||||||
Forfeited | (0.3 | ) | (0.3 | ) | (0.8 | ) | | (0.2 | ) | (1.6 | ) | 3.42 | |||
Exercised | (0.5 | ) | | (2.5 | ) | | (0.9 | ) | (3.9 | ) | 1.62 | ||||
Expired or lapsed | (4.1 | ) | (2.4 | ) | (4.2 | ) | | (0.4 | ) | (11.1 | ) | 4.27 | |||
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31 December 2004 | 29.9 | 11.4 | 59.2 | | 14.6 | 115.1 | 2.71 | ||||||||
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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 | |||
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31 December 2005 | 28.2 | 0.7 | 55.4 | 2.1 | 11.3 | 97.7 | 2.70 | ||||||||
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Number of participants at 31 December 2005 | 7,663 | 349 | 6,437 | 12,120 | 200 | ||||||||||
Expense included in the income statement for year ended | £m | £m | £m | £m | £m | £m | |||||||||
31 December 2004 | 4 | | 9 | 5 | 4 | 22 | |||||||||
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31 December 2005 | 5 | | 18 | 2 | 5 | 30 | |||||||||
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Options were exercised on a regular basis throughout the year and the average share price was £3.92 (2004: £3.54) .
The following table summarises information relating to the number of shares under option and those which were exercisable at 31 December 2005:
Range of exercise prices | Exercisable | ||||||
Weighted | Options | Options | weighted | ||||
average | exercisable at | exercisable at | average exercise | ||||
Total shares | remaining | 31 December | 31 December | price for options | |||
under option | contractual life | 2005 | 2004 | exercisable at | |||
(million) | (months) | (million) | (million) | 31 December 2005 | |||
Ordinary shares | |||||||
£0.00 £2.00 | 44.8 | 8 | 2.5 | 2.5 | £1.32 | ||
£2.01 £5.00 | 36.4 | 17 | 12.0 | 9.2 | £2.73 | ||
£5.01 £7.00 | 7.0 | 2 | 5.1 | 14.2 | £5.67 | ||
£7.01 £9.00 | 5.3 | 6 | 4.6 | 3.7 | £8.55 | ||
£9.01 £11.00 | 0.4 | | 0.4 | 0.3 | £9.71 | ||
ADSs* | |||||||
$ 10.01 $30.00 | 3.1 | 5 | 0.1 | | $11.39 | ||
$30.01 $50.00 | 0.7 | 21 | | 29.9 | | ||
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97.7 | |||||||
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* | One ADS is equivalent to six ordinary shares. |
The fair values of options granted during the period were determined using options pricing models.
94 | Reuters Group PLC Annual Report and Form 20-F 2005 |
The following tables summarise the models and key assumptions used:
Year ended 31 December 2005 | |||||||||||
Discretionary | All-employee | Long-term | |||||||||
Save-as-you- | employee & | bonus profit | Restricted | incentive | |||||||
earn plans | executive plans | sharing plan | share plans | plans | |||||||
Weighted average fair value (£) | 1.61 | 1.30 | 3.95 | 3.81 | 2.42 | ||||||
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 | 3.894.05 | 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 | ||||||
Year ended 31 December 2004 | |||||||||
Discretionary | Long-term | ||||||||
Save-as-you- | employee & | Restricted | incentive | ||||||
earn plans | executive plans | share plans | plans | ||||||
Weighted average fair value (£) | 1.65 | 1.50 | 2.98 | 2.73 | |||||
Options pricing model used | Monte Carlo | ||||||||
Black Scholes | Black Scholes | Black Scholes | simulation based | ||||||
options pricing | options pricing | options pricing | customised options | ||||||
model | model | model | pricing model | ||||||
Key assumptions used: | |||||||||
Weighted average share price (£) | 3.91 | 3.88 | 3.21 | 3.63 | |||||
Range of exercise prices (£) | 3.14 | 3.214.07 | Nil | Nil | |||||
Range of expected volatility (%) | 54% | 41%58% | 41%56% | 53% | |||||
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 | 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. 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 £11 million (2004: £9 million) in respect of liabilities arising from the above share-based payment transactions.
34 Related party transactionsThe parent company of the Group is Reuters Group PLC (incorporated in the United Kingdom). Reuters Group PLC owns 4% of its own shares, relating to the share buyback programme (see note 27 on page 89). 2% of Reuters Group PLC is owned by the Group ESOTs (see note 27 on page 89).
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 Limited. 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 trusts, which are deducted from shareholders equity on the consolidated balance sheet, will be used either to meet obligations under the Groups restricted share plans to satisfy the exercise of options granted, or to be granted, under other employee share option plans.
Reuters Group PLC Annual Report and Form 20-F 2005 | 95 |
Notes to the financial statements continued
Key management personnel compensation, including the Groups directors, is shown in the table below:
2005 | 2004 | |||||
£m | £m | |||||
Salaries and short-term employee benefits | 8 | 10 | ||||
Post-employment benefits | 1 | 2 | ||||
Other long-term benefits | | | ||||
Termination benefits | 1 | | ||||
Share-based payments | 6 | 4 | ||||
Total | 16 | 16 | ||||
More details of directors remuneration and senior management compensation are given in section 9 of the Remuneration report.
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 December | Amounts | Amounts | 31 December | ||||||
2004 | invoiced | collected | 2005 | ||||||
£m | £m | £m | £m | ||||||
Amounts receivable: | |||||||||
Joint ventures: | |||||||||
Factiva | 3 | 39 | (38 | ) | 4 | ||||
Other joint ventures | | 1 | (1 | ) | | ||||
Associates | | 3 | (3 | ) | | ||||
Total amounts receivable | 3 | 43 | (42 | ) | 4 | ||||
Amounts payable: | |||||||||
Joint ventures: | |||||||||
Factiva | 1 | 4 | (4 | ) | 1 | ||||
Associates: | |||||||||
3 Times Square Associates | | 18 | (18 | ) | | ||||
Other associates | | 2 | (2 | ) | | ||||
Total amounts payable | 1 | 24 | (24 | ) | 1 | ||||
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. Except as noted below, these services are ongoing and continued at historical levels to the date of this report.
During 2005, Reuters paid £47 million (2004: £42 million) to the Groups pension funds.
Factiva
Factiva
and Reuters each provide a variety of services to the other. Factiva hosts and
maintains Reuters pictures archiving service under a rolling one-year contract.
Under a three-year agreement which commenced on 1 January 2003 and has been renewed
for a further three-year period from 1 January 2006, Factiva permits Reuters
to incorporate Factiva content in certain Reuters products. Under a separate
licence, Factiva also permits
Reuters staff to access Factiva content. The total cost of the services provided
by Factiva to Reuters in 2005 was £4 million (2004: £9 million).
Reuters provides Factiva with technical and administrative support services, including use of Reuters premises, facilities, finance and payroll services, subject to termination by Factiva on six months written notice or Reuters on twelve months written notice. Reuters also provides content, primarily its newswires, to Factiva for incorporation in certain Factiva services for a fixed fee and royalty payment. This agreement was renewed for a further four year period from 1 January 2004. In 2004, Reuters granted Factiva an additional trademark licence permitting Factiva to use Reuters name for an annual fee based on a percentage, increasing in the
next calendar year, of Factivas gross revenues. The licence continues until breach, insolvency, dissolution of the joint venture or Reuters owning less than 50% of Factiva. The total cost of the services provided by Reuters to Factiva in 2005 was £39 million (2004: £23 million). Under the terms of the agreement with Dow Jones & Co. relating to the formation of the Factiva joint venture, Reuters has agreed that it will only supply its content in accordance with its written policy regarding distribution of content to third parties and that in the event that it makes its proprietary content available to any service that competes or would reasonably be deemed to compete with Factiva then any revenue from such sale shall be paid to Factiva. Such terms also apply to Dow Jones.
In addition to the above amounts, Reuters held a loan payable to Factiva of £11 million at the start of 2005, on which interest was payable at LIBOR. This was repaid during 2005. A further loan of £10 million repayable to Factiva, on which interest is payable at LIBOR, was made by Factiva to Reuters during 2005 and remained payable at 31 December 2005.
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 term of approximately 20 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 of $33 million (£18 million) to 3XSQ Associates during 2004 and 2005 in respect of rent, operating expenses, taxes,
insurance and other obligations. The lease is supported by a $120 million
letter of credit provided by Reuters.
96 | Reuters Group PLC Annual Report and Form 20-F 2005 |
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. A description of certain legal proceedings relating to Instinet Group was included in the 2004 Annual Report and Form 20-F but is not
included in this Annual Report in light of Instinet Groups sale to NASDAQ
in December 2005. 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. The Court has stayed the initiation of any discovery or the filing of any other dispositive motions until the motion to dismiss for forum non conveniens is decided. Oral arguments on the motion to dismiss for forum non conveniens are now scheduled for 12 May 2006. The Group believes the claims are without merit and intends to defend them 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 Group. The defendants have until 31 March 2006 to respond
by answering or moving to dismiss the amended complaint. Reuters intends to do
both. The Court has stayed discovery until the anticipated motions to dismiss
the amended complaint are decided. The Group believes the claims are without
merit and intends
to defend them vigorously.
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
2005 | 2004 | ||||
£m | £m | ||||
Property, plant and equipment | 16 | 37 | |||
Intangible assets | 13 | | |||
Total capital commitments | 29 | 37 | |||
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 (2004: £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:
2005 | 2004 | ||||
Year ended 31 December | £m | £m | |||
2005 | | 103 | |||
2006 | 79 | 81 | |||
2007 | 74 | 74 | |||
2008 | 63 | 67 | |||
2009 | 54 | 61 | |||
2010 | 51 | 55 | |||
Thereafter | 352 | 252 | |||
Total operating lease payables | 673 | 693 | |||
At 31 December 2005, future minimum sublease payments expected to be received under non-cancellable subleases were £114 million (2004: £24 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.
Reuters Group PLC Annual Report and Form 20-F 2005 | 97 |
Notes to the financial statements continued
36 Acquisitions
Acquisition
of Telerate
On 3
June 2005, Reuters purchased the trade and assets of Telerate and 100% of the
share capital of three of Telerates subsidiaries in exchange for cash
and the Groups 14% holding in Savvis convertible preference shares. In
addition, on 6 June 2005, Reuters carried out a merger with Quick Telerate,
the distributor of Telerates products in Japan. All of these purchases
have been accounted for as acquisitions. As a result of this acquisition, Reuters
disposed of its 4.85% holding in Quick Corporation, the parent of Quick Telerate.
The profit on disposal is detailed within note 37.
Book | Fair value | Provisional | |||||
value | adjustments | fair value | |||||
£m | £m | £m | |||||
|
|
||||||
Non-current assets: | |||||||
|
|
||||||
Intangible assets | 7 | 49 | 56 | ||||
|
|
||||||
Property, plant and equipment | 3 | (1 | ) | 2 | |||
|
|
||||||
Current assets: | |||||||
|
|
||||||
Cash and cash equivalents | 16 | | 16 | ||||
|
|
||||||
Other current assets | 19 | | 19 | ||||
|
|
||||||
Current liabilities | (31 | ) | 1 | (30 | ) | ||
|
|
||||||
Non-current liabilities | (3 | ) | (2 | ) | (5 | ) | |
|
|
||||||
Net assets acquired | 11 | 47 | 58 | ||||
|
|
||||||
Goodwill | 72 | ||||||
|
|
|
|
|
|
|
|
Total consideration | 130 | ||||||
|
|
|
|
|
|
|
|
Consideration satisfied by: | |||||||
|
|
||||||
Cash (including £8 million of transaction fees) | 99 | ||||||
|
|
||||||
Fair value of investment in Savvis convertible preference shares | 31 | ||||||
|
|
|
|
|
|
|
|
Total consideration | 130 | ||||||
|
|
|
|
|
|
|
The fair value adjustments in respect of intangible assets are due to the recognition of £2 million in respect of trademarks and £53 million in respect of customer relationships, which have been independently valued, partly offset by the write-off of £6 million of intangibles that were recorded on Telerates balance sheet prior to the acquisition. Goodwill represents the value of synergies arising from the acquisition and the acquirees assembled work force. The adjustments to property, plant and equipment, current assets, current liabilities and non-current liabilities relate to valuation adjustments and are provisional, based on managements best estimates. The fair value adjustments relating to the Telerate acquisition will be finalised in the 2006 financial statements.
The outflow of cash and cash equivalents on the acquisition can be calculated as follows:
£m | |||
Cash consideration | 99 | ||
Cash acquired | (16 | ) | |
|
|
|
|
Total outflow of cash and cash equivalents | 83 | ||
|
|
|
From the date of acquisition to 31 December 2005, the acquisition contributed £74 million to turnover, £5 million loss before interest and amortisation of intangibles and £5 million loss before amortisation, but after interest.
If the acquisitions had been made at the beginning of the financial year, Telerate would have contributed £133 million to revenue and incurred a £21 million loss. This information takes into account the amortisation of acquired intangible assets, together with related income tax effects and should not be viewed as indicative of the results of operations that would have occurred if the acquisitions had been made at the beginning of the year.
98 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Other
acquisitions
During
2005, Reuters acquired the trade and assets of Tremont Capital Managements
hedge fund database business (March 2005) and the trade and assets of the Hedgeworld
Group in March 2005. Reuters also purchased the share capital of Image Group
Limited (trading as Action Images) in September 2005 and EcoWin AB in November
2005.
Book | Fair value | Provisional | |||||
value | adjustments | fair value | |||||
£m | £m | £m | |||||
|
|
||||||
Non-current assets: | |||||||
|
|
||||||
Intangible assets | 1 | 10 | 11 | ||||
|
|
||||||
Current assets: | |||||||
|
|
||||||
Cash and cash equivalents | 4 | | 4 | ||||
|
|
||||||
Other current assets | 2 | | 2 | ||||
|
|
||||||
Current liabilities | (6 | ) | | (6 | ) | ||
|
|
||||||
Non-current liabilities | | (1 | ) | (1 | ) | ||
|
|
||||||
Net assets acquired | 1 | 9 | 10 | ||||
|
|
||||||
Goodwill | 31 | ||||||
|
|
|
|
|
|
|
|
Total consideration | 41 | ||||||
|
|
|
|
|
|
|
|
Consideration satisfied by: | |||||||
|
|
||||||
Cash | 36 | ||||||
|
|
||||||
Other* | 5 | ||||||
|
|
|
|
|
|
|
|
Total consideration | 41 | ||||||
|
|
|
|
|
|
|
|
* | Other consideration principally comprises the issue of £3 million of loan notes, relating to the acquisition of Image Group Limited. |
The fair value adjustments in respect of intangible assets are due to the recognition of £3 million in respect of trademarks, £2 million in respect of acquired technology and £5 million in respect of customer relationships, which have been independently valued. Goodwill represents the value of synergies arising from the acquisition and the acquirees assembled work force. The adjustments to current assets and non-current liabilities relate to valuation adjustments and are provisional, based on managements best estimates. The fair value adjustments relating to these acquisitions will be finalised in the 2006 financial statements.
The outflow of cash and cash equivalents on the acquisition can be calculated as follows:
£m | |||
Cash consideration | 36 | ||
Cash acquired | (4 | ) | |
|
|
|
|
Total outflow of cash and cash equivalents | 32 | ||
|
|
|
From the date of acquisition to 31 December 2005, the acquisitions contributed £4 million to turnover, £1 million to profit before interest and amortisation of intangibles and £nil to profit before amortisation, but after interest. If Reuters had acquired the assets at the beginning of the financial year, the acquisitions would have contributed £13 million to revenue and £3 million to profit.
37 Disposals
Gains on the disposal of associates and available-for-sale financial assets include £4 million arising from the disposal of Reuters 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.
Realised net gains, all of which were recorded in the income statement within continuing operations were:
£m | |||
On disposal of subsidiary undertakings | 4 | ||
On disposal of associates and available-for-sale financial assets | 38 | ||
Recorded in the income statement | 42 | ||
During 2005, Reuters disposed of a number of wholly owned subsidiary undertakings including Radianz and Instinet Group. These subsidiaries were treated as discontinued operations in accordance with IFRS 5 and are therefore disclosed separately in note 7.
During 2004, the Group made net disposal gains of £235 million, principally relating to the reduction of its stake in TSI from 48.4% to 8.8% (£149 million) and the disposal of its 34.2% stake in GL TRADE (£47 million).
Reuters Group PLC Annual Report and Form 20-F 2005 | 99 |
Notes to the financial statements continued
38 Post balance sheet events
During the period 1 January 2006 to 7 March 2006, the Group purchased 33 million shares representing total consideration of £137 million, as a part of its continuing share buyback programme announced in July 2005.
The following table provides a summary of the shares bought back during this period:
Total number | Approximate | ||||||
of shares | value of shares | ||||||
purchased as | that may yet | ||||||
part of publicly | Average price | be purchased | |||||
announced | paid per | under the | |||||
Month | programme | share (£) | programme (£m) | ||||
|
|
||||||
January | 10,500,000 | 4.32 | 733 | ||||
|
|
||||||
February | 18,450,000 | 4.06 | 658 | ||||
|
|
||||||
March | 4,500,000 | 3.82 | 640 | ||||
|
|
The Group expects to contribute around £47 million to its material defined benefit plans in 2006. Furthermore, the company is currently in discussion with the Trustees of the RPF regarding a proposed plan to fund the deficit. At 31 December 2005, the RPF deficit was £223 million (£174 million after adjustment for deferred taxation).
39 Significant subsidiaries and joint ventures
The principal subsidiary undertakings and joint ventures at 31 December 2005, 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 Finance PLC* | UK | UK | 100 | ||||
|
|
||||||
Reuters Group Overseas Holdings 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 Investments (2002) 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 Services SA | France | France | 100 | ||||
|
|
||||||
Reuters Singapore Limited | Singapore | Singapore | 100 | ||||
|
|
||||||
Reuters Telerate Inc | USA | USA | 100 | ||||
|
|
||||||
Reuters Transaction Services Limited | UK | Worldwide | 100 | ||||
|
|
||||||
Joint ventures | Country of incorporation | Principal area of operation | Percentage of equity shares held | ||||
|
|
||||||
Factiva LLC | USA | Worldwide | 50 | ||||
|
|
||||||
3 Times Square Associates LLC | USA | USA | 50 | ||||
|
|
||||||
* | Denotes investment companies. All other entities are operating companies. |
The financial years for all of the above undertakings end on 31 December.
Factiva is a 50% joint venture with Dow Jones, providing a broad range of global news and a deep historical archive of business information which client organisations can integrate into their business applications and intranet portals.
3 Times Square Associates LLC is a 50% joint venture with Rudins Times Square Associates LLC, formed to acquire, develop and operate the 3 Times Square property and building.
100 | Reuters Group PLC Annual Report and Form 20-F 2005 |
An explanation of how the transition from UK GAAP to IFRS has affected the Groups income statement, financial position and cash flows is given in the reconciliations and explanatory notes below.
Reconciliation of the consolidated income statement for the year ended 31 December 2004
Explanatory
notes are given below the tables.
Discontinued | |||||||||||
UK GAAP | IFRS impact | operations | IFRS | ||||||||
Note | £m | £m | £m | £m | |||||||
Revenue | 2,885 | | (546 | ) | 2,339 | ||||||
Development and software licences | b | (21 | ) | ||||||||
Employee benefits share-based payments | c | (7 | ) | ||||||||
Employee benefits others including pensions | d | 7 | |||||||||
Goodwill amortisation and impairment | e | 40 | |||||||||
IFRS adjustments to discontinued operations | g | (10 | ) | ||||||||
Operating costs | (2,732 | ) | 9 | 536 | (2,187 | ) | |||||
Profit/(loss) on disposal of subsidiaries | h | (6 | ) | ||||||||
Other operating income | 50 | (6 | ) | (2 | ) | 42 | |||||
Operating profit | 203 | 3 | (12 | ) | 194 | ||||||
Net finance costs | f | (4 | ) | (1 | ) | (7 | ) | (12 | ) | ||
Profit on disposal of associates and fixed asset investments | h | 225 | (2 | ) | (20 | ) | 203 | ||||
Share of profits/(losses) from associates and joint ventures | f | 4 | | 7 | 11 | ||||||
Share of joint ventures disposal of investment | 9 | | (9 | ) | | ||||||
Share of profits/(losses) from associates and joint ventures | 13 | | (2 | ) | 11 | ||||||
Profit/(loss) before taxation | 437 | | (41 | ) | 396 | ||||||
Taxation | i | (73 | ) | 11 | 22 | (40 | ) | ||||
Profit/(loss) from continuing operations | 364 | 11 | (19 | ) | 356 | ||||||
Discontinued operations | |||||||||||
Profit after tax from discontinued operations | l | | | 19 | 19 | ||||||
Profit from discontinued operations | | | 19 | 19 | |||||||
Profit for the period | 364 | 11 | | 375 | |||||||
Attributable to: | |||||||||||
Equity holders of the parent | 351 | 11 | 2 | 364 | |||||||
Minority interest | 13 | | (2 | ) | 11 | ||||||
Basic EPS | 25.1 | p | 0.8 | p | 0.1 | p | 26.0 | p | |||
Basic EPS from continuing operations | 26.0 | p | 0.8 | p | (1.4 | p) | 25.4 | p | |||
Reuters Group PLC Annual Report and Form 20-F 2005 | 101 |
Notes to the financial statements continued
Reconciliation of shareholders equity
31 December | 1 January | ||||||
2004 | 2004 | * | |||||
Note | £m | £m | |||||
Reported under UK GAAP | 612 | 407 | |||||
First-time adoption of IFRS: | a | ||||||
Development and software licences | b | 49 | 49 | ||||
Employee benefits | d | (14 | ) | (14 | ) | ||
Goodwill amortisation | e | 6 | 6 | ||||
Taxation | i | (21 | ) | (21 | ) | ||
Post balance sheet events dividends | j | 86 | 86 | ||||
Financial assets and derivatives | k | | | ||||
Acquired intangible assets | a | (14 | ) | (14 | ) | ||
Other | (5 | ) | (5 | ) | |||
87 | 87 | ||||||
Ongoing IFRS adjustments: | |||||||
Development and software licences | b | (21 | ) | | |||
Employee benefits | d | (200 | ) | | |||
Goodwill amortisation and impairments | e | 29 | | ||||
Taxation | i | 63 | | ||||
Post balance sheet events dividends | j | | | ||||
Financial assets and derivatives | k | | | ||||
Acquired intangible assets | a | (1 | ) | | |||
Other | 1 | | |||||
(129 | ) | | |||||
Total | (42 | ) | 87 | ||||
Shareholders equity under IFRS | 570 | 494 | |||||
* Date of transition to IFRS for the Group.
This reconciliation has been updated since the 2005 interim press release, primarily due to the reclassification of the RPF to a defined benefit plan under IFRS. The RPF is a complex, hybrid pension fund, with both defined company and employee contributions, and defined employee benefits. The RPF has been in existence since 1893 and has historically been treated as a defined contribution plan.
Under the rules of the pension fund, the Group is not able to access any surplus in the RPF. Although the Group and employees make defined contributions to the fund, the RPF does not provide for contributions to be made to individual plan participant accounts. Under IAS 19, the RPF is treated as a defined benefit plan from the date of transition to IFRS. At transition, the net plan liabilities are £nil. At 31 December 2004, a net liability of £178 million has been recognised together with a related deferred tax asset of £39 million.
Explanatory notes to the UK GAAP to IFRS reconciliations | ||
a. | Transition date and first-time adoption of IFRS: The Groups transition date to IFRS was 1 January 2004. All adjustments on first-time adoption were recorded in shareholders equity on the date of transition, except for adjustments relating to IAS 32 Financial Instruments: Disclosure and Presentation and IAS 39 Financial Instruments: Recognition and Measurement which were recorded in shareholders equity at 1 January 2005. | |
IFRS 1 sets out the transition rules which must be applied when IFRS is adopted for the first-time. As a result, certain of the requirements and options in IFRS 1 may result in a different application of accounting policies in the 2004 restated financial information from that which would apply if the 2004 financial statements were prepared using full retrospective adoption of IFRS. The standard sets out certain mandatory exceptions to retrospective application and certain optional exemptions. The optional exemptions taken by the Group are: | ||
1. | Business combinations: The Group has elected not to apply IFRS 3 Business Combinations retrospectively to business combinations that took place prior to the transition date to IFRS. Consequently, goodwill arising on business combinations before the transition date remains at its | |
previous UK GAAP carrying value at the date of transition from the UK GAAP financial statements. The functional currency of certain subsidiary goodwill and intangible balances has been changed to reflect the functional currency of the subsidiary to which the goodwill relates, which resulted in £13 million additional translation losses being recorded in opening equity at the date of transition. | ||
2. | Employee benefits: The Group has elected to recognise all cumulative actuarial gains and losses relating to employee benefit schemes in full in the statement of recognised income and expense. The impact is to recognise a net liability at 1 January 2004 of £17 million. | |
3. | Cumulative translation differences: Under IAS 21 The Effects of Changes in Foreign Exchange Rates, cumulative translation differences within reserves are recycled from equity to the income statement on disposal of a foreign operation. In order to eliminate the need to apply this requirement retrospectively, the Group took the exemption to set cumulative translation differences to zero at the date of transition. Resetting to zero has no impact on net equity. | |
4. | Share-based payment transactions: The Group adopted the exemption in IFRS 1 which allows a first-time adopter to apply the new standard, IFRS 2 Share-based Payment, only to share options and equity instruments granted after 7 November 2002 that have not vested by 1 January 2005. This will result in a number of existing schemes not being considered under IFRS and charges in 2004 and 2005 are likely to be lower than in 2006, when the full impact of IFRS 2 will be seen. | |
5. | Financial instruments: The Group took the exemption in IFRS 1 to apply IAS 32 and IAS 39 from 1 January 2005. The comparative information in 2004 for financial instruments, within the scope of IAS 39, is based on the underlying UK GAAP numbers. The main differences relate to the fair value of certain financial assets and recognition of all derivatives (including embedded derivatives) at fair value. The adjustment to increase opening equity as at 1 January 2005 for the adoption of IAS 32 and IAS 39 is £129 million. |
102 | Reuters Group PLC Annual Report and Form 20-F 2005 |
The mandatory exceptions outlined in IFRS 1 relevant to the financial statements (with which Reuters has complied) relate to:
6. | Estimates: Estimates under IFRS at the date of transition are required to be consistent with estimates made for the same date under previous GAAP. | |
7. | Assets classified as held for sale and discontinued operations: An entity with a transition date to IFRS before 1 January 2005 shall apply the transitional provisions of IFRS 5, which require prospective application of IFRS 5. Earlier application is permissible so long as the necessary valuation information was available at the time the classification criteria would originally have needed to be met. The Group has applied IFRS 5 from 1 January 2005, but has used the relevant statement headings in its 2004 comparative numbers. | |
b. | Development and software licences: Under UK GAAP, both internally developed and acquired software licence costs were expensed through the income statement in the year that they were incurred. Under IFRS, the Group capitalises expenditure on development of new or substantially improved products that is incurred between establishing technical feasibility and the asset becoming income generating, provided it satisfies the conditions set out in IAS 38. |
c. | Employee benefits (share-based payments): Under UK GAAP, charges were based on the intrinsic value of awarded shares at grant date, with no charge required for certain SAYE and DSOP. Under IFRS the income statement cost is based on the fair value of all share-based awards at grant date if equity- settled, or at the balance sheet date if cash-settled. The cost is calculated using option pricing models and, for equity-settled awards, applies to all options granted after 7 November 2002 that have not vested by 1 January 2005 and amortised over the vesting period of the options. |
d. | Employee benefits (pension costs): Under UK GAAP, the expected costs of defined benefit pension plans and post-retirement medical benefits were charged against the income statement over the expected service lives of employees. The Group has elected to adopt the December 2004 amendments to IAS 19 Employee Benefits, hence differences between actual and expected return on assets, changes in the retirement benefit obligation due to experience and changes in actuarial assumptions are included in the statement of recognised income and expense. The amount reflected on the balance sheet is therefore the present value of the defined benefit obligation less the fair value of defined benefit plan assets. The service cost of post retirement benefits accruing, the unwinding of the discount rate on the scheme liabilities and the expected return on scheme assets are accounted for as operating costs. Under IAS 19, the Group reassessed the classification of its pension schemes, resulting in the reclassification of the RPF as a defined benefit scheme from the date of transition. The restated opening IFRS balance sheet reflects the present value of the defined benefit obligations less the fair value of the plan assets of the Groups defined benefit schemes. |
e. | Goodwill amortisation and impairments: Under UK GAAP, goodwill was amortised through the income statement on a straight line basis and impairment reviews were carried out periodically or when a specific event occurred. Under IFRS 3, goodwill is not amortised through the income statement but instead is subject to an annual test for impairment resulting in adjustments in the income statement and the balance sheet. |
f. | Share of profits/(losses) from joint ventures and associates: This is reported net of interest and taxation under IFRS, whereas under UK GAAP, interest and taxation were reported separately in the respective headings. In 2004, the Group acquired the 49% voting interest in Radianz that it did not already own. Under UK GAAP; equity accounting continued for the original 51% interest and the 49% interest was held on the balance sheet as an asset held for sale. Under IFRS, from the date of acquisition of the remaining 49%, it was necessary to consolidate 100% of Radianz. IFRS 5 presentation was used, and hence the results of Radianz prior to 16 November 2004 were presented within discontinued operations on the income statement. |
g. | IFRS adjustments to discontinued operations: These adjustments relate to employee benefit costs (as described in (c) and (d) above) and deferred taxation (as set out in (i) below). |
h. | Profit/(loss) on disposals: Under UK GAAP, the profit or loss on disposals represented the difference between the balance sheet carrying value and the net disposal proceeds. Under IFRS, any currency translation differences previously taken to reserves are now included in the profit on disposal calculation. Also, the carrying value will be higher under IFRS as subsidiary goodwill is no longer amortised. |
i. | Taxation: Under IFRS, deferred tax is recognised on the basis of temporary differences between the carrying value of assets and liabilities in the balance sheet, and their tax bases. Deferred tax has been recognised on the IFRS adjustments to the extent that they result in a temporary difference. The principal items that result in adjustments to deferred tax between UK GAAP and IFRS are: fair values of employee benefits; development and software licences; acquired intangible assets; and share based payments. The £6 million change in the carrying value of goodwill at 1 January 2004 represents the creation of a deferred tax liability on intangibles acquired in past business combinations. |
j. | Post-balance sheet event dividends: Under UK GAAP, dividends are provided for in the year in respect of which they are declared or proposed by the Directors. Under IFRS, dividends declared after the balance sheet date are not recognised as an adjusting post-balance sheet event. Dividends are only provided for when they are declared. The final 2003 dividend is derecognised on transition to IFRS and has been disclosed as a movement in reserves during 2004 alongside the 2004 interim dividend. |
k. | Financial assets and derivatives: Under IFRS, the Group adopted IAS 32 Financial Instruments: Disclosure and Presentation and IAS 39 Financial Instruments: Recognition and Measurement at the effective date of 1 January 2005. IAS 39 covers the recognition, measurement and derecognition of financial instruments. The Group decided to take the exemption granted in IFRS 1 which removed the requirement to produce 2004 comparatives. Financial assets and liabilities recognised at 31 December 2004 have therefore been valued in accordance with the requirements of UK GAAP. |
l. | Profit after taxation from discontinued operations: The adoption of IFRS 5 has resulted in presentation of certain Group subsidiaries as discontinued operations. For more details on discontinued operations please refer to note 7. |
Explanation of principal differences between the cash flow statement presented
under UK GAAP and the cash flow statement presented under IFRS (unaudited)
The
cash flow statement has been prepared in conformity with IAS 7 Cash
Flow Statements. The principal differences between the 2004 cash flow
statement presented in accordance with UK GAAP and the cash flow statement
presented in accordance with IFRS for the same period were as follows:
1. | Under UK GAAP, net cash flow from operating activities was determined before considering cash outflows from (a) returns on investments and servicing of finance, (b) dividends received from associates, and (c) taxes paid. Under IFRS, net cash flow from operating activities is determined after these items. |
2. | Under UK GAAP, capital expenditure, financial investments and acquisitions were classified separately, while under IFRS, they are classified as investing activities. |
3. | Under UK GAAP, dividends paid were classified separately, while under IFRS, dividends paid are classified as financing activities. |
4. | Under UK GAAP, movements in short-term investments were not included in cash but classified as management of liquid resources. Under IFRS, short- term investments with a maturity of three months or less at the date of acquisition are included in cash and cash equivalents. |
Reuters Group PLC Annual Report and Form 20-F 2005 | 103 |
Summary of differences between IFRS (as adopted by the EU) and US GAAP |
Accounting
principles
These
consolidated financial statements have been prepared in accordance with IFRS
as adopted by the EU, which differ in certain significant respects from US GAAP.
Material
differences between IFRS (as adopted by the EU) and published IFRS
For the
Group, there are no material differences between the application of IFRS as
issued by the International Accounting Standards Board and IFRS as adopted by
the EU.
Material
differences between IFRS (as adopted by the EU) and US GAAP
A description
of the relevant accounting principles which differ materially is given below.
a.
Goodwill and other intangibles
Goodwill
Prior to
the adoption of IFRS on 1 January 2004, goodwill arising on acquisitions before
1998 and accounted for under the purchase method was eliminated against equity.
Goodwill arising on acquisitions from 1998 to 31 December 2003 was capitalised
and amortised over its useful life.
Under IFRS, from 1 January 2004, goodwill arising on acquisitions is no longer amortised and is allocated to cash generating units and assessed for impairment at least annually. The Group has elected not to apply IFRS 3 Business Combinations retrospectively to business combinations that took place prior to the Groups 1 January 2004 transition date to IFRS, and amortisation arising prior to transition has not been reversed. Goodwill arising on acquisitions before 1 January 2004 remains at its previous carrying value at the date of transition to IFRS.
Under US GAAP, prior to 1 July 2001, goodwill was amortised over its estimated useful life. In 2002, Reuters adopted the provisions of FAS 142 Goodwill and Other Intangible Assets, and as a result goodwill arising on acquisitions completed after 30 June 2001 was not amortised. From 1 January 2002, goodwill was no longer subject to amortisation. Under US GAAP, goodwill is assessed for impairment at least annually. As a result of differences in the carrying value of goodwill under US GAAP, impairment charges may differ from those recorded under IFRS.
In addition to differences arising from the previous GAAP requirement to amortise goodwill, as described above, goodwill balances at the date of IFRS adoption may differ from US GAAP balances because of: differences in the measurement of the fair value ascribed to quoted securities issued to effect a business combination; differences in the treatment of contingent purchase consideration; and differences in the definition of separately identifiable intangible assets of the acquiree to which purchase consideration should be allocated.
Other
intangibles
Prior to
the adoption of IFRS on 1 January 2004, identifiable intangibles acquired in
a business combination were required to be recognised separately on the balance
sheet and amortised over their useful life.
Under US GAAP, a different definition of intangible assets is applied, therefore additional intangible assets were identified under US GAAP giving rise to additional amortisation.
b.
Joint ventures and associates
Under
US GAAP, the Groups share of the results of joint ventures and associates
is adjusted to reflect the non-amortisation of goodwill since 1 January 2002.
Under IFRS, the Group has elected not to apply IFRS 3 Business Combinations
retrospectively to business combinations that took place prior to the transition
date to IFRS, and this also applies to past acquisitions of investments in associates
and of interests in joint ventures. Goodwill arising on the acquisition of associates
and joint ventures before the transition date remains at its previous carrying
value at the transition date to IFRS of 1 January 2004.
c.
Deferred gain on assets contributed to joint ventures
Prior
to the adoption of IFRS on 1 January 2004, where the fair value of assets
contributed
to joint ventures and associates is greater than the book value, the difference
is recognised in reserves. Under US GAAP, the difference is released to the
income
statement over the anticipated life of the long lived assets contributed to
the venture.
d.
Gains and losses on disposal of subsidiary and associated undertakings
On the
disposal of subsidiaries and associate undertakings a different gain or loss
on sale may arise as a result of the following:
Goodwill
Prior to
the transition to IFRS, goodwill arising on business combinations was amortised
on a systematic basis, or, prior to 1998, written off directly to reserves.
Under US GAAP, goodwill is not amortised but tested for impairment on an annual
basis. Under US GAAP, therefore, the carrying value of goodwill is different,
and results in different gains or losses on disposal.
Investment
hedge on foreign subsidiaries
Under IFRS,
gains and losses on the fair value of instruments designated as hedges against
the carrying value of group undertakings are recognised in a hedging reserve
within equity, to the extent that the hedge is effective. On disposal of such
undertakings, cumulative gains and losses that had previously been recognised
in the hedging reserve are transferred and recognised in the income statement.
Under US GAAP, Reuters has not designated any of its derivative instruments
as qualifying hedge instruments under FAS 133. Accordingly, no cumulative gains
and losses from hedging are transferred to the income statement on disposal
of Group undertakings under US GAAP.
Recycling
of foreign currency translation differences
Under IFRS,
gains and losses on the retranslation of assets and liabilities of foreign operations
that have been recorded in equity since the IFRS transition date of 1 January
2004 are transferred to the income statement and recognised as part of the gain
or loss on disposal of those operations.
Under US GAAP, amounts attributable to foreign operations that have been accumulated in the translation adjustment component of equity from the date of acquisition are removed from the separate component of equity, and are reported as part of the gain or loss on disposal of those operations.
Differences in the amounts recognised on disposals under US GAAP and IFRS arise as the currency translation reserve under IFRS was set to zero on adoption of IFRS as at 1 January 2004, and also due to underlying GAAP differences in the carrying values under IFRS and US GAAP of the underlying foreign currency assets and liabilities being retranslated.
In 2005, there was a US GAAP adjustment of £25 million to reduce the Radianz loss on sale and an adjustment of £57 million to reduce the Instinet gain on sale. Only Instinet qualifies as a discontinued operation under US GAAP.
e.
Investments
Under
IFRS, prior to the adoption of IAS 32 Financial Instruments: Disclosure
and Presentation and IAS 39 Financial Instruments: Recognition and
Measurement on 1 January 2005, fixed asset investments were held in the
balance sheet at cost, net of permanent diminution in value as assessed by the
directors.
Under IFRS, following the adoption of IAS 32 and IAS 39, available-for-sale assets and financial assets held for trading are initially recognised at fair value in the translation reserve and subsequently remeasured at fair value. The Group has classified all of its marketable securities as available-for-sale, with the exception of its investment in Savvis, which was classified as a financial asset at fair value through profit or loss, before being disposed of in 2005. Realised and unrealised gains and losses on financial assets held for trading are included in the income statement in the period in which they arise. Unrealised gains and losses arising from changes in fair value of available-for-sale assets are recognised in the statement of recognised income and expense.
Under US GAAP, traded investments are stated at fair value with unrealised gains or losses included in the income statement. Investments which have a readily determinable fair value and are classified as available-for-sale are stated at fair value with unrealised gains or losses included in other comprehensive income. Investments in available-for-sale assets which do not have a readily determinable fair value are carried at historic cost.
f.
Stock options
Employee
share awards
Under IFRS,
compensation charges relating to equity-settled employee share awards made after
7 November 2002 but not vested at 1 January 2005 are based on the fair value
of the awards at the date of grant, expensed on a straight-line basis over the
vesting period of the award. At each balance sheet
104 | Reuters Group PLC Annual Report and Form 20-F 2005 |
date, the Group revises its estimate of the number of options that are expected to become exercisable. Cash-settled share-based payments are accrued over the vesting period of the award, based on the current fair market value at each balance sheet date.
Under US GAAP, the Group applies the measurement provisions of APB 25 Accounting for Stock Issued to Employees and recognises the intrinsic value of options granted as determined on the measurement date over the vesting period. Under US GAAP, additional compensation cost is recognised when the vesting of an option has been accelerated and those options would otherwise have been forfeited unvested. Additional compensation cost is also recognised where a new measurement date is established, following the amendment of a stock option plan, where the exercise price is less than the market value of the underlying shares on the new measurement date.
Under Reuters Save-As-You-Earn (SAYE) plans, shares are granted to employees at a 20% discount. Under US GAAP, the discount is treated as employee compensation and is accrued over the vesting period of the grants. Under US GAAP, if an SAYE scheme is offered at a lower price than those offered previously and participants are able to transfer out of an existing scheme into the new scheme, variable plan accounting rules apply. Under these rules, a compensation charge is recorded on issue of the option for the intrinsic value of the award at the grant date, any subsequent movement in the share value results in a re-measuring of the compensation charge, which continues until the option is exercised. Variable plan accounting applies to all options in existing higher priced schemes and also to options in lower priced schemes to the extent that those options have been transferred from a higher priced scheme.
National
Insurance on stock options
Under IFRS,
the liability for National Insurance on stock options is accrued based on
the fair value of the options on the date of grant and adjusted for subsequent
changes in the market value of the underlying shares. Under US GAAP, this
expense is recorded upon exercise of the stock options.
Options
granted to non-employees
Under IFRS,
the transfer of employees that held unvested stock option awards to a joint
venture prior to 7 January 2002 does not give rise to a charge against profit.
Under US GAAP, the stock awards are considered to be held by non-employees
and accordingly a stock option expense relating to the fair value of the unvested
awards is included in share of operating profit/loss in joint ventures
over the remaining vesting period.
g.
Pensions
Under
IFRS, pension assets, defined benefit pension liabilities and pension expense
are determined using the Projected Unit Credit Method in a similar manner
to US GAAP. However, under IFRS all actuarial gains and losses which arise
in calculating the present value of the defined benefit obligation and the
fair value of plan assets, are recognised immediately in the statement of
recognised income and expense.
Under US GAAP, actuarial gains and losses in excess of the corridor are recogised over the average remaining service life of the employees. Also, under US GAAP an additional minimum liability is recorded when the accumulated benefit obligation exceeds the fair value of the plan assets by an amount greater than the liability recognised in the balance sheet. In addition, there is a transition asset or obligation recognised upon the adoption of FAS 87 Employers Accounting for Pensions, which is then released to the income statement over the average remaining service lives of the employees.
h.
Restructuring
Under
IFRS, Reuters recognises provisions for restructuring charges other than termination
benefits, once the Group has a present obligation (legal or constructive)
to incur the costs as a result of a past event, it is probable that an economic
outflow will be required, and a reliable estimate can be made. A constructive
obligation is considered to exist when a detailed formal plan is in place
and a valid expectation has been raised in those affected. Termination benefits
are recognised when the Group is demonstrably committed to a plan of termination
when, and only when, the Group has a detailed formal plan (with specified
minimum contents) for the termination, and there is no realistic possibility
of withdrawal. Provisions for costs associated with the exit of a property
are recognised once the intention to exit has been announced.
Under US GAAP, employee severance costs that are not one-time termination charges are recognised when it is probable that these costs will be incurred and the amount is capable of being estimated. Charges for costs associated with the exit of properties are recognised upon vacating the property or legal termination of the lease contract.
Under IFRS, liabilities for terminating or reducing the activities of an acquired company are only recognised as part of allocating the cost of a combination if they exist at the date of acquisition and meet certain recognition criteria. Provisions for future losses or other costs expected to be incurred as a result of a business combination are not recognised.
Under US GAAP, the Group applies the provisions of EITF 95-3 Recognition of liabilities in connection with a purchase combination, which requires recognition of certain costs incurred in respect of exit activities and integration if specified conditions are met, as part of purchase accounting.
i.
Derivative instruments
In
2004, the Group applied hedge accounting and was not required to record its
derivative instruments or any of its embedded derivative instruments on the
balance sheet at fair value. Compound derivative instruments, having multiple
underlyings, could be designated as net investment hedges and, where this
treatment was applied, foreign currency translation gains and losses arising
on the instruments were recorded in the statement of total recognised gains
and losses.
From 1 January 2005, Reuters adopted IAS 32 Financial Instruments: Disclosure and Presentation and IAS 39 Financial Instruments: Recognition and Measurement. These standards require all stand-alone and embedded derivative instruments to be recognised on the balance sheet at fair value. The method of recognising subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
Under IFRS, the Group has designated certain derivatives as hedges of foreign net investments and fair value hedges of borrowings. For net investment hedges, fair value movements arising from these derivatives are recognised in a hedging reserve, until transferred to the income statement on disposal or impairment of the underlying item. For fair value hedges, fair value movements are adjusted in the carrying value of borrowings; movements in the fair value of fair value hedges are recognised in the income statement, together with movements in the fair value of the item being hedged. To the extent that hedges are ineffective, gains and losses are recognised in the income statement.
Under US GAAP, the Group adopted FAS 133 Accounting for Derivative Instruments and Hedging Activities as amended by FAS 138, on 1 January 2001. FAS 133 introduced new rules in respect of hedge accounting and the recognition of movements in fair value through the income statement. As a result of the adoption, all derivatives and embedded derivative instruments, whether designated in hedging relationships or not, are carried on the balance sheet at fair value. The Group has not designated any of its derivative instruments as qualifying hedge instruments under FAS 133. Accordingly, changes in the fair value of derivative and embedded derivative instruments have been included within the income statement under US GAAP.
Under IFRS, IAS 39 grants an exemption from the requirement to recognise embedded foreign currency derivatives where the currency is commonly used in the economic environment of the host contract. FAS133 does not grant such an exemption, therefore the Group identifies and separately accounts for more embedded derivatives under US GAAP than it does under IFRS.
j.
Consolidation of subsidiary undertakings
On
16 November 2004, Reuters purchased the 49% voting stake of Radianz that it
did not already own from Equant, thereby increasing its shareholding from
51% to 100% of the voting shares. Under IFRS, from the date of acquisition
of the remaining 49%, Radianz was fully consolidated. IFRS 5 Non-current
Assets Held for Sale and Discontinued Operations was applied for presentation
purposes, and hence Radianz was classified as a subsidiary acquired with a
view to resale, and included in the balance sheet as a non-current asset held
for sale. Liabilities directly associated with the non-current assets held
for sale were also shown separately. The results of Radianz prior to 16 November
2004 were presented within discontinued operations in the income statement.
Reuters Group PLC Annual Report and Form 20-F 2005 | 105 |
Summary of differences between IFRS (as adopted by the EU) and US GAAP continued
Under US GAAP, Radianz was treated as a joint venture of the Group for the period 1 January 2004 to 16 November 2004. The acquisition of the additional 49% stake in Radianz was accounted for as a step acquisition at which time Radianz was fully consolidated as a subsidiary until its disposal during 2005. It is the opinion of the directors that Radianz met the criteria set forth in FAS 144, Accounting for the Impairment and Disposal of Long Lived Assets, as a disposal group and was therefore classified as an asset held-for-sale until its disposal. Although Reuters has no significant continuing involvement in the operations of Radianz following disposal, the classification of Radianz as a discontinued operation is not considered appropriate given a significant level of continuing cash outflows. Under US GAAP, Radianz had a higher carrying value resulting in a greater write down to fair value less costs to sell at the end of 2004.
k.
Sale and leaseback transactions
Under
IFRS, where gains and losses arise from transactions qualifying as sale and
operating leaseback, such gains and losses on the sale of the properties and
rental expenses associated with subsequent leasebacks are recognised in the
income statement.
Under US GAAP, where a portion of the leased property is sub-let and that sublease is not minor, the sale and leaseback is accounted for as financing. The asset is retained on the balance sheet at its written down value and depreciated over the term of the lease. The proceeds received from the sale of the property are deferred on the balance sheet as a financing liability, whilst lease rental payments are offset against the liability as they are made. The differences between the initial proceeds received and subsequent rental payments are recorded as financing costs over the term of the lease.
l.
Property, plant and equipment
Under
IFRS, the Group does not capitalise interest on self-constructed assets. Under
US GAAP, interest incurred as part of the cost of constructing a fixed asset
is capitalised and amortised over the life of the asset.
m.
Taxation
Under
IFRS, deferred taxes are accounted for in accordance with IAS 12 Income
Taxes, which requires deferred tax to be accounted for on temporary differences.
Deferred tax assets are recognised to the extent that it is probable that taxable
profits will be available against which the deductible temporary difference
can be utilised. Assets not recognised are disclosed in note 26.
Under US GAAP, deferred taxes are accounted for in accordance with FAS 109 Accounting for Income Taxes on all temporary differences and a valuation allowance is established in respect of those deferred tax assets where it is more likely than not that some portion will remain unrealised.
Deferred tax adjustments in the IFRS to US GAAP reconciliation are primarily the result of the deferred tax impact of the other US GAAP adjustments made in the reconciliation. However, tax adjustments also arise in respect of the timing of recognition of deferred tax on share options and current tax benefits.
n.
Reclassification of minority interest
IFRS
requires the presentation of minority interest within equity on the face of
the balance sheet. Under US GAAP, minority interest is presented as a separate
item on the face of the balance sheet outside of equity.
Cash
flows
The cash
flow statement set out on page 52 has been prepared in accordance with IAS 7
Cash Flow Statements. If the cash flow statement had been prepared
in accordance with FAS 95 Statement of Cash Flows, the net increase
in cash and cash equivalents would have been £84 million (2004: £36
million). This is because under IFRS, the cash outflow in bank overdrafts of
£8 million (2004: inflow of £12 million) is classified as a movement
in cash and cash equivalents, while under US GAAP, the cash flow in bank overdrafts
is classified as a financing activity.
106 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Notes on the summary of differences between IFRS and US GAAP |
01 Adjustments to net income
Note | 2005 | 2004 | |||||
£m | £m | ||||||
Profit/(loss) attributable to ordinary shareholders in accordance with IFRS | 456 | 364 | |||||
US GAAP adjustments: | |||||||
Intangible amortisation and impairment | a | (4 | ) | 21 | |||
Amortisation of gain on assets contributed to joint ventures | c | | 6 | ||||
(Loss)/gain on disposal of subsidiaries | d | (32 | ) | (18 | ) | ||
(Loss)/gain on disposal of associated undertaking | d | | (35 | ) | |||
Gain/(loss) on disposal of fixed asset investments, available-for-sale assets and | |||||||
financial assets held for trading | e | 42 | (18 | ) | |||
Stock options | f | (1 | ) | 18 | |||
Pensions | g | (28 | ) | 1 | |||
Restructuring | h | (9 | ) | 105 | |||
Derivative instruments | i | (42 | ) | 58 | |||
Consolidation of subsidiary undertakings | j | | (7 | ) | |||
Sale and leaseback | k | (1 | ) | (1 | ) | ||
Taxation | m | 18 | (62 | ) | |||
Minority interest in respect of US GAAP adjustments | (3 | ) | 7 | ||||
Net income/(loss) attributable to ordinary shareholders in accordance with US GAAP | 396 | 439 | |||||
2005 | 2004 | ||||
pence | pence | ||||
Earnings and dividends: | |||||
Basic earnings per ADS in accordance with US GAAP | 170.2 | 188.2 | |||
Diluted earnings per ADS in accordance with US GAAP | 165.4 | 183.2 | |||
Dividend paid per ADS | 60.0 | 60.0 | |||
Weighted average number of shares used in basic EPS calculation (millions) | 1,396 | 1,400 | |||
Dilutive shares | 41 | 36 | |||
Used in diluted EPS calculation | 1,437 | 1,436 | |||
02 Adjustments to shareholders equity
2005 | 2004 | ||||||
Note | £m | £m | |||||
Capital employed before minority interest in accordance with IFRS | 570 | 371 | |||||
US GAAP adjustments: | |||||||
Goodwill and other intangibles | a | 128 | 119 | ||||
Joint ventures and associates | b | 6 | 8 | ||||
Deferred gain on assets contributed to joint ventures | c | | (31 | ) | |||
(Loss)/gain on disposal of fixed asset investments, available-for-sale assets and | |||||||
financial assets held for trading | e | (2 | ) | 89 | |||
Stock options | f | (57 | ) | (33 | ) | ||
Pensions | g | 177 | 143 | ||||
Restructuring | h | (71 | ) | (45 | ) | ||
Derivative instruments | i | 6 | (8 | ) | |||
Consolidation of subsidiary undertakings | j | | (7 | ) | |||
Sale and leaseback | k | (2 | ) | (1 | ) | ||
Property, plant and equipment | l | 1 | 1 | ||||
Taxation | m | (51 | ) | (39 | ) | ||
Minority interest in respect of US GAAP adjustments | | 1 | |||||
Shareholders equity in accordance with US GAAP | 705 | 568 | |||||
Reuters Group PLC Annual Report and Form 20-F 2005 | 107 |
Notes on the summary of differences between IFRS and US GAAP continued
03 Discontinued operations
Under IFRS, operations are classified as discontinued if they have been either disposed of, or are classified as held for sale, and: represent a major line of business or geographical area of operation; the disposal is part of a single coordinated plan; or if the operations constitute a subsidiary acquired exclusively with a view to resale. As discussed in note 7 on page 62, Radianz, Instinet and BTC have been classified as discontinued operations under IFRS.
Under US GAAP, operations are classed as discontinuing operations if the operations and cash flows of the component will be eliminated from the ongoing operations as a result of the disposal transaction and the Group will not have any significant continuing involvement in the operations after the disposal. The Group has determined that it has not eliminated significant cash flows related to Radianz and therefore Radianz does not meet the criteria for classification as a discontinued operation; accordingly, the results of Radianz, for US GAAP purposes, have been reported within continuing operations. Instinet and BTC do meet the criteria and have been classified within discontinued operations.
Under US GAAP the key data for the operations classed as discontinuing operations are analysed below:
2005 | 2004 | ||||
|
|
||||
Discontinued operations under US GAAP | £m | £m | |||
|
|||||
Operating income | 96 | 66 | |||
Income tax charge | (15 | ) | (18 | ) | |
Gain on disposal | 133 | | |||
Minority interest | (29 | ) | (4 | ) | |
Net income | 185 | 44 | |||
Basic profit per ADS | 79.4 | p | 19.7 | p | |
Diluted profit per ADS | 77.2 | p | 18.9 | p | |
04 Additional disclosures required by US GAAP
Derivative instruments
The current
year loss on derivative instruments is £41 million (2004: £58
million gain). At 31 December 2005, the balance sheet includes a derivative
asset
of £15 million and a derivative liability of £11 million. The current
year loss includes a gain of £17 million (2004: £21 million gain)
relating to currency forward contracts embedded within customer and supplier
contracts.
Recent Accounting Pronouncements
FASB
Statement No. 123 (revised 2004) ShareBased Payment
(FAS 123 (R))
In December
2004, the FASB issued FAS 123 (R). The statement is a revision of FASB Statement
No. 123 Accounting for Stock-Based Compensation and supersedes
APB Opinion No. 25 Accounting for Stock Issued to Employees and
its related implementation guidance. FAS 123 (R) establishes standards for
accounting for transactions in which an entity exchanges its equity instruments
for goods and services, primarily employee services. The statement requires
a public entity to measure the cost of employee services received in exchange
for an award of equity instruments to be based on the grant date fair value
of the award, as determined using an option pricing model which considers
the unique characteristics of those instruments. The cost should be recognised
over the period during which an employee is required to provide service in
exchange for the award. FAS 123 (R) is applicable to the Group from the start
of the first annual reporting period beginning after 15 June 2005. The implementation
of FAS 123 (R) will require the Group to establish the grant date fair value
for all its employee share option plans. The Group is in the process of assessing
these fair values and the resulting impact on the Groups financial position.
FASB Statement No. 153 Exchanges of Non-monetary Assets (FAS
153)
In December
2004, the FASB issued FAS 153 as an amendment to APB Opinion No. 29 Accounting
for Non-monetary Transactions. The guidance in APB Opinion No. 29 is
based on the principle that exchanges on non-monetary assets should be measured
based on the fair value of the assets exchanged, with certain exceptions to
that principle. FAS 153 amends APB Opinion No. 29 to eliminate the exception
for non-monetary exchanges of similar productive assets and replaces it with
a general exception for exchanges on non-monetary assets that do not have
commercial substance. A non-monetary exchange has commercial substance if
future cash flows of the entity are expected to change significantly as a
result of the exchange.
FAS 153 is effective for non-monetary exchanges occurring in fiscal periods beginning after 15 June 2005. This accounting pronouncement is not expected to have a significant impact on the Groups financial position or the results of its operations.
FASB Statement No.154 Accounting Changes and Error Corrections
(FAS 154)
In May 2005,
the FASB issued FAS 154, a replacement of APB Opinion No. 20 and FASB Statement
No. 3. FAS 154 provides guidance on the accounting for and reporting of accounting
changes and error corrections. FAS 154 is effective for accounting changes
and corrections of errors made in fiscal years beginning after 15 December
2005.
108 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Eleven year consolidated financial summary |
For the year ended 31 December
Two year consolidated financial summary (IFRS)
IFRS | IFRS | ||||
2005 | 2004 | ||||
£m | £m | ||||
Results: | |||||
Revenue1 | 2,409 | 2,339 | |||
Net finance costs | (12 | ) | (12 | ) | |
Profit before tax | 238 | 396 | |||
Taxation | 9 | 40 | |||
Profit attributable to equity holders of the parent | 456 | 364 | |||
Net assets: | |||||
Non-current assets | 1,179 | 1,025 | |||
Current assets | 957 | 1,410 | |||
Current liabilities | (738 | ) | (1,249 | ) | |
Non-current liabilities | (829 | ) | (714 | ) | |
Non-current assets classified as held for sale | 1 | 145 | |||
Liabilities directly associated with non-current assets classified as held for sale | | (47 | ) | ||
570 | 570 | ||||
Property, plant and equipment: | |||||
Additions | 137 | 111 | |||
Depreciation | 103 | 130 | |||
2005 | 2004 | ||||
Ratios: | |||||
Basic earnings per ordinary share from continuing operations | 16.3 | p | 25.4 | p | |
Dividends per ordinary share | 10.0 | p | 10.0 | p | |
Book value per ordinary share2 | 42.1 | p | 26.5 | p | |
Profit before taxation as a percentage of revenue (%) | 9.9 | 16.9 | |||
Return on property, plant and equipment3 (%) | 64.2 | 85.7 | |||
Return on equity4 (%) | 96.9 | 108.5 | |||
UK corporation tax rate (%) | 30 | 30 | |||
Infrastructure: | |||||
Shares issued (millions) | 1,441 | 1,436 | |||
Employees | 15,300 | 14,465 | |||
User accesses | 346,000 | 328,000 | |||
Notes: | |
1 | 2004 and 2005 exclude 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 taxation 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 and Form 20-F 2005 | 109 |
Eleven year consolidated financial summary |
For the year ended 31 December
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 | ||||||||||
2003 | 2002 | 2001 | 2000 | 1999 | 1998 | 1997 | 1996 | 1995 | |||||||||||
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 share1 | 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 assets2 (%) | 6.3 | (56.8 | ) | 7.8 | 78.3 | 59.1 | 48.2 | 49.0 | 60.0 | 55.2 | |||||||||
Return on equity3 (%) | 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. |
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Information for shareholders |
01 Ordinary shares
As of 7 March 2006, there were 1,351,605,175 ordinary shares outstanding, excluding 31,553,221 ordinary shares owned by certain employee share ownership trusts and 90,850,000 held in
Treasury (see Note 27 on page 89).
02 Major shareholders
The company had received notice under section 198 of the UK Companies Act 1985, as at 7 March 2006, that the following parties held notifiable interests in its shares:
Number | Number | ||||||
of shares | Percentage | of shares | |||||
held on | of issued | held on | |||||
7 March | share | 2 March | |||||
2006 | capital | 2005 | |||||
Fidelity Investments | 150,753,687 | 11.14 | % | 130,364,252 | |||
Legal & General Investment Management | 55,230,590 | 4.08 | % | 58,006,887 | |||
Merrill Lynch Investment Managers | 48,978,642 | 3.62 | % | 48,978,642 | |||
The Capital Group of Companies, Inc | 42,135,514 | 3.11 | % | | |||
Barclays PLC | n/a | n/a | 53,902,608 | ||||
The companys major shareholders do not have any different voting rights from the other ordinary shareholders. There were no significant changes in the holdings of the companys major shareholders other than Barclays PLC reduced its shareholding below the 3% threshold in April 2005 and The Capital Group of Companies, Inc became a notifiable holding in January 2006.
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 pages 119 to 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 directors of the Founders Share Company are as follows: | |||
Trustee | |||
since | |||
The Honourable Mrs Anson, 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 | ||
Dr Frene Ginwala | 2004 | ||
Pehr Gyllenhammar (Chairman) | 1997 | ||
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 Mark Wössner | 2001 | ||
Toyoo Gyohten retired as a Trustee in October 2005.
Trustees 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 and maximum age limit of 75.
Except as described above, 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.
03 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 100.
04 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
the NASDAQ Stock Market. 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 | |||||||||
2001 | 11.58 | 5.26 | 103.44 | 46.00 | |||||
2002 | 7.47 | 1.61 | 64.36 | 15.12 | |||||
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 | |||||
Quarterly market prices | |||||||||
2004 | |||||||||
First quarter | 4.29 | 2.41 | 49.15 | 25.72 | |||||
Second quarter | 4.15 | 3.33 | 45.01 | 35.38 | |||||
Third quarter | 3.56 | 2.89 | 39.40 | 31.75 | |||||
Fourth quarter | 4.09 | 3.23 | 45.30 | 34.92 | |||||
Quarterly market prices | |||||||||
2005 | |||||||||
First quarter | 4.28 | 3.64 | 49.35 | 40.83 | |||||
Second quarter | 4.26 | 3.75 | 48.65 | 41.48 | |||||
Third quarter | 4.12 | 3.59 | 43.45 | 39.03 | |||||
Fourth quarter | 4.31 | 3.52 | 44.40 | 37.33 | |||||
Monthly market prices | |||||||||
2005 | |||||||||
August | 3.93 | 3.59 | 41.80 | 39.03 | |||||
September | 3.83 | 3.60 | 42.25 | 39.24 | |||||
October | 3.82 | 3.52 | 40.54 | 37.33 | |||||
November | 4.05 | 3.63 | 41.60 | 38.41 | |||||
December | 4.31 | 4.02 | 44.40 | 41.78 | |||||
Monthly market prices | |||||||||
2006 | |||||||||
January | 4.43 | 4.17 | 47.01 | 44.12 | |||||
February | 4.61 | 3.80 | 48.44 | 39.93 | |||||
March (to 7 March) | 3.87 | 3.80 | 40.89 | 39.67 | |||||
118 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Analysis of shareholders
As of 7 March 2006, there were 1,351,605,175 Reuters ordinary shares in issue, including the shares referred to below but excluding ordinary shares held by employee share ownership trusts.
There were 27,567 shareholders on the ordinary share register analysed in the chart below.
As of the same date, 874,117 ordinary shares and 18,282,496 ADSs (representing 109,694,976 ordinary shares) were held on the record in the US. These ordinary shares and ADSs were held by 588 record holders and 2,176 record holders respectively, and represented 0.065% or evidenced ADSs respectively, representing 8.12% 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.
Note: Includes all holdings below 100,000 shares, except for private investors, whose holdings are analysed below this level.
Dividends
The table below sets forth the amounts of interim, final and total dividends (excluding any associated UK tax credit discussed on pages 122 to 123) paid in respect of each fiscal year
indicated. Pound sterling amounts per share have been translated into US cents per ADS (each representing six ordinary shares) 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 | |
2001 | 3.85 | 6.15 | 10.00 | 33.29 | 53.56 | 86.85 |
2002 | 3.85 | 6.15 | 10.00 | 36.05 | 58.46 | 94.51 |
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 | | |
The final dividend in respect of 2005 is payable on 4 May 2006 to holders of ordinary shares on the register at 17 March 2006 and on 11 May 2006 to holders of ADSs on the record at 17 March 2006 and will be converted into US dollars from sterling at the rate prevailing on 11 May 2006. | ||||||
See page 26 for a discussion of the Groups dividend policy. |
05 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.
06 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
Memorandum and Articles of Association (the Articles), the Memorandum and
Articles of Association of Reuters Founders Share Company Limited (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 Companies Act.
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 American Depositary Shares, or 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:
• | collecting information and supplying news and information services and products; |
• | acquiring and operating wireless installations, satellites and other means of communication; |
• | utilising the Groups communications capabilities to provide various financial and securities markets services; and |
• | carrying on any other business supplemental to the foregoing or capable of enhancing the Groups profitability or capitalising on the Groups expertise. |
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:
• | that Reuters shall at no time pass into the hands of any one interest, group or faction; |
• | that the integrity, independence and freedom from bias of Reuters shall at all times be fully preserved; |
• | 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; |
• | that Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and |
• | 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. |
For the purposes of the Reuters Trust Principles, the Articles define the term Reuters to mean Reuters Group PLC and every subsidiary of it from time to time supplying news services.
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 Companies Act 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 Reuters shares Restrictions on ownership Disenfranchisement and disposal 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, referred to as the Reuters Trustees, who constitute both its members and directors. The Founders Share empowers the Founders Share Company to
Reuters Group PLC Annual Report and Form 20-F 2005 | 119 |
Information for shareholders continued
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 shares Voting rights Rights conferred by 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 non-market 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 preclude 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 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. The directors to retire by rotation at the AGM include any director who is due to retire at the meeting by reason of age as prescribed in section 293 of the Companies Act, namely 70 years old. 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 the Directors Report and Corporate Governance which appear on pages 31 and 34.
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.
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.
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 Group, 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 Reuters Trustees present at the relevant Trustees 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 Reuters Trustees (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 Reuters Trustee 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
120 | Reuters Group PLC Annual Report and Form 20-F 2005 |
rights of others. The definition of interest in shares in the Articles is made by reference, with specified variations, to certain provisions of the Companies Act.
Disclosure of interests in ordinary shares The Articles provide for the disclosure of interests in Reuters ordinary shares by reference to the Companies Act 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 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 Companies Act (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.
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, 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 Companies Act 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.
At Reuters AGM to be held on 27 April 2006, a resolution will be proposed to authorise the directors to allot relevant securities, as defined in the Companies Act, including any equity securities, up to an aggregate nominal amount of £114 million until the earlier to occur of the AGM in 2007 or 27 July 2007. A resolution will also be proposed to authorise equity securities as defined in the Companies Act to be issued within this limit by way of a rights offer, or otherwise pro rata to existing shareholders, but other issues of equity securities, except for shares issued pursuant to employee share schemes, will be limited to an aggregate of £17 million in nominal value.
Subject to applicable provisions of English law, the company may purchase its ordinary shares. Currently, it has general authority to repurchase up to 143,540,000 ordinary shares. At the Reuters AGM on 27 April 2006, a resolution will be proposed to increase this authority to 207 million ordinary shares at prices ranging from 25 pence and not more than the higher of 5% above the average market value of the ordinary shares for the five business days prior to the day the purchase is made or the price stipulated by Article 5(1) of the buyback and Stabilisation Regulation, namely the higher of the price of the last independent trade and the highest current independent bid on trading venues where the purchase is carried out.
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 Companies Act, 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 Companies Act. 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).
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.
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.
Reuters Group PLC Annual Report and Form 20-F 2005 | 121 |
Information for shareholders continued
07 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.
08 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 | |||||||||
31 December | Average* | Month | High | Low | |||||
2001 | 1.44 | August 2005 | 1.81 | 1.77 | |||||
2002 | 1.51 | September 2005 | 1.84 | 1.76 | |||||
2003 | 1.64 | October 2005 | 1.78 | 1.74 | |||||
2004 | 1.84 | November 2005 | 1.78 | 1.71 | |||||
2005 | 1.83 | December 2005 | 1.77 | 1.71 | |||||
2006 (to 7 March) | 1.75 | January 2006 | 1.79 | 1.74 | |||||
February 2006 | 1.78 | 1.73 | |||||||
* | The average exchange rates have been calculated using the Noon Buying Rates on the last trading day of each calendar month during the period. |
On 7 March 2006 the Noon Buying Rate was $1.74 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 and 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 us, see Operating and financial review on page 22.
09 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 Inland Revenue 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 Inland Revenue 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
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 tax 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 such corporation is treated for the tax year in which dividends are paid
(or for the prior year), as a foreign investment company, a foreign
personal holding company, or a passive foreign investment company
(a PFIC) for US federal income tax purposes. Recently enacted legislation
repealed the foreign investment company and foreign personal holding company
provisions for tax years of the corporation beginning after 31 December 2004.
The Company does not believe that it would be treated as a foreign investment
company or a foreign personal holding company for 2004. The Company does not
believe it was a PFIC or were a PFIC for 2005. 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 federal income taxation
Upon
a sale or other disposal by a US holder of ordinary shares or ADSs, a gain
or loss may be recognised for US federal income tax purposes equal broadly
to the difference between the US dollar value of the disposal proceeds and
the US holders tax basis (determined in US dollars) in the relevant
ordinary shares or ADSs. Generally, such gain or loss will be regarded as
a capital gain or loss and, as a long-term capital gain or loss, if the US
holders holding period for such ordinary shares or ADSs exceeds one
year. Long-term capital gains of a non-corporate US holder are generally subject
to a maximum tax rate of 15%.
Any such gain or loss will generally be income or loss from sources within the US for foreign tax credit limitation purposes. The deductibility of a capital loss is subject to limitations. If the ADSs or ordinary shares are publicly traded, a
122 | Reuters Group PLC Annual Report and Form 20-F 2005 |
disposal of such ADSs or ordinary shares will be considered to occur on the trade date, regardless of the US holders method of accounting. A US holder that uses the cash method of accounting calculates the US dollar value of the disposal proceeds as of the date that the sale settles. However, a US holder that uses the accrual method of accounting is required to calculate the value of the disposal proceeds as of the trade date and, therefore, may realise a foreign currency gain or loss (unless such US holder has elected to use the settlement date to determine its disposal proceeds). In addition, a US holder that receives foreign currency upon the sale or exchange of the ADSs or ordinary shares and subsequently converts the foreign currency into US dollars, will have a foreign exchange gain or loss based on any appreciation or depreciation in the value of the foreign currency against the US dollar. Foreign exchange gain or loss will generally be US source ordinary income or loss. Deposits and withdrawals of ordinary shares by US holders in exchange for ADSs will not result in the realisation of a gain or loss for US federal income tax purposes.
Additional tax considerations
UK inheritance tax
An
individual who is domiciled in the US for the purposes of the UK/US Estate and
Gift Tax Convention (the Convention) and who is not a national of the UK for
the purposes of the Convention, will not generally be subject to UK inheritance
tax in respect of ordinary shares or ADSs on the individuals death, or on a transfer of ordinary shares or ADSs during the individuals
lifetime provided that any applicable US federal gift or estate tax is paid.
However, such an individual will be subject to UK inheritance tax if the ordinary
shares or ADSs are part of the business property of a permanent establishment
of the individual in the UK, or pertain to a fixed
base in the UK of an individual who performs independent personal services. Special
rules apply to ordinary shares or ADSs held in trust. In the exceptional case,
where the disposition is subject both to UK inheritance tax and to US federal
gift or estate tax, the Convention generally provides for any tax paid in the
UK to be credited against tax liable to be paid in the US, or for tax paid in
the US to be credited against the tax payable in the UK, based on priority rules
set out in the
Convention.
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 capital gains US
federal income taxation, the company reasonably believes that it was
not a PFIC in 2005 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 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 furnished
to the IRS.
10
Related party transaction and material contracts
Related
party transactions general
Reuters has entered into arrangements with its joint ventures and associates, and has in addition provided financial information services to, and purchased services from, many of the
companies with which it shares a common director. Except as otherwise indicated, all of these transactions are in the normal course of business on commercial terms. Related party transactions during 2005, 2004 and 2003 were principally with Radianz,
Factiva, TSI and Instinet Group, each as described below.
Only in the case of the transactions with Radianz, Factiva, 3XSQ Associates, TSI and Instinet Group were any of the amounts involved material to either party. Except as noted below, these services are ongoing and continued at historical levels to the date of this report. TSI ceased to be a related party in 2004, and Radianz and Instinet Group ceased to be related parties in 2005.
Radianz/BT
From
1 January through 29 April 2005, the date on which Radianz was sold to BT (see Network Services Agreement with, and Sale of Radianz to, BT below) and in accordance with
inter-company agreements including those described below, Radianz provided the Group with network services totalling £65 million (2004: £277 million, 2003: £304 million). During this same period in 2005, Reuters Group provided Radianz
with certain technical, field engineering, IT systems, property and human resource services for a total cost of £15 million (2004: £66 million, 2003: £82
million).
Network Services Agreement To secure the long-term availability of the Radianz network for the Group, Reuters entered into a Network Services Agreement (the Radianz NSA) with Radianz in May 2000 in connection with the formation of Radianz. Reuters generally agreed to continue to use Radianz for its network services in support of global and strategic products during the term of the agreement. Detailed provisions in respect of rates and charges were agreed between Radianz and Reuters. Radianz agreed that it would provide the network services to Reuters on terms which were no less favourable than reasonably comparable services offered to any other customer of Radianz, and Reuters agreed to spend an agreed amount with Radianz annually. The Radianz NSA was terminated and superseded by the network services agreement with BT, described below.
Purchase of Equant Stake On 21 October 2004, Reuters entered into an agreement to purchase Equants entire stake in Radianz for £60 million
Reuters Group PLC Annual Report and Form 20-F 2005 | 123 |
Information for shareholders continued
($110 million) in cash together with the release of future funding obligations. The transaction completed on 16 November 2004. The purchase agreement included standard corporate representations and warranties by each of Equant and Reuters as to itself, and was otherwise generally on customary terms and conditions for a transaction of this nature.
Network Services Agreement with, and sale of Radianz to, BT Reuters entered into a contract with BT effective 29 April 2005 under which BT became supplier of network services to Reuters. Under this network services agreement, BT will provide and manage secure data networks for Reuters products and services world wide and Reuters is currently expected to spend in the region of $3 billion through 2013. The agreement sets out the responsibilities of the parties to achieve the migration of all existing connections to BTs new IP network and contemplates completion around May 2008. The agreement sets out a mechanism where liquidated damages will be payable on a sliding scale if a party fails to achieve its migration responsibilities. The agreement contains minimum spend commitments for each year following the third year of the agreement, based on a declining percentage of the charges in the previous year, and obliges BT to meet certain quality of service levels. Reuters is entitled to service credits and, in the event of a material breach of such quality of service levels, Reuters is entitled to terminate the agreement. In addition, the agreement gives BT the opportunity to tender for any future telecommunication services. Also on 29 April 2005, Reuters sold Radianz to BT for cash consideration of $175 million (£95 million) plus any cash remaining on the balance sheet, net of working capital adjustments, at the date of completion. The purchase agreement included standard warranties and indemnities from Reuters, and was otherwise generally on customary terms and conditions for a transaction of this nature. As a result of the sale of Radianz to BT, future funding obligations from Reuters to Radianz of $44 million were novated to BT.
Factiva
For information regarding transactions with Factiva, see note 34 on pages 95 to 96.
TSI
On
3 February 2004, Reuters reduced its stake in TSI from 48.4% to 8.8%, and has
since further reduced it to less than 1%. During 2004, Reuters purchased £13 million of services from
TSI (2003: £16 million).
Licences Reuters owns the underlying intellectual property and technology that was in existence at 31 December 1996 and that is incorporated into many of TSIs products. Reuters licenses this technology to TSI. TSI owns all technology and related intellectual property rights independently developed by TSI since 1 January 1997, including enhancements and improvements to the licensed technology, which TSI itself licenses to Reuters.
Through the third quarter of 2003, Reuters had a licence, distribution and maintenance agreement with TSI pursuant to which Reuters was required to pay TSI certain minimum distribution fees related to sales of TSIs products to financial services market customers. Under this agreement, Reuters obligations with respect to the minimum distribution fees were to expire at the end of 2003, and TSI was restricted until May 2004 from selling its products and providing consulting services directly to companies in the financial services market, except in limited circumstances, if Reuters continued to pay the minimum distribution fees until that date. In October 2003, Reuters entered into a revised commercial agreement with TSI. Pursuant to the revised agreement, TSI has the right to market and sell its products to customers in the financial services market, except that TSI will not be able to market or sell risk management applications or market data systems for financial services companies or to sell to financial services customers through four specified resellers until May 2008. Reuters will continue to have the right to use TSI technology internally and embedded within its products, and TSI will provide certain fee-based support services to Reuters. The agreement provided that Reuters and TSI would work together to migrate Reuters existing customers maintenance contracts to TSI, and that Reuters rights to re-sell ended in October 2003, subject to completion of a limited number of then in progress opportunities. From October 2003 until March 2005, Reuters made quarterly payments of $5 million to TSI, subject to reduction based on TSIs direct revenues from products and support sold to financial services customers.
On 27 February 2005, Reuters and TSI entered into an amendment to the commercial agreement under which TSI granted Reuters new rights to resell a defined set of TSI software products solely in conjunction with the sale by Reuters of its market data delivery solutions in return for Reuters paying TSI licence fees in minimum annual amount of $11 million. The reseller rights
had an initial term of one year which Reuters was entitled to elect to extend for two further one-year terms. Reuters did not extend the reseller rights, and so no longer has any minimum payment obligations to TSI. The amendment also extended the time during which Reuters has the right to use TSI technology internally and embedded within its products by one year, to 31 December 2012.
Repurchase by TSI At the same time as the licence agreement revision in October 2003, Reuters and TSI entered into an agreement pursuant to which TSI agreed to register sales by Reuters of its TSI shares under US securities laws, and to repurchase up to $115 million of its shares from Reuters upon Reuters completing a single public offering of at least $100 million of TSI shares. In February 2004, Reuters completed a registered public offering of 69 million TSI shares for $473 million (£261 million), and TSI repurchased an additional 17 million shares for $115 million, resulting in aggregate net proceeds to Reuters, after underwriting and transaction fees, of approximately $563 million (£310 million).
Instinet Group
Sale of BTC On
31 March 2005, Reuters entered into an agreement to sell BTC to Instinet Group
for $22 million in
Instinet Group stock, subject to adjustment for working capital and net capital. The transaction completed 31 March 2005, and Reuters received 3,751,527 shares of Instinet common stock, plus a subsequent 74,258 shares in respect of a post-closing
purchase price adjustment, in each case valued based on the average daily closing prices over the ten trading days ending on the second trading day prior to the date of determination for the payment. Pursuant to the agreement, until 31 December 2005
BTC continued to have exclusive rights to allow its existing clients to pay for Reuters Station through soft dollar credits
generated by trading activity. In addition, Reuters agreed for a period of one
year not to operate a US broker dealer which allows its customers to pay for
Reuters Station on a soft dollar basis, and not to solicit BTC employees, in
each case subject to certain exceptions. The agreement otherwise included representations
and warranties, covenants and other
terms customary for a transaction of this nature. Following the sale, Reuters
continued to provide certain transitional services to BTC, including a lease
arrangement for space currently occupied by BTC, various administrative, technology
and other support services, and a royalty-free licence to the BTC trademark.
Other than the licence, such arrangements include fees generally based on allocated
or attributable costs.
Sale of Instinet Group to NASDAQ On 22 April 2005, Instinet Group and NASDAQ entered into a definitive agreement for NASDAQ to acquire Instinet Group for approximately $1.88 billion in cash. In connection with the transaction, Reuters entered into an agreement with NASDAQ agreeing to vote its 62% interest in Instinet Group in favour of the acquisition, subject to certain conditions and exceptions. The acquisition was completed on 8 December 2005, and Reuters received approximately $1.13 billion (including the dividend from the sale of LJR described below).
Sale of Instinet Institutional Brokerage to Silver Lake Partners At the same time as it agreed to acquire Instinet Group, NASDAQ agreed to subsequently sell Instinet, the institutional brokerage business, to Silver Lake Partners. As a condition to NASDAQ agreeing to acquire Instinet Group, Reuters agreed to consent to the assignment of certain of its agreements relating to the Instinet brokerage business and waive its termination rights under certain of its agreements relating to the Instinet business which resulted from the sale of Instinet Group, while certain other agreements were agreed to be terminated or extended. In addition, subject to certain conditions, Reuters agreed to provide certain transition services to the Instinet brokerage business. Reuters also agreed to indemnify the Instinet brokerage business against certain UK pension liabilities that may arise in connection with Instinet employees participation in one of Reuters UK pension funds.
Sale of LJR to The Bank of New York At the same time as it entered into the agreement to be acquired by NASDAQ, Instinet Group also agreed to sell its LJR subsidiary to The Bank of New York. The sale was completed on 30 June 2005, and the net proceeds of the transaction were distributed as a dividend to Instinet Groups stockholders and deducted from the NASDAQ purchase price. As a condition to the transactions, Reuters agreed to assume indemnity obligations of Instinet Group in the sale agreement for certain pre-closing liabilities, breaches of representations and warranties, and certain taxes, effective only upon completion of the sale of Instinet Group and subject to certain limitations. Instinet Group agreed to obtain, and has obtained, an insurance policy in respect of certain of these liabilities, of which Reuters is a beneficiary.
124 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Intercompany Agreements During the time that Reuters owned a majority stake in Instinet Group, Reuters and Instinet Group were party to numerous agreements and arrangements, including those described above and below, under which they provided each other with various products, services, licences and other transactions.
Reuters Order Routing Under agreements between Reuters and Instinet Group, Instinet Group customers gained the ability to submit orders to Instinet Group and to receive indications of interest from Instinet Group over the Reuters Order Routing network without charge to Instinet Group.
NewportSM Under an agreement with Instinet Group, Reuters had the exclusive right to provide the real-time market data for Instinet Groups NewportSM (patent pending) program trading application.
Market data Reuters had been entitled to redistribute certain proprietary equity securities data from Instinet Group under two data distribution agreements. Under a data distribution agreement entered into at the time of the Instinet initial public offering (IPO) in May 2001, Reuters had the limited right to be the exclusive data vendor distributing some of Instinet Groups proprietary equity securities data; however, this agreement terminated on 17 May 2004. Under a separate agreement originally entered into with Island ECN (which was acquired by Instinet Group in September 2002), Reuters has the right to redistribute a broader set of proprietary equity securities data from Instinet Group. This agreement continued in effect notwithstanding the termination of the exclusive arrangement described above and Reuters was not required to make payments in connection with any such redistribution.
Customer agreement Instinet Group received certain Reuters information services and related hardware, software and support on terms similar to those given to Reuters independent third-party customers, and had the right to redistribute certain Reuters information both internally and to its customers.
Preferred soft-dollar arrangement This agreement established a preferred commercial and soft-dollar arrangement for certain Instinet Group customers that purchase Reuters products and services. It provided that Reuters would compensate Instinet Groups sales personnel for new sales of Reuters products and services, and Instinet Group would pay Reuters an annual fee for various administrative and marketing services related to training of Instinet Groups personnel.
Commission sharing agreement Before the purchase of BTC by Instinet Group, Instinet Group had agreed to open accounts for some institutional clients that BTC introduced to Instinet Group, and to rebate BTC portions of the commissions these customers paid at a commercially reasonable rate.
Triad Reuters gave Instinet Group the ability to deliver indications of interest and advertised trades to its customers and potential customers through Reuters Triad network. Instinet Group paid standard commercial rates for indications of interest and advertised trades it delivered through Triad.
Data Center Hosting Agreement Reuters provided certain data centre hosting services to Instinet Global Services Limited at two sites in London: Docklands and Great Sutton Street.
3 Times Square Sublease Instinet Group is subject to an agreement with Reuters to sublease office space at 3 Times Square in New York City. In connection with the purchase of Instinet Group by NASDAQ, the sublease was assigned to Instinet, the institutional brokerage business sold by NASDAQ to Silver Lake Partners (with Instinet Group also remaining obligated under the sublease), and the space sublet was reduced from 360,392 rentable square feet to 284,537 rentable square feet. In addition, Instinet Group agreed to terminate the rights to utilize, and receive 50% of the revenues from, the buildings signage. In connection with these and related changes to the sublease, Instinet Group paid Reuters $3.5 million. The remaining sublease term is until 2021, with a one-time right of termination in 2011 as to 68,264 rentable square feet of the space. Instinet Group is required to post a letter of credit for $49 million, based on its pro rata portion of the 3 Times Square space leased by Reuters, to secure its obligations under the sublease.
3XSQ
Associates
For information
regarding transactions with 3XSQ Associates, see note 34 on page 95 to 96.
Other
material contracts
Savvis
Network Services Agreement In
connection with the Bridge acquisition in 2001, Reuters entered into a five-year
network services agreement with Savvis, Bridges network service provider,
under which Savvis agreed to provide internet protocol network services, internet
access and co-location services necessary to continue network services for the
Bridge business and customers Reuters was acquiring. The agreement contained
minimum spend commitments for each year and obliged Savvis to meet certain quality
of service levels. The agreement was amended on a number of occasions to reflect
the on going business relationship between the parties, culminating in a termination
of the original agreement and the execution of new agreement between the parties
on 19 May 2005. The new agreement, which has a three-year term, contains no
minimum revenue commitments, but continues to oblige Savvis to meet newly defined
quality of service levels which are designed to more accurately reflect the
services which are and will be provided by Savvis. Reuters is entitled to service
credits and, in the event of a material breach of such quality of service levels,
Reuters is entitled to terminate the agreement.
In addition, on 3 June 2005, in connection with the acquisition of the Telerate business, Reuters acquired Telerates agreement with Savvis for the provision of internet protocol network services, internet access and co-location services to support the acquired Telerate business. This agreement, which expires 1 October 2009 and is an exclusive arrangement for the Telerate business so long as Savvis remains in material compliance with its obligations, contains minimum annual spend commitments ending 1 November 2006, including a $20 million spend commitment by Reuters for the one-year period ending 1 November 2006. If Savvis does not meet certain quality of service levels, Reuters is entitled to service credits and, in the event of a material breach of such levels, to terminate the agreement.
Telerate Acquisition Agreement On 20 December 2004, Reuters entered into an agreement to acquire substantially all of the business of Telerate. The total purchase price for Telerate was $145 million (£79 million) in cash and Reuters 14% holding in Savvis. The cash purchase price comprised a $100 million initial purchase price, a $21 million working capital adjustment and a $24 million increase for pre-close actions by Telerate which reduced Reuters anticipated restructuring costs. At the signing of the agreement, Reuters provided an interim funding payment of $34 million (£18 million) in funding to Telerate, which, together with interest, was repaid on the closing date of 3 June 2005. In addition, at the closing Reuters received a payment of $22 million (£12 million) in satisfaction of all outstanding invoicing and payment disputes under a Transitional Services Agreement (TSA) between the parties under which each had provided the other certain software and/or services for a transitional period following their respective acquisitions of the inter-connected Bridge and Telerate businesses out of bankruptcy in late 2001. The payment consisted of $10 million (£5 million) paid by Telerate and $12 million (£7 million) released from an escrow which had been established for payments of disputed amounts by the parties during the term of the TSA.
The Telerate Acquisition Agreement was generally on customary terms including representations, warranties, covenants, conditions and indemnities by each of the parties. A portion of the purchase price, consisting of $30 million cash and $15 million worth of Savvis stock valued at the closing, was put into escrow for two years to serve, in general, as the sole source of funding for any post-closing claims by Reuters.
Financing arrangement For a discussion of other material contracts, see Treasury Policies on pages 20 to 22.
11
Capital investments, expenditure and divestments
During
the last three years Reuters has made a number of acquisitions and invested
in new businesses. Reuters also completed its divestment of Radianz and Instinet
Group during 2005. The principal acquisitions, investments and disposals (none
of which exceeded £50 million, save where otherwise stated) were:
Reuters Group PLC Annual Report and Form 20-F 2005 | 125 |
Information for shareholders continued
Acquisitions
2005
Telerate,
a leading financial information provider in the fixed income sector, 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, in June 2005.
Image Group Limited (trading as Action Images), a media company in the sports pictures market, in September 2005.
EcoWin AB, a data provider specialising in global and macroeconomic data, in November 2005.
Tremont Capital Managements TASS research hedge fund database and the Hedgeworld Group in March 2005.
In April 2005, Reuters announced that it would launch a new Indian TV News Channel, TIMES NOW, in association with the Times of India. It was agreed that Reuters would take a 26% interest in the new company, the Times Global Broadcasting Company Limited, subject to receiving regulatory approval during 2006.
In June 2005, Reuters and NASDAQ announced the formation of a new joint venture, Independent Research Network Inc. The new company will 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 and investments in joint ventures and associates was £145 million during 2005.
2004
Fitzrovia
International plc, a leading investment fund research company, was acquired
in October 2004 by Lipper Limited, a wholly owned subsidiary of Reuters.
Radianz, in which Reuters acquired the 49% voting interest it did not already own, was acquired from Equant in November 2004 for £60 million.
Total capital expenditure for acquisitions, investments in joint ventures and associates and other investments during 2004 was £80 million.
2003
Multex.com
Inc., a leading provider of investment research, was acquired in March 2003
for £158 million.
Divestments
2005
Reuters disposed
or closed a total of five units for consideration of £910 million, net
of transaction fees. The principal disposals or closures were:
Instinet Group, in which Reuters had a stake of 62%, for £612 million in December 2005. Prior to the sale Instinet acquired Reuters 100% stake in BTC, a soft dollar execution broker, for approximately 3.8 million shares of Instinet Group stock, valued at £12m. Instinet 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, in which Reuters had a 100% stake 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 held a 33% stake, was sold in November 2005.
2004
Reuters disposed
of or closed a total of 12 units in 2004 for consideration totalling £474
million. The principal disposals or closures in 2004 were:
TSI, in which Reuters reduced its stake from 48.4% to 8.8% in February 2004 through completion of a public offering of 69 million TSI shares and sale of an additional 17 million shares back to TSI for aggregate net proceeds of approximately £310 million.
GL TRADE, a financial software company in which Reuters held a 34.2% shareholding, was divested in June 2004 for a consideration of £59 million.
ORT SAS, a wholly-owned credit rating subsidiary of Reuters, was sold in June 2004 for a total consideration of £29 million.
TowerGroup, a financial services research company in which Reuters held a 98% holding, was sold in February 2004.
Yankee, a wholly-owned telecommunications research company, was sold in May 2004.
Riskmetrics, a company specialising in portfolio credit risk evaluation, in which Reuters held a 24% stake, was divested in January and June 2004.
Reuters remaining Greenhouse Fund investment portfolio was sold in June 2004 to a company established by RVC, the independent fund management company created by former Reuters employees in 2001 to manage the Greenhouse Fund.
2003
Reuters disposed
of or closed a total of 17 units in 2003 for consideration totalling £41
million. The principal disposals in 2003 were:
Synetix Solutions Limited, a joint venture focusing on data management solutions, sold in January 2003.
Wall Street on Demand, a wholly-owned subsidiary providing research, acquired as part of the acquisition of Bridge, sold in March 2003.
Informa SA, a provider of on-line credit and financial information, in which Reuters held a 40% shareholding, sold in September 2003.
Datamonitor plc, a research company specialising in industry analysis in which Reuters held a 20.5% ordinary shareholding, sold on a piecemeal basis between July 2003 and November 2003.
The Thai Apex services business, a domestic equities information service in Thailand, sold into a new joint venture formed by Reuters and Systex Corporation in December 2003.
Agence de Presse Médicale International SAS, a health information provider in France, a wholly-owned subsidiary, sold in December 2003.
12
Property, plant and equipment
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.
The Groups principal facilities were relocated to a newly refurbished building located at The Reuters Building, South Colonnade in the Canary Wharf area of London during mid-2005. In September 2003, Reuters announced arrangements to consolidate its London-based operations to Canary Wharf during 2005. Under the agreement signed with the ownership of Canary Wharf, Reuters entered into a 281,000 sq. ft. office lease and transferred approximately 340,000 sq. ft. of redundant offices, including 85 Fleet Street, to Canary Wharf Group for cash consideration of approximately £30 million. Reuters other significant sites include:
• | the US headquarters at 3 Times Square in New York City (692,000 rentable sq. ft.), of which 288,000 rentable sq. ft. are sub-let; |
• | the technical centres in London (324,000 sq. ft.), Hazelwood, Missouri (109,000 sq. ft.), Geneva (144,000 sq.ft.), which also includes the regional office for EMEA, Singapore (180,000 sq. ft.), which also includes the regional office for Asia, and Hauppauge, New York (50,000 sq. ft.); and |
126 | Reuters Group PLC Annual Report and Form 20-F 2005 |
• | the four corporate office buildings located in St. Louis County, Missouri (aggregate of 211,000 sq. ft.). |
Reuters owns the land on which its London and Hauppauge technical centres are situated, whereas its buildings in Geneva and Singapore were built on leased land. The leases, including periods covered by options to extend, expires in 2095 and 2050, respectively.
The Reuters Building at 3 Times Square is owned, and was developed, by 3XSQ Associates, which is owned by Reuters and Rudins Times Square Associates LLC. In May 2001, Reuters commenced its lease of 692,000 sq. ft. from the venture, of which 288,000 sq. ft. is subleased to Instinet Group, which in turn has subleased approximately 180,000 sq. ft. to third parties. The principal part of Reuters lease will expire in 2021. See 3XSQ Associates sublease on page 96 for further information.
In 2003, the major technical centre building in Hazelwood, Missouri was acquired from Savvis for a total consideration of £24 million. Reuters subsequently entered into a sale and leaseback for the facility, receiving £23 million under a 20 year arrangement.
During 2004, Reuters extended its facilities in Bangkok to 100,000 sq. ft.
Reuters has two office buildings in Bangalore which are leased and provide a total of approximately 138, 000 sq. ft. The leases on these facilities, including periods covered by options to extend, expire in 2009. In January 2006 Reuters signed a lease for an additional facility in bangalore, providing 59,000 sq. ft. and an option to expand by a further 15,000 sq. ft., which expects to occupy in April 2006. The lease on this facility expires in 2011.
Reuters facilities in Bangkok which are leased provide a total of 120,500 sq. ft. The lease for this property, including the period covered by an option to extend, expires in 2010.
13
Legal proceedings
Except
as described above in note 35 on page 97, 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. A description
of certain legal proceedings relating to Instinet Group was included in the
2004 annual report and Form 20-F but is not included in this annual report in
light of Instinet Groups acquisition by NASDAQ in December 2005.
Reuters Group PLC Annual Report and Form 20-F 2005 | 127 |
Cross-reference guide to Form 20-F |
Item | Description | Page |
1 | Identity of directors, senior management and advisers | n/a |
2 | Offer statistics and expected timetable | n/a |
3 | Key information | |
Selected financial data | 5-6 | |
Exchange rates | 122 | |
Capitalisation and indebtedness | n/a | |
Reasons for offer and use of proceeds | n/a | |
Risk factors | 24-25 | |
4 | Information on the company | |
History and development of the company | 7-13, 119, 125-126, 130 | |
Business overview | 7-12, 16-20, 58-59, 66 | |
Organisational structure | 16-20, 100 | |
Property, plant and equipment | 126-127 | |
4A | Unresolved staff comments | n/a |
5 | Operating and financial review and prospects | |
Operating results | 7-30 | |
Liquidity and capital resources | 20-22 | |
Research and development, patents and licenses etc | 60 | |
Trend information | 2, 13-20 | |
Off-balance sheet arrangements | 24 | |
Tabular disclosure of contracted obligations | 21 | |
6 | Directors, senior management and employees | |
Directors and senior management | 32-33 | |
Compensation | 39-48 | |
Board practices | 31, 34-37, 39, 43 | |
Employees | 10-11, 64 | |
Share ownership | 40-42, 46-48, 93-95 | |
7 | Major shareholders and related party transactions | |
Major shareholders | 118-119 | |
Related party transactions | 95-96, 123-125 | |
Interests of experts and counsel | n/a | |
8 | Financial information | |
Consolidated accounts and other financial information | See Item 17 | |
Litigation | 97, 127 | |
Dividend policy | 26, 119 | |
Significant changes | 100 | |
9 | The offer and listing | |
Offer and listing details price history of shares | 118 | |
Plan of distribution | n/a | |
Markets | 118 | |
Selling shareholders | n/a | |
Dilution | n/a | |
Expenses of the issue | n/a | |
10 | Additional information | |
Share capital | n/a | |
Memorandum and articles of association | 39-40, 119-121 | |
Material contracts | 123-125 | |
Exchange controls | 122 | |
Taxation | 122-123 | |
Dividends and paying agents | n/a | |
Statement by experts | n/a | |
Documents on display | 130 | |
Subsidiary information | n/a | |
11 | Quantitative and qualitative disclosures about market risk | 20, 22, 73-81 |
12 | Description of securities other than equity securities | n/a |
13 | Defaults, dividend arrearages and delinquencies | n/a |
14 | Material modifications to the rights of security holders and use of proceeds | n/a |
15 | Controls and procedures | 37-38 |
128 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Item | Description | Page |
16A | Audit committee financial expert | 36 |
16B | Code of ethics | 36 |
16C | Principal accountant fees and services | 36, 60 |
16D | Exemptions from the listing standards for audit committees | n/a |
16E | Purchases of equity securities by the issuer and affiliated purchasers | 89 |
17 | Financial statements | |
Report of the auditors | 49 | |
Consolidated income statement for each of the two years in the period ended 31 December 2005 | 50 | |
Consolidated statement of recognised income and expense for the two years in the period ended 31 December 2005 | 50 | |
Consolidated balance sheet at 31 December 2005 and 2004 | 51 | |
Consolidated cash flow statement for each of the two years in the period ended 31 December 2005 | 52 | |
Accounting policies | 52-57 | |
Notes to the financial statements | 58-103 | |
Summary of differences between IFRS (as adopted by the EU) and US GAAP and related notes | 104-108 | |
18 | Financial statements | n/a` |
Reuters Group PLC Annual Report and Form 20-F 2005 | 129 |
Glossary |
Term used in annual report | US equivalent or brief description |
Allotted | Issued |
Associates | Affiliates accounted for under the equity method |
Business segment | Industry segment |
Called up share capital | Ordinary shares, issued and fully paid |
Capital allowances | Tax term equivalent to US tax depreciation allowances |
Combined Code | A set of corporate governance principles and detailed codes of practice |
Destination (of revenue) | The geographical area from which goods or services are supplied |
Finance income | Interest income |
Freehold | Ownership with absolute rights in perpetuity |
Origin (of revenue) | The geographical area from which goods or services are supplied to a third party or another geographical area |
Profit | Income |
Profit for the year attributable to the equity holders of the parent | Net income |
Share capital | Ordinary shares, capital stock or common stock issued and fully paid |
Shares in issue | Shares outstanding |
Share premium | Additional paid-in capital or paid-in surplus (not distributable) |
Trade payables | Accounts payable |
Trade receivables | Accounts receivable |
130 | Reuters Group PLC Annual Report and Form 20-F 2005 |
Financial diary for 2006 |
Wednesday 26 April
First quarter trading statement issued
Thursday 27 April
Annual General Meeting
Time: 11:30 am
Venue: The Reuters Building,
South Colonnade, Canary Wharf,
London E14 5EP
Thursday 4 May
Final dividend for 2005 payable to
ordinary shareholders on the register
as at 17 March 2006
Thursday 11 May
Final dividend payable to ADS holders on the record as at 17 March 2006
Wednesday 26 July
Interim 2006 results announced
Wednesday 2 August
Ordinary shares go ex-dividend
Wednesday 2 August
ADSs go ex-dividend
Wednesday 30 August
Interim dividend for 2006 payable to
ordinary shareholders on the register
as at 4 August 2006
Wednesday 6 September
Interim dividend payable to ADS holders on
the record as at 4 August 2006
Thursday 18 October
Third quarter trading statement issued
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Reuters Group PLC Annual Report and Form 20-F 2005 | 131 |
Notes |
132 | Reuters Group PLC Annual Report and Form 20-F 2005 |
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Item 19 Exhibits
Exhibit Index
1.1** Memorandum and Articles of Association of Reuters Group PLC
2.1 Deposit Agreement, dated 18 February 1998 among Reuters Group PLC, Deutsche Bank Trust Company Americas (in substitution for Morgan Guaranty Trust Company of New York), as depositary, and all holders from time to time of American Depositary Receipts issued thereunder (incorporated by reference to Exhibit 2.2 to the Annual Report on Form 20-F filed by Reuters Group PLC with respect to the fiscal year ended 31 December 1997), as supplemented by the Supplemental Agreement to Deposit Agreement, dated as of 16 December 2005 (incorporated by reference to Exhibit (a)(2) to the Registration Statement on Form F-6 filed by Reuters Group PLC on December 9, 2005)
4.5* Deed of Covenant dated 11 October 2002 made by Reuters Group PLC relating to the £1,500,000,000 Euro-commercial Paper Programme
4.5.1* Amended and Restated Note Agency Agreement dated 11 October 2002 among Reuters Group PLC (as Issuer), Citibank, N.A. (as Issue Agent and Principal Paying Agent) and Dexia Banque Internationale a Luxembourg S.A. (as Paying Agent)
4.5.2* Dealer Agreement dated 11 October 2002 among Reuters Group PLC (as Issuer), Citibank International plc (as Arranger) and the various Dealers named therein
4.6* Amended and Restated Programme Agreement dated 7 November 2003 among Reuters Group PLC (as Issuer and Guarantor), Reuters Finance PLC (as Issuer) and the various Initial Dealers named therein relating to the November 2003 update of the £1,000,000,000 Euro Medium Term Note Programme
4.6.1* Amended and Restated Trust Deed dated 7 November 2003 between Reuters Group PLC (as Issuer and Guarantor), Reuters Finance PLC (as Issuer) and Citicorp Trustee Company Limited (as Trustee)
4.6.2* Amended and Restated Agency Agreement dated 7 November 2003 between Reuters Group PLC (as Issuer and Guarantor), Reuters Finance PLC (as Issuer), Citibank NA (as Agent), Citibank AG and BNP Paribas Luxembourg (as Paying Agents) and Citicorp Trustee Company Limited (as Trustee)
4.6.3* Pricing Supplement dated 17 November 2003 relating to the issue by Reuters Finance PLC of €500,000,000 4.625% Guaranteed Notes due 19 November 2010 under the £1,000,000,000 Euro Medium Term Note Programme
4.6.4* Form of Permanent Global Note in respect of the issue by Reuters Finance PLC of €500,000,000 4.625% Guaranteed Notes due 19 November 2010 under the £1,000,000,000 Euro Medium Term Note Programme
4.6.5* Pricing Supplement dated 24 March 1999 relating to the issue by Reuters Group PLC of £200,000,000 5.375% Notes due 26 November 2004 under the £1,000,000,000 Euro Medium Term Note Programme
4.6.6* Permanent Global Note dated 24 March 1999 relating to the issue by Reuters Group PLC of £200,000,000 5.375% Notes due 26 November 2004 under the £1,000,000,000 Euro Medium Term Note Programme
4.7* Syndicated Credit Facility Agreement, dated 25 April 2003, among Reuters Group PLC, HSBC Bank plc and J.P. Morgan plc, as arrangers, the financial institutions listed therein and HSBC Investment Bank Plc, as agent
4.8** Acquisition Agreement dated 21 October 2004 among Equant Proton Holdings Limited, Equant N.V., Equant Inc., and Reuters Limited
4.10.1* Service Agreement of Thomas H. Glocer with Reuters Group PLC dated 10 February 2004
4.10.2* Service Agreement of David Grigson with Reuters Group PLC dated 21 June 2001, as amended 3 March 2004
4.10.3* Service Agreement of Devin Wenig with Reuters Group PLC dated 3 March 2004
4.10.4* Service Agreement of Devin Wenig with Reuters America LLC dated 3 March 2004
4.10.5* Engagement Letter of Niall FitzGerald with Reuters Group PLC dated 2 March 2004
4.10.6 Non-Executive Chairman Compensation Letter between Instinet Group Incorporated and Ian Strachan, dated January 1, 2003 (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed by Instinet Group on 28 March 2002)
4.11 Rules of The Reuters Group PLC Long-Term Incentive Plan 1997
4.12* Rules of the Reuters Group PLC Discretionary Stock Option Plan, as amended
4.13** Stock and Asset Purchase Agreement dated as of 20 December 2004 by and among Reuters Limited, Reuters S.A, Moneyline Telerate Holdings, Inc., the subsidaries of Moneyline Telerate Holdings named therein and One Equity Partners LLC (portions of this exhibit have been omitted pursuant to a request for confidential treatment)
8.1 List of Subsidiaries See Note 39 of the Notes to the Consolidated Financial Statements of Reuters Group PLC contained in the Annual Report
12.1 Certification of Thomas H. Glocer filed pursuant to 17 CFR 240.13a-14(a)
12.2 Certification of David J. Grigson filed pursuant to 17 CFR 240.13a-14(a)
13.1 Certification of Thomas H. Glocer furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.§1350
13.2 Certification of David J. Grigson furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.§1350
* Incorporated by reference to the identically numbered exhibit to the Annual Report on Form 20-F filed on 16 March 2004 by Reuters Group PLC with respect to the fiscal year ended 31 December 2003.
** Incorporated by reference to the identically numbered exhibit to the Annual Report on Form 20-F filed on 9 March 2005 by Reuters Group PLC with respect to the fiscal year ended 31 December 2004.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign the annual report on its behalf.
REUTERS GROUP PLC
(Registrant)
Date: 17 March 2006
By: /s/ David Grigson | |
David Grigson, | |
Chief Financial Officer |
Exhibit Index
1.1** Memorandum and Articles of Association of Reuters Group PLC
2.1 Deposit Agreement, dated 18 February 1998 among Reuters Group PLC, Deutsche Bank Trust Company Americas (in substitution for Morgan Guaranty Trust Company of New York), as depositary, and all holders from time to time of American Depositary Receipts issued thereunder (incorporated by reference to Exhibit 2.2 to the Annual Report on Form 20-F filed by Reuters Group PLC with respect to the fiscal year ended 31 December 1997), as supplemented by the Supplemental Agreement to Deposit Agreement, dated as of 16 December 2005 (incorporated by reference to Exhibit (a)(2) to the Registration Statement on Form F-6 filed by Reuters Group PLC on December 9, 2005)
4.5* Deed of Covenant dated 11 October 2002 made by Reuters Group PLC relating to the £1,500,000,000 Euro-commercial Paper Programme
4.5.1* Amended and Restated Note Agency Agreement dated 11 October 2002 among Reuters Group PLC (as Issuer), Citibank, N.A. (as Issue Agent and Principal Paying Agent) and Dexia Banque Internationale a Luxembourg S.A. (as Paying Agent)
4.5.2* Dealer Agreement dated 11 October 2002 among Reuters Group PLC (as Issuer), Citibank International plc (as Arranger) and the various Dealers named therein
4.6* Amended and Restated Programme Agreement dated 7 November 2003 among Reuters Group PLC (as Issuer and Guarantor), Reuters Finance PLC (as Issuer) and the various Initial Dealers named therein relating to the November 2003 update of the £1,000,000,000 Euro Medium Term Note Programme
4.6.1* Amended and Restated Trust Deed dated 7 November 2003 between Reuters Group PLC (as Issuer and Guarantor), Reuters Finance PLC (as Issuer) and Citicorp Trustee Company Limited (as Trustee)
4.6.2* Amended and Restated Agency Agreement dated 7 November 2003 between Reuters Group PLC (as Issuer and Guarantor), Reuters Finance PLC (as Issuer), Citibank NA (as Agent), Citibank AG and BNP Paribas Luxembourg (as Paying Agents) and Citicorp Trustee Company Limited (as Trustee)
4.6.3* Pricing Supplement dated 17 November 2003 relating to the issue by Reuters Finance PLC of €500,000,000 4.625% Guaranteed Notes due 19 November 2010 under the £1,000,000,000 Euro Medium Term Note Programme
4.6.4* Form of Permanent Global Note in respect of the issue by Reuters Finance PLC of €500,000,000 4.625% Guaranteed Notes due 19 November 2010 under the £1,000,000,000 Euro Medium Term Note Programme
4.6.5* Pricing Supplement dated 24 March 1999 relating to the issue by Reuters Group PLC of £200,000,000 5.375% Notes due 26 November 2004 under the £1,000,000,000 Euro Medium Term Note Programme
4.6.6* Permanent Global Note dated 24 March 1999 relating to the issue by Reuters Group PLC of £200,000,000 5.375% Notes due 26 November 2004 under the £1,000,000,000 Euro Medium Term Note Programme
4.7* Syndicated Credit Facility Agreement, dated 25 April 2003, among Reuters Group PLC, HSBC Bank plc and J.P. Morgan plc, as arrangers, the financial institutions listed therein and HSBC Investment Bank Plc, as agent
4.8** Acquisition Agreement dated 21 October 2004 among Equant Proton Holdings Limited, Equant N.V., Equant Inc., and Reuters Limited
4.10.1* Service Agreement of Thomas H. Glocer with Reuters Group PLC dated 10 February 2004
4.10.2* Service Agreement of David Grigson with Reuters Group PLC dated 21 June 2001, as amended 3 March 2004
4.10.3* Service Agreement of Devin Wenig with Reuters Group PLC dated 3 March 2004
4.10.4* Service Agreement of Devin Wenig with Reuters America LLC dated 3 March 2004
4.10.5* Engagement Letter of Niall FitzGerald with Reuters Group PLC dated 2 March 2004
4.10.6 Non-Executive Chairman Compensation Letter between Instinet Group Incorporated and Ian Strachan, dated January 1, 2003 (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed by Instinet Group on 28 March 2002)
4.11 Rules of The Reuters Group PLC Long-Term Incentive Plan 1997
4.12* Rules of the Reuters Group PLC Discretionary Stock Option Plan, as amended
4.13** Stock and Asset Purchase Agreement dated as of 20 December 2004 by and among Reuters Limited, Reuters S.A, Moneyline Telerate Holdings, Inc., the subsidaries of Moneyline Telerate Holdings named therein and One Equity Partners LLC (portions of this exhibit have been omitted pursuant to a request for confidential treatment)
8.1 List of Subsidiaries See Note 39 of the Notes to the Consolidated Financial Statements of Reuters Group PLC contained in the Annual Report
12.1 Certification of Thomas H. Glocer filed pursuant to 17 CFR 240.13a-14(a)
12.2 Certification of David J. Grigson filed pursuant to 17 CFR 240.13a-14(a)
13.1 Certification of Thomas H. Glocer furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.§1350
13.2 Certification of David J. Grigson furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.§1350
* Incorporated by reference to the identically numbered exhibit to the Annual Report on Form 20-F filed on 16 March 2004 by Reuters Group PLC with respect to the fiscal year ended 31 December 2003.
** Incorporated by reference to the identically numbered exhibit to the Annual Report on Form 20-F filed on 9 March 2005 by Reuters Group PLC with respect to the fiscal year ended 31 December 2004.
Exhibit 4.1
*Portions marked with asterisks have been omitted pursuant to a request for confidential treatment, and have been filed separately in connection with such request.
CONFORMED COPY
Dated 9 March 2005
REUTERS LIMITED
and
BRITISH TELECOMMUNICATIONS PLC
NETWORK SERVICES AGREEMENT
for the provision of telecommunications and related services
Table of Contents
i
Schedule 2 Part 1A | Existing Services | ||
Schedule 2 Part 1B | New Services | ||
Schedule 2 Part 1C | Service Management | ||
Schedule 2 Part 1 D | Security Management |
ii
* Text has been redacted for confidentiality
Schedule 2 Part 1E | Disaster Recovery | |
Schedule 2 Part 2 | [Not Used] | |
Schedule 2 Part 3A | Nash Services | |
Schedule 2 Part 3B | Satellite Services | |
Schedule 3 | Reuters Services | |
Schedule 4 | Migration Milestones | |
Schedule 5 Part 1 | Existing Service - Service Levels & Service Credits | |
Schedule 5 Part 2 | New Service - Service Levels & Service Credits | |
Schedule 6 | Service Charges | |
Schedule 7 | [Not Used] | |
Schedule 8 | [Not Used] | |
Schedule 9 | Migration Dependencies | |
Schedule 10 | [Not Used] | |
Schedule 11 | Relationship Management | |
Schedule 12 | Contract Management | |
Schedule 13 | Employees | |
Schedule 14 | Novation Agreement | |
Schedule 15 | Exit Provisions |
iii
This Agreement is made on 9 day of March 2005 between:
(1) | REUTERS LIMITED, a company incorporated in England (registered number 145516) whose registered office is at 85 Fleet Street, London EC4P 4AJ (Reuters); and |
(2) | BRITISH TELECOMMUNICATIONS PLC, a company incorporated in England (registered number 01800000) whose registered office is at 81 Newgate Street, London, EC1A 7AJ (BT). |
It is agreed:
Recitals:
(A) | Reuters carries on the business of a provider of data, news and other services to the financial services sector and others throughout the world. |
(B) | The Radianz Group has provided telecommunications and other services to the Reuters Group under the Previous NSA and other arrangements between such parties. Pursuant to the Share Purchase Agreement, BT has acquired the entire share capital of Radianz. |
(C) | In providing Services to Reuters, Radianz does, and will continue to, depend on provision of services to it by Equant under the terms of the Equant PSA. The terms of the Equant PSA were recently revised. |
(D) | Radianz and Reuters have terminated the Previous NSA and BT has agreed to supply or procure the supply of the Existing Services to Reuters and other members of the Reuters Group with the help of Radianz and Equant (under the Equant PSA) until migration from the provision of the Existing Services to the provision of the New Services on the terms of this Agreement. |
(E) | BT has agreed to migrate the provision of the Existing Services from the existing network to an MPLS based network or other IP network(s), in accordance with the Migration Plan, and thereafter to provide the New Services, in each case on the terms of this Agreement. |
(F) | Pursuant to the terms of this Agreement, Reuters has agreed to provide to BT and other members of the BT Group certain Reuters Services for the period until the Migration Date to enable the BT Group to supply the Services to the Reuters Group and other services to third parties. BT has agreed to pay, or procure the payment, for the Reuters Services and Reuters has agreed to pay, or procure the payment, for the Services on the terms of this Agreement. |
1 | Definitions |
Capitalised terms shall have the meanings given to them in Schedule 1 (Definitions) and Clause 2 (Interpretation). | |
2 | Interpretation |
2.1 | Contents Page and Headings | ||
In this Agreement, the contents page and headings are included for convenience only and shall not affect the interpretation or construction of this Agreement. |
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2.2 | Meaning of References | ||
In this Agreement, unless the context otherwise requires: | |||
2.2.1 | any reference to a Party or the Parties is to a party or the parties (as the case may be) to this Agreement and shall include any permitted assignees of a party; | ||
2.2.2 | any reference to a Clause or a Schedule is to a clause of or a schedule to this Agreement, and a Part or a paragraph of a Schedule is to a part or a paragraph of that Schedule; | ||
2.2.3 | any reference to a statute or statutory provision includes any consolidation, re-enactment, modification or replacement of the same, any statute or statutory provision of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same as at the Signing Date; | ||
2.2.4 | any reference to the masculine, feminine or neuter gender respectively includes the other genders and any reference to the singular includes the plural (and vice versa); | ||
2.2.5 | references to a company shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established; | ||
2.2.6 | holding company and subsidiary shall have the meanings given to those expressions in s.736 Companies Act 1985 and subsidiary undertaking and parent undertaking shall have the meaning given to those expressions in s.258 Companies Act 1985; | ||
2.2.7 | a person includes any individual, firm, corporation, unincorporated association, government, state or agency of state, association, partnership or joint venture (whether or not having a separate legal personality); | ||
2.2.8 | any reference to a person includes a reference to that person's legal personal representatives and successors; | ||
2.2.9 | sterling or £ or pounds means the lawful currency of the United Kingdom; | ||
2.2.10 | Euro or means the lawful currency of the states in the European Union which are from time to time participating in Economic and Monetary Union; | ||
2.2.11 | dollars or $ means the lawful currency of the United States; | ||
2.2.12 | any reference to a time of the day is to London time and references to a day are to a period of 24 hours running from midnight to midnight; | ||
2.2.13 | references to BT mean British Telecommunications PLC except where the reference is in the context of the supply of any of the Services under any Local Agreement, where the reference will be to the member of the BT Group which has entered into the Local Agreement; |
2
Part B. Scope
3
5.4 | Assistance | |||
Without prejudice to the other terms of this Agreement, throughout the term of this Agreement BT shall (and shall procure that each member of the BT Group shall) and Reuters shall (and shall procure that each member of the Reuters Group shall), when dealing with each other, act towards each other reasonably and in good faith and (to the extent reasonably commercially practicable) provide each other with such reasonable assistance as requested from time to time by the other Party to meet the objectives of this Agreement. | ||||
5.5 | Equant PSA Pass Through | |||
5.5.1 | The Parties acknowledge and agree that Equants performance pursuant to the Equant PSA during the Standard Period would be sufficient to enable BT to perform the Existing Services at the relevant Service Levels under this Agreement. Subject to Clause 5.5.3, for the period of 12 months after the Closing Date, where Equants performance under the Equant PSA falls below that which it delivered during the Standard Period then, to the extent that such service degradation prevents BT from providing the Existing Services at the Service Levels, BT shall be relieved from its obligations to provide such elements of the Existing Services at the Service Levels. | |||
5.5.2 | BT shall: | |||
(i) | use all reasonable endeavours to mitigate the operational impact of a service degradation by Equant on its provision of the Existing Services; and | |||
(ii) | notify Reuters as soon as is reasonably practicable after it becomes aware of a service degradation by Equant which is likely to affect BTs ability to provide the Existing Services at the Service Levels. | |||
5.5.3 | The relief from BTs obligations to provide the Existing Services at the Service Levels as set out above in Clause 5.5.1 shall not apply: | |||
(i) | to the extent (a) that BT fails to comply with its obligations under Clause 5.5.2 and (b) that failure causes Reuters prejudice or loss; and | |||
(ii) | in respect of Equants performance which is in breach of the Equant PSA (save to the extent that such breach also took place during the Standard Period). | |||
Part C. The Services
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6.2 | The Parties will work together in good faith to finalise the Migration Plan (which will include a schedule of tasks for each Party, dates for their completion, testing criteria and a plan for testing) within 90 days of the Signing Date. | ||
6.3 | The Parties will assess the Migration Plan and associated risks on a continual basis and agree amendments to the Migration Plan accordingly. | ||
6.4 | The Parties acknowledge and agree that the Migration Plan is a project management tool that has been and will be developed and agreed jointly between the Parties in accordance with Clauses 6.2 and 6.3. Notwithstanding the foregoing, any change in the Migration Plan that results in a change to the Migration Milestones or the Migration Dependencies (or any of them) shall be progressed through the Change Control Procedure. | ||
6.5 | [Deliberately left blank] | ||
Migration Milestones and Dependencies | |||
6.6 | BT shall, or shall procure that the relevant member of the BT Group shall, successfully complete or achieve the Migration Milestones by the relevant date set out in Schedule 4 (Migration Milestones). The Parties acknowledge that the date of a Migration Milestone may be changed by the Parties only in the circumstances set out in Clauses 6.11, 6.12 and 6.14 or by agreement through the Change Control Procedure (including as set out in Clause 6.16). | ||
6.7 | In the event of a Migration Failure: | ||
6.7.1 | Reuters shall not be liable for any failure to provide, deliver or complete any Related Migration Dependencies to the extent that such failure was caused by the Migration Failure. The Parties agree that any Related Migration Dependency shall be adjusted (including, without limitation, by extending the due date for such Related Migration Dependency) to the extent that the Migration Failure prevents Reuters from providing, delivering or completing that Migration Dependency and the Parties will, acting reasonably and in good faith, discuss and agree that adjustment; and | ||
6.7.2 | subject to Clause 6.13, where the Migration Failure is continuing at the end of any relevant Buffer Period, Reuters reserves the right to charge BT the Migration LDs, and BT shall pay the Migration LDs when charged. The Parties agree that the Migration LDs represent a genuine pre-estimate of the Losses which Reuters will sustain as a result of a Migration Failure, actual damages in those circumstances being difficult to determine; accordingly, such payments are not a penalty. | ||
6.8 | To the extent that Reuters can demonstrate, to BTs reasonable satisfaction, that a BT Failure prevented Reuters from providing, delivering or completing a Migration Dependency, then, subject to |
5
Clause 6.9, Reuters shall not be liable for its failure to provide, deliver or complete that Migration Dependency and the Parties agree that the Migration Dependency shall be adjusted (including without limitation by extending the due date for such Migration Dependency) to the extent that the BT Failure prevented Reuters from providing, delivering or completing that Migration Dependency and the Parties will, acting reasonably and in good faith, discuss and agree that adjustment. | |||
6.9 | In the event that Reuters fails to comply with its obligation pursuant to Clause 8.5.2, Clause 6.8 will not apply to the extent that BT could reasonably have avoided or mitigated the impact of the BT Failure if it had been informed of the BT Failure in accordance with Clause 8.5.2. | ||
6.10 | Reuters shall, or shall procure that the relevant member of the Reuters Group shall provide, deliver or successfully complete the Migration Dependencies as applicable by the relevant date set out in Schedule 9 (Migration Dependencies). The Parties acknowledge that the date of a Migration Dependency may be changed by the Parties only in the circumstances set out in Clause 6.7 or by agreement between the Parties through the Change Control Procedure (including as set out in Clause 6.12). | ||
6.11 | Where any Migration Dependency is not provided, delivered or completed by the date set out in Schedule 9 (Migration Dependencies), then: | ||
6.11.1 | BT shall not be liable for any Migration Failure in respect of any Related Migration Milestone to the extent that such failure was caused by Reuters failure to provide, deliver or complete the Migration Dependency. The Parties agree that a Migration Milestone shall be adjusted (including, without limitation, by extending the due date for such Migration Milestone) to the extent that the failure to provide, deliver or complete the Migration Dependency prevents BT from providing, delivering or completing that Migration Milestone and the Parties will, acting reasonably and in good faith, discuss and agree that adjustment; and | ||
6.11.2 | subject to Clause 6.13, where the failure to provide, deliver or complete the Migration Dependency is continuing at the end of any relevant Buffer Period BT reserves the right to charge the relevant Migration Surcharge, and Reuters shall pay that Migration Surcharge when charged. The Parties agree that the Migration Surcharge represents a genuine pre-estimate of the Losses which BT will sustain as a result of a failure by Reuters to provide, deliver or complete a Migration Dependency, actual damages in those circumstances being difficult to determine; accordingly, such payments are not a penalty. | ||
6.12 | To the extent that BT can demonstrate, to Reuters reasonable satisfaction, that a Reuters Failure prevented BT from providing, delivering or completing a Migration Milestone, then, subject to Clause 6.13, BT shall not be liable for any Migration Failure in respect of that Migration Milestone and the Parties agree that the Migration Milestone |
6
shall be adjusted (including without limitation by extending the due date for such Migration Milestone) to the extent that the Reuters Failure prevented BT from providing, delivering or completing that Migration Milestone and the Parties will, acting reasonably and in good faith, discuss and agree that adjustment. | |||
6.13 | In the event that BT fails to comply with its obligations pursuant to Clauses 7.3.3 or 7.4.2, Clause 6.12 will not apply: | ||
6.13.1 | in the case of a failure to comply with Clause 7.3.3, to the extent that BT could reasonably have avoided or mitigated the impact of the Reuters Failure if it had complied with its obligations pursuant to Clause 7.3.3; and | ||
6.13.2 | in the case of a failure to comply with Clause 7.4.2, to the extent that Reuters could reasonably have avoided or mitigated the impact of the Reuters Failure if it had been informed of the Reuters Failure in accordance with Clause 7.4.2. | ||
6.14 | Each Party will provide appropriate senior management representation at monthly programme review sessions to review the progress of the Migration Plan and progress against Migration Milestones and Migration Dependencies. The Parties shall at each regular review meeting held pursuant to Clause 14 (or at such time as may be reasonably requested by either Party): | ||
6.14.1 | discuss in good faith ways to ensure that migration is conducted in a cost efficient manner for both Parties; | ||
6.14.2 | identify any actual or potential delays in the migration process; and | ||
6.14.3 | discuss in good faith ways to avoid or mitigate the effect of any actual or potential delays in the migration process (including implementing the Migration Milestone or Migration Dependency in an alternative way) and otherwise to ensure ongoing compliance (so far as possible) with the Migration Plan and achievement of the Migration Milestones and the Migration Dependencies, including (where the Parties agree through the Change Control Procedure) any necessary adjustment to the Migration Milestones and/or the Migration Dependencies, and shall implement any plans or actions agreed at any such meeting. |
||
6.15 | The Parties further acknowledge and agree that if there are steps or activities that are not contained in the Migration Plan or in this Agreement (including its Schedules), in each case at the Signing Date, that it is necessary or desirable that the Parties (or one of them) should provide, deliver or complete in order to enable migration in accordance with the Migration Plan and achieve the Migration Milestones or the Migration Dependencies then the relevant Party shall undertake such additional activities and the costs of provision, delivery or completion of those requirements and additional activities shall be borne: | ||
6.15.1 | by BT, if it is a requirement that BT was aware of at the Signing Date; |
7
6.15.2 | by Reuters, if it is a requirement that does not fall within Clause 6.15.1 but either Reuters was aware of, or would, if acting in accordance with Good Professional Practice, be aware of at the Signing Date; or | ||
6.15.3 | if not falling within Clauses 6.15.1 or 6.15.2, as agreed between the Parties in good faith discussions, each Party acting reasonably. | ||
6.16 | The Parties agree that the Migration Milestones and/or the Migration Dependencies may need to be adjusted as a consequence of the additional requirements identified under Clause 6.15. The Parties will, acting reasonably and in good faith, discuss the impact of such additional requirements with a view to agreeing any necessary adjustment to the Migration Milestones and/or the Migration Dependencies through the Change Control Procedure. | ||
6.17 | If any prospective changes to a Migration Milestone are being discussed pursuant to Clauses 6.11, 6.12, 6.14 or 6.16, Reuters agrees that it will not enforce its rights to charge the Migration LDs under Clause 6.7 in relation to that Migration Milestone in each case until agreement has been reached between the Parties pursuant to Clause 6.11, 6.12, 6.14 or 6.16, as the case may be. | ||
6.18 | If any prospective changes to a Migration Dependency are being discussed pursuant to Clauses 6.7, 6.8, 6.14 or 6.16, BT agrees that it will not enforce its rights to charge the Migration Surcharge under Clause 6.9 in relation to that Migration Dependency, in each case until agreement has been reached between the Parties pursuant to Clause 6.7, 6.8, 6.14 or 6.16, as the case may be. | ||
6.19 | During a Buffer Period the Parties shall meet to discuss in good faith ways to remedy and mitigate the effect of the Migration Failure or the failure to provide, deliver or complete the Migration Dependency (as the case may be). | ||
6.20 | From the date of each Service Acceptance Notice in respect of a Connection, the Service Levels for that Connection shall be the New Service Levels. On receipt from Reuters of the final Service Acceptance Notice for the final Facility to be migrated, BT will issue a Final Migration Notice. From the date of that Final Migration Notice, BT shall cease to provide any further Existing Services under this Agreement and shall provide all New Services under and in accordance with this Agreement. | ||
6.21 | Without prejudice to either Partys rights under this Agreement, in the event that the Migration Date has not been reached on or before the date four years from the Closing Date (or such later date as may be agreed between the Parties), the Parties shall discuss in good faith any consequences of the same in accordance with the Dispute Resolution Procedure. |
8
7.1.1 | the Service Levels; | ||
7.1.2 | subject to Clause 21, Applicable Legislation; and | ||
7.1.3 | Good Professional Practice. | ||
Where the Service Levels are not met the provisions of Clause 28 (Service Credits) shall apply. | |||
7.2 | Compliance with Policies | ||
BT confirms that it has received a copy of the Code and agrees to use all reasonable endeavours to comply with all applicable requirements in, and to procure that its Personnel shall use all reasonable endeavours to comply with all requirements in, the Code (as amended from time to time) provided that: |
7.2.1 | BT shall only be obliged to comply and procure compliance with any amendments to the Code from the expiry of a reasonable period of time following its receipt of such amendments; and | ||
7.2.2 | if compliance with any amendments to the Code will result in an adverse impact on the provision of the Services or in members of the BT Group incurring additional costs, this shall be discussed between the Parties and the amendments to the Code, and any Changes required to comply with the amended Code, shall not apply unless agreed through the Change Control Procedure. | ||
In any event: | |||
7.2.3 | BT (and its Personnel) shall not be required to comply with the Code to the extent that to do so would require BT (or any member of the BT Group or any Subcontractors) to breach any Applicable Legislation; | ||
7.2.4 | BTs obligations in this Clause 7.2 to comply with, and procure its Personnels compliance with, the Code shall be absolute (and not qualified by reasonable endeavours) to the extent that compliance with the Code is required by Applicable Legislation; and | ||
7.2.5 | BT (and its Personnel) shall be entitled to comply with BT's own standards and procedures instead of a part of the Code if and to the extent that Reuters agrees that BT's own standards and procedures provide protection which is not materially less than that part of the Code (such agreement not to be unreasonably withheld or delayed). |
9
7.3 | Relief from Certain Obligations | ||
7.3.1 | Subject to Clause 7.3.2, BT will be discharged from its obligation to supply a Service or carry out any other obligation under this Agreement (except the obligation to achieve the Migration Milestones, but without prejudice to Clause 6.12) to the extent that a Reuters Failure prevents BT from supplying such Service or carrying out such obligation. | ||
7.3.2 | In the event that BT fails to comply with its obligations pursuant to Clauses 7.3.3 or 7.4.2, Clause 7.3.1 will not apply; | ||
(i) | in the case of a failure to comply with Clause 7.3.3, to the extent that BT could reasonably have avoided or mitigated the impact of the Reuters Failure if it had complied with its obligations pursuant to Clause 7.3.3; and | ||
(ii) | in the case of a failure to comply with Clause 7.4.2, to the extent that Reuters could reasonably have avoided or mitigated the impact of the Reuters Failure if it had been informed of the Reuters Failure in accordance with Clause 7.4.2. | ||
7.3.3 | Where BT is prevented from supplying a Service or carrying out any other obligation under this Agreement (including, for the avoidance of doubt, the provision, delivery or completion of a Migration Milestone) by reason of a Reuters Failure, BT shall inform Reuters as soon as reasonably practicable, describing the relevant matter or matters in reasonable detail, and BT shall: | ||
(i) | supply all other Services and fulfil all other obligations in accordance with this Agreement; | ||
(ii) | use Good Professional Practice to perform the affected Service or other obligation (as the case may be) to the extent reasonably possible, and all direct and reasonable costs incurred by BT in doing so, to the extent those costs are not already included in the Service Charges, shall be included in the next invoice sent to Reuters and paid by Reuters as if part of the Service Charges; where (a) such additional costs are likely to be material; and (b) it is reasonably possible to consult with Reuters regarding such costs prior to incurring them and still fulfil its obligations under this Clause, BT shall consult with Reuters regarding such costs. Where BT does so consult, BT shall be under no obligation to perform the affected Service or other obligation (as the case may be) under this Clause 7.3.3(ii) until Reuters has approved BTs course of action, and the costs to be incurred; and | ||
(iii) | resume or commence supply of the affected Service or other obligations (as the case may be) in accordance with this Agreement as soon as reasonably practicable once the relevant Reuters obligation has been fulfilled. |
10
8.1 | Reuters shall provide or procure the provision of the Reuters Services to BT, the BT Group and/or the Subcontractors in accordance with Good Professional Practice and on the terms set out in Schedule 3 (Reuters Services). | ||
8.2 | Reuters shall, on request from BT, provide Reuters Information that is reasonably requested of it and that is necessary to provide the Services where such Reuters Information is not reasonably available from any other person, as soon as reasonably practicable after the date of such request. The Information provided by Reuters pursuant to this Clause will be provided in accordance with Good Professional Practice. | ||
8.3 | Subject to Clause 8.4, Reuters will be discharged from its obligation to supply a Reuters Service or carry out any other obligations under this Agreement (except the obligation to achieve the Migration Dependencies, but without prejudice to Clause 6.8) to the extent that a BT Failure prevents Reuters from supplying such Reuters Service or carrying out such obligation. | ||
8.4 | In the event that Reuters fails to comply with its obligation to comply with Clause 8.5.2, Clause 8.3 will not apply to the extent that BT could have avoided or mitigated the impact of the BT Failure if it had been informed of the BT Failure in accordance with Clause 8.5.2. | ||
8.5 | Reuters undertakes to, and shall procure that the relevant members of the Reuters Group shall, without undue delay inform BT in an appropriate manner of any: | ||
8.5.1 | delays or perceived delays or problems in the delivery of any Reuters Service of which it becomes aware; and | ||
8.5.2 | act or omission by any member of the BT Group of which it becomes aware which is having or is likely to have a detrimental effect on the provision of the Reuters Services or the performance by Reuters of |
11
any of its obligations set out in this Agreement (including, for the avoidance of doubt, the provision, delivery or completion of a Migration Dependency). | |||
8.6 | In the event that Reuters elects to use BTs IP networks to deliver a product to its customers, Reuters shall test and certify that product over the test IP network provided by BT. | ||
8.7 | Reuters agrees to promote the benefits of meshing (both between Reuters Products and Reuters Products and third party customer products) to both its Personnel and its customers, including taking the following steps: Reuters agrees to maintain policies within the Reuters Group that support the principles of meshing to both its Personnel and its customers (including, but not limited to, promoting and supporting publicly in the relevant markets, and to Reuters existing and potential customers). In the event that BT or Reuters finds members of the Reuters Group not supporting this principle, Reuters shall take all reasonable steps to prevent (as soon as practicably possible) such Personnel continuing such activities provided that it is not against Reuters business interests. For the avoidance of doubt, it is Reuters intention that for New Services BT shall control the relevant physical access circuits. | ||
* | |||
8.8.1 | Reuters acknowledges and agrees that it is not its intention to limit the BT Groups revenues under this Agreement to the MRG. | ||
* | |||
8.8.4 | In the event that Reuters becomes aware of a third party supplier relationship that it has which conflicts with the provisions of this Clause 8.8 it shall take steps as are necessary to remove such conflict prior to the Closing Date. |
12
* Text has been redacted for confidentiality
9.1.1 | the Facilities where Equipment or Communications Assets are, or are to be, located in each case as are reasonably necessary for work related to the installation, inspection, maintenance and de-installation of the Equipment or Communications Assets or as otherwise required in order to provide the Services; and | ||
9.1.2 | Reuters Personnel as is reasonably necessary for work related to the installation, inspection, maintenance and de-installation of the Equipment or Communications Assets, | ||
and BT shall procure that all BT Personnel exercise due care to minimise disruption when on a Facility (taking into account BTs obligation to provide the Services to the standard of Good Professional Practice). |
13
9.2 | Extent of Access | ||
9.2.1 | For all access under Clause 9.1 (Allow Access), BT shall, or shall procure that the relevant member of the BT Group shall, provide notice that is reasonable in the circumstances (which may be immediate) to Reuters when requiring access to any Facility save that no notice shall be required in respect of a Site where the BT Personnel already have valid access rights for that purpose to the relevant part of the Site (including valid access rights granted prior to the Signing Date). The provision of at least five (5) Business Days shall always be deemed reasonable notice for the purposes of this Clause 9.2.1. | ||
9.2.2 | Requests for access should be made to the nominated point of contact at the relevant Facility (as indicated to BT in a Valid Order) or other relevant contact. | ||
9.2.3 | Reuters reserves the right under this Agreement to refuse to admit any BT Personnel to the Facilities whose admission would be, in the reasonable opinion of Reuters, detrimental to the business of Reuters or a member of the Reuters Group or a customer of either of them. | ||
9.3 | Access in Compliance with Safety Procedures | |||
9.3.1 | BT will, and will procure that its Personnel will, exercise its rights of access to the Facilities in compliance with: | |||
(i) | all procedures and instructions which relate to the relevant Facility (including all relevant safety, security, confidentiality and operational procedures notified by Reuters to BT or its Personnel (including by way of on site instruction or reasonably prominent notice)) in each case, in respect of the Sites, to the extent that substantially equivalent procedures and instructions apply to the majority of any of Reuters other contractors or visitors at the relevant Facility; and | |||
(ii) | all relevant health and safety requirements imposed by Applicable Legislation. | |||
9.3.2 | Save where required by Applicable Legislation and subject to the limitations of liability set out in this Agreement (where permissible under the relevant Applicable Legislation), Reuters shall not be responsible or liable for the safe custody of any personal equipment or personal property of any of the BT Personnel exercising access rights pursuant to Clause 9.1 (Allow Access) or otherwise at the Facilities. | |||
9.3.3 | Subject to the limitations of liability set out in this Agreement, Reuters shall only be liable for the safety of BT Personnel exercising access rights pursuant to Clause 9.1 (Allow Access) or otherwise at the Facilities, to the extent such liability is imposed by Applicable Legislation. |
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9.4 | Equipment Installed, and Deliveries at, the Facilities | |||
9.4.1 | Permissions and Consents | |||
(i) | BT and the members of the BT Group shall be allowed to install Equipment at the Facilities. The location of Equipment at the Facilities shall be discussed in advance with Reuters, and BT shall take into account all reasonable concerns raised by Reuters, a member of the Reuters Group and/or its customers in relation to the location of Equipment, to the extent the same do not impact Service Levels. | |||
(ii) | Throughout the term of this Agreement, Reuters will, at its own expense and prior to any installation work in respect of Equipment, obtain all necessary landlord, planning, environmental and other property related consents for the installation and use of the Equipment, including consents for any necessary alterations to buildings at the Facilities. In order that Reuters may obtain the consents described above, BT shall provide Reuters with reasonable prior notice of its intention to install the Equipment at the relevant Facility and, upon the reasonable request of Reuters, further provide (at its own cost) assistance to Reuters in seeking and obtaining such consents. | |||
9.4.2 | Deliveries and Maintenance | |||
(i) | BT, other members of the BT Group and the Subcontractors shall be responsible at their own risk and expense for the delivery to, unloading and installation at and de-installation and removal from the Facilities of all the Equipment and any tools and equipment brought in to the Facilities by BT Personnel for the purposes of installation, de-installation, repair or maintenance (BT Tools). | |||
(ii) | BT, other members of the BT Group and the Subcontractors shall be liable for the care, safety, storage and removal of all BT Tools and shall leave the Facilities in a clean, tidy and safe condition at the end of each visit. | |||
9.4.3 | Installed Equipment | |||
With respect to the Equipment installed at the Facilities and the Communications Assets, Reuters shall, and shall procure that other members of the Reuters Group shall: | ||||
(i) | not sell, assign, sub-let or part with possession or control of the Equipment or Communications Assets or any interest therein; | |||
(ii) | not create any Encumbrances over the Equipment or Communications Assets; | |||
(iii) | not relocate the Equipment or Communications Assets from their original Facilities without BT's prior written consent (not to be unreasonably withheld or delayed) and BT shall not be deemed to be in breach of its obligations under this Agreement including its obligation to comply with Service Levels to the extent that such a breach is directly caused by a |
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relocation of the Equipment and/or Communications Assets where Reuters failed to comply with its obligations under this Clause 9.4.3(iii); | |||
(iv) | not disconnect the Equipment or Communications Assets from the relevant telecommunication network to which it is connected; | ||
(v) | not change, remove or obscure any labels, plates, insignia, lettering or other markings that BT or the manufacturer has placed on the Equipment or Communications Assets; | ||
(vi) | ensure that the same environmental conditions (including those relating to waterproofing, the absence of dust, security and air conditioning) as existed at the time the Equipment or Communications Assets were installed are maintained and that the exterior surfaces of the Equipment or Communications Assets are kept clean and (reasonable wear and tear excepted) in good condition; | ||
(vii) | provide suitable electrical power supply and earthing arrangements for the Equipment and Communications Assets to the appropriate local standard; | ||
(viii) | other than wear and tear which arises in the ordinary course, take reasonable steps to prevent damage to the Equipment and Communications Assets; | ||
(ix) | not make any modifications to the Equipment or Communications Assets except as expressly required by BT; | ||
(x) | take reasonable steps to prevent access to the Equipment and Communications Assets by unauthorised personnel; | ||
(xi) | take reasonable steps to prevent Reuters Personnel from interfering or tampering with the Equipment or Communications Assets; | ||
(xii) | prevent the operation of any equipment in close proximity to the Equipment or Communications Assets which Reuters knows (or would, if acting in accordance with Good Professional Practice, know) causes interference or disruption to such Equipment or Communications Assets or to the Services; and | ||
(xiii) | upon the termination or expiration of this Agreement, surrender possession of the Equipment to BT, other members of the BT Group or their Subcontractors, pursuant to Schedule 15 (Exit Provisions). | ||
9.4.4 | Where Equipment that has been installed at a Facility in accordance with Good Professional Practice is subsequently lost, damaged or destroyed (except, in each case, through fair wear and tear) and BT Personnel replace or repair such Equipment to ensure the continued provision of the Services in accordance with this Agreement then Reuters shall pay the costs and expenses reasonably and properly incurred by BT with respect to its replacement or repair save to the extent such loss or damage is caused by or results from an act of BT Personnel. Where Equipment installed at BT premises is lost, damaged or destroyed and BT Personnel replace or repair such Equipment to ensure the continued provision of the Services in accordance with this Agreement then BT shall pay the costs and |
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expenses reasonably and properly incurred by BT with respect to its replacement or repair save to the extent such loss or damage is caused by or results from an act of Reuters Personnel or Reuters customers, where Reuters shall bear such costs and expenses. | |||||
9.4.5 | Save as provided in Clause 9.4.4, BT shall be responsible for all loss and damage (including fair wear and tear) to the Equipment at the Facilities, and shall replace and repair the Equipment (at its own cost) so as to ensure the continued provision of the Services in accordance with this Agreement. | ||||
9.5 | Communications Assets | ||||
9.5.1 | From the Signing Date until the Migration Date, Reuters shall, and shall procure that each other member of the Reuters Group shall, permit BT to use any Communications Assets required by BT for the provision of the Services and services to third parties. Reuters shall make available to BT such spares relating to the Communications Assets as it has at the Signing Date. | ||||
9.5.2 | Without prejudice to BTs obligation to provide the Services, if any Communications Asset reaches the end of its anticipated or supportable lifespan or breaks down at any time during the term of this Agreement BT may, or may procure that a member of the BT Group, repair or replace such Communications Asset, and any such repair or replacement shall be entirely at BTs own cost (except to the extent that such repair or replacement is required as a result of conduct of Reuters Personnel or customers of members of the Reuters Group). For the avoidance of doubt, Reuters shall not be under any obligation to repair or replace any Communications Assets in any circumstances. | ||||
9.5.3 | Reuters agrees to: | ||||
(i) | assign or procure the assignment of any Communications Asset which is owned by a member of the Reuters Group and that it (or the relevant member of the Reuters Group) is freely able to assign; and | ||||
(ii) | use all reasonable endeavours to assign or procure the assignment of all Communications Assets other than those referred to in Clause 9.5.3(i), | ||||
in each case which are repaired or replaced in accordance with Clause 9.5.2 to BT and each such Communications Asset (to the extent it has been so assigned) shall from the date of repair or replacement be owned by BT or other relevant member of the BT Group (as relevant) and fall to be considered as Equipment. |
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11.1 | From the Closing Date BT will (as necessary) prepare and maintain in place such disaster recovery and business continuity plans: | |||
11.1.1 | in respect of the Existing Services, as were provided by the Radianz Group to Reuters Group during the Standard Period; | |||
11.1.2 | in respect of the New Services, as set out in Schedule 2 Part 1E; and | |||
11.1.3 | in respect of Additional Services (other than the Nash Services to which the provisions of Schedule 2 Part 1E shall apply), as agreed between the Parties pursuant to the Change Control Procedure and, in the absence of such agreement, as set out in Schedule 2 Part 1E. | |||
11.2 | Except where provided otherwise in this Agreement (including, but not limited to, any Force Majeure Event), nothing in Clause 11.1 shall remove BTs obligation to provide the Services at the Service Levels. | |||
11.3 | Prior to the invocation of any disaster recovery plan BT shall, where it is reasonably able in the circumstances, give advance notice of that fact to Reuters. Where BT is unable in the circumstances to give advance notice it shall give notice of such invocation to Reuters promptly thereafter. | |||
11.4 | In the event of any incident, disaster or business interruption which results in the invocation of any disaster recovery plan by BT or Reuters: |
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11.4.1 | the Parties shall ensure that a resilient independent communications infrastructure is in place between the Parties as is necessary to ensure that the Parties are able to provide and support continued communications at all times between the Parties irrespective of any such incident, disaster or business interruption; | |||
11.4.2 | the Parties shall ensure that during the period of invocation of any disaster recovery plan, each Party shall provide to the other in a timely manner ongoing information updates in respect of any such incident, disaster or business interruption in a format to be agreed between the Parties (acting reasonably and in good faith) by the Closing Date; and | |||
11.4.3 | BT shall, upon reasonable request by Reuters, make relevant BT Personnel available to participate in any update communications that take place between Reuters and its customers. BT acknowledges that it is current Reuters policy to verbally update its clients on an hourly basis and BT agrees that, upon reasonable notice, it shall participate in such communications upon Reuters request. | |||
11.5 | BT shall conduct at its own cost a test of its disaster recovery plans and procedures not less than once in each 12 month period after the Closing Date and otherwise as might reasonably be expected in accordance with Good Professional Practice and shall provide the results of each test (which shall, upon Reuters reasonable request, have been verified by an independent third party (provided that where Reuters requests such verification four times or more during the term of this Agreement, such independent verification shall be at Reuters cost)) to Reuters within 15 days of its completion. Where Reuters so requests, BT agrees that Reuters can (at its own cost) participate in such tests and in such case the Parties shall agree the scope of and approach to such testing in advance of each test. | |||
11.6 | At Reuters reasonable request, BT agrees to participate (to the extent reasonably required) in any test of Reuters disaster recovery plans. | |||
11.7 | At Reuters reasonable request, BT agrees to support and assist (to the extent reasonably required) Reuters upon any invocation of Reuters disaster recovery plans. | |||
11.8 | As an overriding principle, BT and Reuters agree to work together to optimise the preparation and ongoing appropriateness of their respective disaster recovery plans, with particular regard to the interaction of their respective plans. |
Part D. Transfer
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(i) | if it is permissible under the Existing Services Contract, BT shall perform on behalf of Reuters the obligations of Reuters under that Existing Services arising after the Closing Date (excluding payment obligations), and if it is not so permissible, Reuters shall perform and BT shall reimburse Reuters reasonable charges to the extent such charges are not already recovered pursuant to Schedule 3; | ||
(ii) | BT will fulfil in full on Reuters behalf the payment obligations under the Existing Service Contract to the extent they relate to the due and proper performance of the Existing Services, in accordance with the invoicing and payment procedures agreed between the Parties; and | ||
(iii) | if it is permissible under the Existing Services Contract, Reuters shall terminate the Existing Services Contract at BTs request, provided that BT has provided Reuters with reasonably adequate assurances that termination will not affect its ability to provide the Existing Services to the relevant Service Levels. | ||
16.1 | The initial Key BT Personnel engaged or involved in providing the Services shall be the BT Personnel listed in Schedule 11 (Relationship Management). | |||
16.2 | During the 12 months following the Closing Date, changes to the Key BT Personnel shall only be permitted where such changes are beyond the reasonable control of BT (save that BT may dismiss any member of the Key BT Personnel in accordance with its usual disciplinary or performance criteria procedures). Reuters shall have the right to be consulted in respect of any removal of Key BT Personnel during such 12 month period and Reuters prior written consent shall be required for the appointment of any replacement Key BT Personnel during such 12 month period (such consent not to be unreasonably withheld or delayed). | |||
16.3 | Without prejudice to Clause 16.2, BT will use all reasonable endeavours to minimise changes of individual personnel who are engaged or involved in providing the Services. Save as provided in Clause 16.2, BT reserves the right to determine which individual personnel will perform the Services and to replace whether temporarily |
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17.1.1 | maintain records in accordance with the higher of Good Professional Practice and its usual business practices; | |||
17.1.2 | in the case of records which relate to any amounts which are payable by Reuters under this Agreement, prepare and maintain those records in accordance with generally accepted accounting principles applied on a consistent basis; and | |||
17.1.3 | retain all such records for a period of no less than two years following the termination or expiry of this Agreement or, if longer, such period as may be required in order for BT to comply with its obligations in Clause 17.2 (Right of Inspection) or otherwise as required by Applicable Legislation. |
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17.2 | Right of Inspection | |||
17.2.1 | BT shall provide to Reuters reputable third party auditors (Auditor) upon reasonable prior notice (which shall normally be not less than 10 Business Days, unless otherwise agreed by the Parties in writing) to BT, access to copies of all relevant records, BT Personnel and BT Premises (but not the BT System) as is reasonably necessary or otherwise required by law for the purposes stated below. Save as provided in Clauses 17.3 and 17.4, such access shall be limited to one financial and one performance audit per 12-month period. Such access will be permitted at any time during normal office hours. Such access shall be provided solely for the purpose of performing audits and inspections of BT to: | |||
(i) | verify the accuracy and completeness of BT's invoices; and | ||||
(ii) | verify the accuracy of any of BTs Service Level reports, | ||||
provided that the Auditor shall enter into a confidentiality undertaking reasonably acceptable to BT (and no less onerous than the confidentiality provisions of this Agreement). | |||||
17.2.2 | Nothing in this Clause 17 shall require BT, or any member of the BT Group, to make available: (i) underlying or open-book financial information relating to BTs or its Subcontractors cost of providing the Services or its profit margins; (ii) any information which is legally privileged; (iii) any information in relation to which BT owes a third party a duty of confidence; or (iv) any draft or preparatory documentation or correspondence; or (v) any information the disclosure of which would breach Applicable Legislation, including Data Protection Legislation. | |||
17.2.3 | Reuters will provide BT with a draft copy of any Auditors report and will give BT an opportunity to make representations to it and correct inaccuracies with respect to the contents of the draft Auditors report prior to the Auditors report being disclosed outside Reuters core Agreement management team. | |||
17.3 | Regulatory Audit and SAS-70 Obligations | |||
17.3.1 | Notwithstanding anything in this Clause 17, Reuters and each member of the Reuters Group shall have the right to conduct audits at such frequency and in such manner as is required by Applicable Legislation from time to time. | |||
17.3.2 | Commencing in the second calendar year of the Initial Term, and not more than once every twelve (12) months thereafter, on Reuters written request, BT will obtain a Type II report and examination prepared in accordance with Statement on Auditing Standards 70 (as amended from time to time) as promulgated by the American Institute of Public Certified Accounts (the "SAS-70 Report") of the Relevant Systems and Services from a reputable global accounting firm and provide a copy of the SAS-70 Report to Reuters. For these purposes, Relevant Systems and Services are: |
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(i) | all systems and services used to provide the New Services; | ||||
(ii) | the systems and services of the BT Group (excluding the Radianz Group) used to provide the Existing Services; and | ||||
(iii) | the systems and services of the Radianz Group used to provide the Existing Services to the extent that such systems and services were (a) the subject of a SAS-70 Report during the Standard Period, or (b) the subject of a change programme within the Radianz Group as at 22 February 2005 with the aim of achieving the standards required of a SAS-70 Report. In respect of Relevant Systems and Services referred to in this sub-Clause 17.3.2(ii)(b), the obligation in Clause 17.3.2 shall apply on and from the date on which such programme was (as at February 2005) planned to be complete. | ||||
17.3.3 | In the event that Reuters or its Auditors determine, acting reasonably, that such SAS-70 Report is insufficient or incomplete, then upon written notice from Reuters, BT shall provide the Auditors with access to and any assistance that they may reasonably require with respect to records required to complete the SAS-70 Report of the Services. | |||
17.3.4 | If, pursuant to Clause 17.3.3, the Auditor reviews Confidential Information belonging to BT, the Auditor shall enter into a confidentiality undertaking reasonably acceptable to BT (and no less onerous than the confidentiality provisions of this Agreement). | |||
17.3.5 | BT will not be required, pursuant to any provision of this Clause 17.3 to provide access to data of other customers of the BT Group. All information learned or exchanged in connection with the conduct of an audit under this Clause 17.3 shall, to the extent it is Confidential Information, be BT Confidential Information. | |||
17.4 | Security Audit | |||
17.4.1 | BT shall provide to the Auditors upon reasonable prior notice to BT (which shall normally be not less than 10 Business Days unless otherwise agreed by the Parties in writing), access to copies of all relevant records, BT Personnel and BT Premises (but not the BT System) as is necessary to enable an audit of the security arrangements, processes and procedures implemented and maintained by BT and the members of the BT Group in respect of the Existing Services or other Services in each case that are not certified as being BS7799 compliant (the Security Audit). The aim of the Security Audit is to ensure that such security arrangements, processes and procedures are no less rigorous than those implemented by Radianz in respect of services equivalent to the Existing Services provided during the Standard Period. In respect of the New Services, BT shall ensure that they comply with the Agreed Principles. | |||
17.4.2 | The right of Security Audit granted pursuant to Clause 17.4.1 may not be exercised more than once in any calendar year, provided that a Security Audit may be conducted in parts throughout a year, at such times as may be agreed between the Parties (such agreement not be |
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unreasonably withheld or delayed). The right of Security Audit shall cease at the date being the later of: |
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(i) | the Migration Date; or | ||||
(ii) | the date at which all New Services are certified as BS7799 compliant. | ||||
17.5 | BT to Provide Reasonable Assistance |
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BT shall provide all reasonable assistance to Reuters and the Auditor in conducting any such audit and will provide the Auditor with such copies of relevant documents and information as the Auditor shall reasonably request. | |||||
17.6 | No Disruption | ||||
BT will not be obliged to give Reuters or the Auditor access to any BT locations that do not pertain to the provision of Services under this Agreement. In performing any audits under this Clause 17, Reuters will, and will procure that the Auditor will, use reasonable endeavours to avoid unnecessary disruption of BT's operations and unnecessary interference with BT's ability to perform the Services in accordance with the Service Levels. Where an audit does disrupt BTs provision of the Services, BT shall not be liable for any breach of its obligations under this Agreement to the extent such breach was directly caused by such disruption. | |||||
17.7 | Costs of Audits | ||||
17.7.1 | Each Party shall bear its own costs in relation to any audit under Clause 17 provided that: | ||||
(i) | if the audit reveals a surplus or deficit of Service Charges claimed and/or any other amounts charged to Reuters by BT under this Agreement, the amount of the net overpayment or underpayment shall be paid by the relevant Party by way of credits or Service Charges in the next relevant invoice; and | ||||
(ii) | where the audit reveals: (a) a substantive error in respect of any of BTs Service Level reports; (b) an error in respect of BT's invoices which amounts to a discrepancy in relation to the financial matters of greater than 10%, or (c) that the security arrangements, processes and procedures implemented and maintained by BT and the members of the BT Group in respect of the Existing Services or other Services that are not certified as being BS7799 compliant are less rigorous than those implemented by Radianz in respect of services equivalent to the Existing Services provided during the Standard Period, BT shall pay the reasonable costs incurred by Reuters in relation to the related subsequent verification exercise conducted on behalf of Reuters (if any) in accordance with Clause 17.8 (other than Reuters internal management and handling costs). | ||||
17.7.2 | Any overpayment made by the Reuters Group revealed by an audit shall be credited by BT against the next and any subsequent invoices issued by BT under this Agreement for the Services, together with an additional amount of interest on that overpayment at the rate of 2% |
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position on the dispute in question and its reasons for adopting that position in reasonable detail together with any relevant supporting documentation. | ||||
18.5 | Compromise Agreement after Resolution by Senior Representatives | |||
If the Reuters Representative and the BT Representative reach agreement on the resolution of the relevant dispute, the Parties will each procure that the agreement is within 40 Business Days reduced to writing and signed by their respective duly authorised representative at which time it shall be and remain binding on the Parties. | ||||
18.6 | Status of Negotiations of Senior Representatives | |||
All negotiations between the Reuters Representative and the BT Representative shall be conducted in strict confidence. Unless the Parties otherwise agree in writing (including any agreements made pursuant to Clauses 18.5 and 18.9), those negotiations shall be without prejudice to the rights of the Parties (and shall not be used in evidence or referred to in any way without the prior written consent of both Parties) in any future court or arbitration proceedings or expert determination except in so far as necessary to enforce a compromise agreement entered into pursuant to Clause 18.9 (Compromise Agreement after Resolution by Mediation). | ||||
18.7 | Further Escalation and Reference to Mediation | |||
18.7.1 | If any dispute arising under this Agreement is not resolved within 10 Business Days of the relevant meeting of the Reuters Representative and the BT Representative or, for whatever reason, the relevant meeting does not take place, then either Party may by notice to the other require that such dispute be resolved by escalation to the Joint Management Council referred to in Schedule 11 (Relationship Management) otherwise following the procedure and principles set out in Clauses 18.2 (Representatives to Attempt to Resolve Disputes) to 18.5 (Compromise Agreement after Resolution by Senior Representatives). | |||
18.7.2 | If such dispute is not resolved within twenty (20) Business Days from referral under Clause 18.7.1: | |||
(i) | if and to the extent the dispute is of a technical nature, it may by agreement between the Parties be referred for determination to an expert (the Expert) pursuant to Clause 18.8 who shall be deemed to act as expert and not as arbitrator; or | ||||
(ii) | in the case of all other disputes or where the Parties do not agree that a dispute of a technical nature be referred to the Expert, then either Party may by notice to the other refer such dispute to mediation in accordance with the CEDR Model Procedure. The Party serving that notice shall as soon as reasonably practicable apply to CEDR for a mediation of such dispute. If neither Party serves a notice on the other requiring mediation of the dispute within 10 Business Days of the expiry of the period referred to above or, if a Party does so but fails to apply to CEDR as soon as reasonably practicable, negotiations will be deemed to have failed. |
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18.8 | Appointment of an Expert | |||
18.8.1 | The Expert shall be selected by agreement of the Parties or, failing agreement, within fourteen (14) Business Days after a request by one Party to the other, shall be chosen at the request of either Party by the President for the time being of the ICC International Centre for Expertise who shall be requested to choose a suitably qualified and experienced Expert for the dispute in question. | |||
18.8.2 | Fourteen (14) Business Days after the Expert has accepted the appointment the Parties shall each submit a written report on the dispute to the Expert and to each other and seven (7) Business Days thereafter shall submit any written replies they wish to make to the Expert and to each other. | |||
18.8.3 | The Expert shall have the same powers to require each Party to produce any documents or information to him and the other Party as an arbitrator and each Party shall in any event supply to him such information which it has and is material to the matter to be resolved and which it could be required to produce on discovery. | |||
18.8.4 | Each Party shall afford the Expert all necessary assistance which the Expert requires to consider the dispute including, but not limited to, full access to all correspondence and other documentation and materials relating to the Agreement. The Expert shall be instructed to deliver his determination, which shall include his reasons for that determination, to such Parties within fourteen (14) Business Days after the submission of the written reports pursuant to this Clause. | |||
18.8.5 | The Experts decision shall, in the absence of fraud, be final and binding on the Parties. The fees of the Expert shall be borne by the Parties in equal shares. Each Party shall bear its own internal and consultant costs, including legal costs, of its involvement in this Expert determination process. | |||
18.9 | Compromise Agreement after Resolution by Mediation | |||
If the mediation is successful and the Parties reach agreement on the resolution of the relevant dispute, they will each procure that the agreement is reduced to writing and signed by their respective duly authorised signatories, at which point it shall be binding on the Parties. | ||||
18.10 | Jurisdiction and Court Proceedings | |||
18.10.1 | Subject to Clause 18.10.2, in respect of any dispute which arises out of or in connection with this Agreement, and which is not resolved in accordance with the procedure set out in Clauses 18.1 (How Disputes will be Handled) to 18.9 (Compromise Agreement after Resolution by Mediation) (inclusive), the Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle that dispute and that accordingly any proceedings may be brought in those courts (and no other courts). | |||
18.10.2 | Notwithstanding any other provisions in this Clause 18 nothing herein shall prevent a Party from taking steps to preserve or enforce its rights |
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21.1.2 | Existing Services in the Core Jurisdictions in accordance with Applicable Legislation. | |||
21.2 | Reuters Compliance with Applicable Legislation | |||
Reuters shall provide, or procure the provision of, the Reuters Services in accordance with Applicable Legislation at least to the extent it did so in the Standard Period. | ||||
21.3 | Notification | |||
21.3.1 | Throughout the Term, BT shall promptly inform Reuters of changes in Applicable Legislation that will or are reasonably likely to affect, to a material degree, the provision of the Services by or on behalf of BT(save that in relation to each Non-Core Territory BTs obligation shall not commence until such date as BT commences the provision of New Services in that territory, or when it becomes aware of a change in Applicable Legislation in that jurisdiction, whichever is the earlier); | |||
21.3.2 | Throughout the term of this Agreement, BT shall use reasonable endeavours to inform Reuters where it is aware that Reuters or another member of the Reuters Group is in breach of Applicable Legislation. | |||
21.3.3 | Throughout the term of this Agreement, Reuters shall use reasonable endeavours to inform BT where it is aware that BT or another member of the BT Group is in breach of Applicable Legislation. | |||
21.4 | Regulatory Change and Related Costs | |||
21.4.1 | Regulatory Changes shall be implemented using the Change Control Procedure. | |||
21.4.2 | To the extent that a Regulatory Change relates: | |||
(i) | uniquely and specifically to Reuters, a member of the Reuters Group or products or services of either of them and the Regulatory Change increases BTs costs of providing the Services then the Price Books shall be amended through the Change Control Procedure so that Reuters shall bear all of the direct and reasonable costs of BT and the BT Group in complying with such Regulatory Change; | |||
(ii) | uniquely and specifically to BT, a member of the BT Group or products or services of either of them then the costs (if any) of implementing such Regulatory Change shall be borne by BT and no additional Service Charges shall be levied by BT; and | |||
(iii) | to a matter which is not covered by (i) or (ii) above and the Regulatory Change increases BTs costs of providing the Services then the Price Books shall be amended through the Change Control Procedure so that Reuters shall bear a fair and reasonable proportion of the increase in BTs direct costs in providing the Services, such proportion to reflect the ratio of the revenue received by BT from customers which are affected by such change in Applicable Legislation against the revenue BT receives under this Agreement. As between Reuters |
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(i) | of the Reuters Intellectual Property solely to the extent necessary for BT to provide or procure the provision of (a) the Services prior to the Migration Date and (b) the Non-Migrating Services; | ||||
(ii) | of any Intellectual Property owned by the Reuters Group (other than any Reuters Content) to the extent the same was used by a member of the Radianz Group during the Standard Period, for the purposes of a member of the Radianz Group fulfilling its obligations to third parties to the extent owed during the Standard Period and substantially similar obligations; | ||||
(iii) | to host and transmit the Reuters Content over the BT System solely to the extent necessary to provide or procure the provision of the Services; and | ||||
(iv) | to the Reuters Information solely to the extent necessary to operate the Reuters Assets in order to provide or procure the provision of the Services (and services equivalent to the Services to third |
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to the extent caused by the receipt or use of the Services by Reuters or any member or customer of, or supplier to, the Reuters Group (including, for the avoidance of doubt, use of the BT Supplied Software) in accordance with the terms of this Agreement. | ||||
23.2 | Reuters Indemnity to BT | |||
Reuters will indemnify BT against all claims and proceedings arising from infringement (or alleged infringement) of any Intellectual Property by reason of and to the extent caused by the receipt or use of the Reuters Services, the Reuters Intellectual Property or the Reuters Information by BT, any member of the BT Group or their Subcontractors in accordance with the terms of this Agreement. | ||||
23.3 | Terms and Conditions of Indemnities | |||
23.3.1 | As a condition of each indemnity in this Clause 23, the Party receiving the indemnity (the Claiming Party) will: | |||
(i) | notify the Party giving the indemnity (the Indemnifier) promptly in writing of any allegation of infringement upon first becoming aware of the claim or proceedings; | ||||
(ii) | make no admission relating to the infringement; | ||||
(iii) | allow the Indemnifier to conduct all negotiations and proceedings and at the Indemnifiers request and cost give the Indemnifier all reasonable assistance; and | ||||
(iv) | act to mitigate all Losses relating to the subject matter of the indemnity. | ||||
23.3.2 | If at any time an allegation of infringement of Intellectual Property is made or in either Partys reasonable opinion is likely to be made, the Parties shall promptly discuss the same with a view to (at the Indemnifiers own expense): | ||||
(i) | modifying the Services so as to avoid the infringement; | ||||
(ii) | replacing any part of the affected Services with a non-infringing part; or | ||||
(iii) | procuring a licence in respect of such third party Intellectual Property, | ||||
in each case without the requirement to follow the Change Control Procedure provided that any such modification or replacement does not materially affect the performance of the Services. | |||||
23.3.3 | The indemnities in this Clause 23 do not apply to infringements to the extent they are caused by: | ||||
(i) | Reuters use of the Services in conjunction with other apparatus or software, in each case which was not supplied by BT and which BT did not know or, if acting in accordance with Good Professional Practice, would not have known that Reuters would use in conjunction with the Services; and |
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(ii) | compliance with instructions, designs or specifications made or issued by the Claiming Party or on the Claiming Partys behalf where the Personnel of the Indemnifier receiving such instructions, designs or specifications could not reasonably have known that compliance with such instructions, designs or specifications would infringe third party Intellectual Property. |
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other Party (“Confidential Information”) received or obtained as a result of entering into or performing this Agreement which relates to: | ||||
24.4.1 | the provisions of this Agreement, or any document or agreement entered into pursuant to this Agreement; | |||
24.4.2 | the negotiations relating to this Agreement; or | |||
24.4.3 | the other Party, any other member of its Group or any of its customers or suppliers. | |||
24.5 | Exceptions | |||
Either of the Parties may disclose any Confidential Information if and to the extent the disclosure is: | ||||
24.5.1 | required by the law of any relevant jurisdiction; | |||
24.5.2 | properly required by any securities exchange or regulatory or governmental body to which either Party is subject or reasonably submits, wherever situated, including the London Stock Exchange, UK Listing Authority or the Takeover Panel, whether or not the requirement for disclosure has the force of law; | |||
24.5.3 | disclosed to the professional advisers, auditors or bankers of that Party or any other member of the BT Group (in the case of BT) or any other member of the Reuters Group (in the case of Reuters) under appropriate contractual or professional duties of confidence and each Party hereby agrees to take all reasonable steps to enforce any such contractual or professional duties; | |||
24.5.4 | disclosed to the officers or employees of that Party or any other member of the BT Group (in the case of BT) or any other member of the Reuters Group (in the case of Reuters) who need to know the information for the purposes of the transactions effected or contemplated by this Agreement subject to the condition that the Party making the disclosure shall procure that those persons comply with Clause 24.4 (Confidentiality) as if they were Parties to this Agreement and each Party hereto agrees to take all reasonable steps to enforce any confidentiality undertaking obtained by it; | |||
24.5.5 | of information that has already come into the public domain through no fault of that Party; | |||
24.5.6 | of information of the kind referred to in Clause 24.4.3 (Confidentiality) which is already lawfully in the possession of that Party as evidenced by its or its professional advisers' written records and which was not acquired directly or indirectly from the other Party to whom it relates; | |||
24.5.7 | to potential acquirers (and their advisers) of all or part of a Partys shares or business, provided that each such potential acquirer has entered into a confidentiality undertaking with respect thereto and is not a competitor of the other Party; or | |||
24.5.8 | approved by the other Party in writing in advance, |
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* Text has been redacted for confidentiality
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may be required by law. If any deductions or withholdings are required by law, the Party making, or procuring the making of, the payment shall be obliged to pay the other Party, or to procure that the other Party is paid, 50% of such additional sum as will (after such deduction or withholding has been made) leave the payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if either Party shall have assigned the benefit in whole or in part of this Agreement then the liability of the other Party under this Clause 31.2.1 shall be limited to that (if any) which it would have been had no such assignment taken place. | ||||
31.2.2 | If any Taxation authority charges to Taxation (or would charge to Taxation in the absence of any Reliefs available to the recipient) any sum paid under this Agreement pursuant to an indemnity, compensation or reimbursement provision, then the amount so payable shall be grossed-up by such amount as will ensure that after payment of the Taxation so charged (or which would have been so charged if any Reliefs available to the recipient were ignored) there shall be left a sum equal to the amount that would otherwise be payable under this Agreement, provided that if either Party to this Agreement shall have assigned the benefit in whole or in part of this Agreement then the liability of the other Party under this Clause 31.2.2 shall be limited to that (if any) which it would have had, had no such assignment taken place. | |||
31.2.3 | If the recipient of a payment made under Clause 31.2.1 receives a credit for or refund of any Taxation payable by it, a Relief or any similar benefit attributable to (i) such payment or (ii) any charge to Taxation by reason of any deduction or withholding for or on account of Taxation which has given rise to such payment then it shall reimburse to the other Party such part of such additional amounts paid to it pursuant to this Clause 31.2 as the recipient of the payment certifies to the other Party will leave it (after such reimbursement) in no better and no worse position than it would have been if the other Party had not been required to make such deduction or withholding. | |||
* |
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* Text has been redacted for confidentiality
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* Text has been redacted for confidentiality
is BT, a member of the BT Group or any of its Subcontractors) where such payments are required to be made by way of liquidated damages or service credits pursuant to, either: | ||||||
(i) | a contractual provision which was in place with the relevant third party at 22 February 2005; or | |||||
(ii) | a contractual provision which is with an FGA and the substance of the relevant contractual provision is not substantively more onerous than the contractual provisions that the Paying Party was bound by with that FGA (or any other FGA) at 22 February 2005; or | |||||
(iii) | a contractual provision which is with an RGA Customer and the substance of the relevant contractual provision is not substantively more onerous than the contractual provisions that the Paying Party was bound by with that RGA Customer (or any other RGA Customer) at 22 February 2005; or | |||||
(iv) | a contractual provision which is with a customer of a member of the Reuters Group who is not an FGA or an RGA Customer and the substance of the relevant contractual provision is not substantively more onerous than the contractual provisions that the Paying Party was bound by with that Reuters customer at 22 February 2005. | |||||
33.3.2 | direct losses of a Reuters customer, a Subcontractor of BT under this Agreement and/or a party to a contract with a member of the BT Group relating to the provision of services required by the BT Group to provide the Services claimed against any member of the Reuters Group and relating to a breach by BT of this Agreement or any breach of a duty of care (including negligence) by the BT Group owed to any member of the Reuters Group in relation to BTs performance of its obligations under this Agreement; | |||||
33.3.3 | restitution of monies paid by Reuters and any member of the Reuters Group to BT and any member of the BT Group pursuant to this Agreement; and | |||||
33.3.4 | the additional costs and expenses reasonably incurred in procuring and implementing alternative or replacement services, including consultancy costs, the additional costs of management time and personnel costs (which would not have been incurred but for the event that has led to the direct loss) and costs of hardware, software and other equipment and materials. | |||||
33.4 | Assumption of liability for backed up data | |||||
Notwithstanding Clause 33.2 above, but subject always to Clause 33.5 below, BT shall be liable for any reasonable costs of restoring backed-up data (excluding hardware costs), where such restoration is required as the result of a breach of this Agreement by, or negligence of, BT (or any other member of the BT Group or a Subcontractor). Reuters shall: | ||||||
33.4.1 | notify BT of any event that is likely to give rise to a claim to which this Clause relates as soon as reasonably practicable after it becomes |
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aware of such circumstances, save where BT is aware, or applying the standards of Good Professional Practice ought reasonably to be aware, of any loss of data suffered by Reuters; and | |||||
33.4.2 | permit BT to provide reasonable advice and assistance to Reuters in the conduct of all steps taken to mitigate the results of that breach. | ||||
33.5 | Financial Caps | ||||
The liability of each Party (including the liability of any member of that Partys Group) to the other Party (and the other Partys Group) in relation to the subject matter of this Agreement, whether for breach of contract, in tort (including negligence), for any statutory breach or otherwise shall be limited to: | |||||
33.5.1 | subject to Clause 33.5.2, * or (where lower) * of the Service Charges in the relevant Contract Year in aggregate for all Losses resulting from events (connected or unconnected) in any Contract Year, any period of twelve (12) months prior to the Closing Date and any period of twelve months from the end of the term of this Agreement and any anniversary thereof; and | ||||
33.5.2 | * in aggregate, | ||||
which (i) shall include all amounts (if any) which the relevant Party is liable for under this Agreement by way of Migration LDs or Migration Surcharge (as applicable) and (ii) shall exclude (for Reuters) obligations to pay the Service Charges and any amounts payable to BT under paragraph 11 of Schedule 6 (Service Charges) and (for BT) obligations to pay charges for the Reuters Services. | |||||
33.6 | References to a Party in Clauses 33.1-33.5 shall be deemed to include in the case of BT, BT and members of the BT Group and, in the case of Reuters, Reuters and members of the Reuters Group. | ||||
33.7 | Reuters Content | ||||
33.7.1 | Reuters shall use all reasonable endeavours to ensure that it does not, and shall procure that members of the Reuters Group use all reasonable endeavours to ensure that they do not, use the Services: | ||||
(i) | to send, upload, download, use or re-use any information or material which is abusive, indecent, defamatory, obscene or menacing; | ||||
(ii) | to send or provide unsolicited advertising or promotional material or to receive responses to any unsolicited advertising or promotional material sent or provided using the Services by any third party otherwise than in accordance with Applicable Legislation; or | ||||
(iii) | other than in accordance with Reuters acceptable use policies. | ||||
33.7.2 | BT shall notify Reuters in writing if it becomes aware that the Services are being used to send, upload, download, use or re-use any information or material which is abusive, indecent, defamatory, obscene or menacing. |
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* Text has been redacted for confidentiality
33.7.3 | On receipt of a notice from BT pursuant to Clause 33.7.2 (or where Reuters is otherwise aware of the same) Reuters shall use all reasonable endeavours to cease, or procure that the relevant member of the Reuters Group ceases, such offending use of the Service as detailed in that notice (or of which it is otherwise aware). | |||
33.7.4 | Where: |
(i) | an item of the Reuters Content is defamatory (as that term is understood under the laws of England), obscene or otherwise illegal or unlawful; and | ||||
(ii) | Reuters is aware of such offending use of the Services and such offending use is continuing in nature; and | ||||
(iii) | by reason of such defamation, obscenity, illegality or unlawfulness there is a reasonable likelihood of: (a) a criminal prosecution being brought against, and criminal sanctions attaching to, BT Personnel; or (b) a member of the BT Group losing its telecommunications licence or suffering a material and detrimental change to the terms of such licence which (in each case) is not of a purely financial nature, | ||||
then BT shall have the right to suspend provision of the relevant part of the Services until such time as such offending use has ceased. | |||||
33.7.5 | Reuters shall indemnify BT and any other member of the BT Group against all Losses they incur in connection with any allegation, claim or judgment (in each case in respect of civil proceedings only) that the Reuters Content is defamatory (as that term is understood under the laws of England), obscene, illegal, unlawful or infringes any third party Intellectual Property, provided that BT and the other members of the BT Group: | ||||
(a) | notify Reuters in writing of any allegation, claim or proceedings as soon as reasonably practicable after first becoming aware of the same; | ||||
(b) | make no admission relating to the allegation, claim or proceedings; | ||||
(c) | allow Reuters to conduct all negotiations and proceedings; | ||||
(d) | give Reuters all reasonable assistance (at Reuters request and cost); and | ||||
(e) | subject to the foregoing, act to mitigate any such Losses. | ||||
33.7.6 | Reuters shall indemnify BT and any other member of the BT Group against all fines as a result of a judgment by a court of competent jurisdiction that the Reuters Content is defamatory (as that term is understood under the laws of England), obscene, illegal, unlawful or infringes any third party Intellectual Property and that such defamation, obscenity, illegality, unlawfulness or infringement constitutes a criminal offence or quasi-criminal sanction, provided that BT and the other members of the BT Group: |
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breach or those breaches (where capable of remedy) within 60 days of receipt of written notice to do so; | |||||
35.2.2 | to terminate a Connection if BT (or as applicable, any other member of the BT Group) commits a material breach of this Agreement relating to that Connection (or a series of breaches which when taken together are material) which is not related to the payment of charges, and BT fails to remedy that breach or those breaches (where capable of remedy) within 60 days of receipt of written notice to do so; | ||||
(ii) | (except where in Reuters sole opinion (acting reasonably) any such communication with the RGA Customer would have a further detrimental impact on Reuters relationship with that RGA Customer) Reuters has (acting reasonably and in good faith) given BT the opportunity to contact the relevant RGA Customer in order to seek to resolve its concerns (such contact to be, at Reuters request, conducted jointly by Reuters and BT with the Parties agreeing in advance strategy, aims and objectives) and notwithstanding any such contact that RGA Customer has not withdrawn its written request; | ||||
* | |||||
35.2.4 | to terminate an Additional Service if BT (or, as applicable, any other member of the BT Group) commits a material breach of this Agreement relating to the Additional Service (or a series of breaches which when taken together are material) which is not related to the payment of Charges, and BT fails to remedy that breach or those breaches (where capable of remedy) within 60 days of receipt of written notice to do so, unless the specific terms under which that Additional Service is or are provided expressly prohibits partial termination; | ||||
35.2.5 | to terminate that part of the Agreement that BT (or, as applicable, any other member of the BT Group) is not permitted under Applicable Legislation to deliver (and which BT has failed to deliver) in accordance with this Agreement (other than to the extent resulting from: (i) a Force Majeure Event; or (ii) an act or omission of a member of the Reuters Group); | ||||
35.2.6 | to terminate the Agreement if BT (or, as applicable, any other member of the BT Group) commits a material breach of its obligation to pay charges for the Reuters Services and fails to remedy that breach within 90 days of notice to do so (Reuters acknowledging that the non- payment of any invoice disputed in good faith by BT in accordance with this Agreement shall not be treated by the Parties as a breach of payment obligations under this Agreement); |
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* Text has been redacted for confidentiality
35.2.7 | to terminate the Agreement if BT (or, as applicable, any other member of the BT Group) becomes * at any time in the period of * from the Closing Date and such *; | ||||
35.2.8 | to terminate the Agreement if at any time in the period of * from the Closing Date BT (or, as applicable, any other member of the BT Group) *: | ||||
(i) | BT or the relevant member of the BT Group has *; | ||||
(ii) | BT or the relevant member of the BT Group has *; | ||||
(iii) | BT or the relevant member of the BT Group has *; and | ||||
(iv) | Reuters and BT have *; | ||||
35.2.9 | to terminate the Agreement if at any time in the period of five (5) years from the Closing Date any person which is (or which Controls or is Controlled by another company) engaged in or carries on a Reuters Competing Business (and such Reuters Competing Business has had in the twelve (12) months prior to the acquisition a material adverse effect on an activity which is core to the Reuters Groups (excluding the Radianz Group) business activities at the Signing Date) (which effect Reuters can provide reasonable evidence to substantiate) acquires control of BT; or | ||||
35.2.10 | to terminate that part of the Agreement subject to a delay or failure to perform any of BTs obligations due to a Force Majeure Event which continues for more than *. | ||||
35.3 | Without prejudice to the other rights it may have under this Agreement, BT will have the right, forthwith on written notice to terminate this Agreement: |
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* Text has been redacted for confidentiality
35.3.1 | to terminate the Agreement if Reuters (or, as applicable, any other member of the Reuters Group) becomes * at any time in the period of * from the Closing Date and such *; | ||||
35.3.2 | to terminate the Agreement if at any time in the period of * from the Closing Date Reuters (or, as applicable, any other member of the Reuters Group) *: | ||||
(i) | Reuters or the relevant member of the Reuters Group has *; | ||||
(ii) | Reuters or the relevant member of the Reuters Group has *; | ||||
(iii) | Reuters or the relevant member of the Reuters Group has *; and | ||||
(iv) | Reuters and BT have *; | ||||
or | |||||
35.3.3 | to terminate the Agreement if at any time in the period of five (5) years from the Closing Date any person which is (or which Controls or is Controlled by another company) engaged in or carries on a BT Competing Business (and such BT Competing Business has had in the 12 months prior to the acquisition a material adverse effect on an activity which is core to the BT Groups business activities at the Signing Date) (which effect BT can provide reasonable evidence to substantiate) acquires control of Reuters. | ||||
35.4 | In the event that a customer of the Reuters Group has expressed its dissatisfaction with a Reuters Customer Service affected by a breach of this Agreement giving rise to a right of termination for Reuters, Reuters shall notify BT of such dissatisfaction and the Parties shall, acting reasonably and in good faith, discuss ways to remedy such dissatisfaction. For the avoidance of doubt, this Clause 35.4 shall not require Reuters to make any payments to a customer by way of remedy (unless it has first received cleared funds in an amount equal to such payment from BT). |
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* Text has been redacted for confidentiality
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shall not relieve or excuse that Party of responsibility or liability under this Agreement, nor shall performance of that Partys obligations be affected by such appointment, and that Party shall be liable for the acts and omissions of its subcontractors as if they were acts or omissions of that Party. Where a Party subcontracts pursuant to this Clause 45, that Party will be solely responsible for engaging such subcontractors at no additional charge to the other Party. | ||||
45.1.2 | Neither Party shall enter into any subcontract without the other Partys prior written consent (such consent not to be unreasonably withheld or delayed) with a competitor of the other Party or a member of that other Partys Group. | |||
45.1.3 | If a Party becomes engaged in legal proceedings or has had, within the past three years, threatened or actual material legal proceedings with a subcontractor of the other Party it may notify the other Party that it requires that Party to cease using that subcontractor to provide the Services. In such circumstances both Parties shall use all reasonable endeavours to cease the use of that subcontractor to provide the Services as soon as reasonably practicable subject to any minimum contractual term commitments. | |||
45.1.4 | Clause 45.1.2 shall not prevent or restrict BT from entering into a contract with: (i) an individual (or a corporate entity set up by that individual for the purpose of entering into such a contract with BT) to engage that individual in the provision of services to BT in connection with the provision of the Services; (ii) any corporate entity which provided services to Reuters, members of the Reuters Group, Radianz or members of the Radianz Group during the Standard Period; (iii) any entity within the BT Group, including Radianz; or (iv) any person in their capacity as a provider of services to the BT Group as a whole. | |||
45.1.5 | BT expressly acknowledges and understands that the default of any Subcontractor shall not constitute a Force Majeure Event and nor shall it excuse or delay in any way BT from the performance of its obligations hereunder (unless such default of the Subcontractor is itself the result of a Force Majeure Event). | |||
45.1.6 | BT shall ensure that all Subcontractors with whom contracts are entered into after the date hereof are subject to obligations of confidentiality in respect of Reuters Groups Confidential Information that are no less stringent than BT is subject to under this Agreement. | |||
45.2 | Third Party Services | |||
45.2.1 | Where, in a particular jurisdiction, BT finds it necessary (whether for legal, regulatory or licensing reasons), for a Service, or part of a Service, to be provided directly to Reuters or a customer of a member of the Reuters Group by a legal entity other than a member of the BT Group (a "Third Party Service Provider") pursuant to a separate agreement which is not a Local Agreement to this Agreement (a "Third Party Service Agreement"), BT will arrange, on behalf of Reuters, for the Third Party Service to be provided pursuant to a Third |
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46.1.1 | shall be in English and in writing; | |||
46.1.2 | shall be delivered by hand or sent by post or facsimile (e-mail is not permitted); and | |||
46.1.3 | shall be delivered to or sent to the Party concerned at the relevant address or number, as appropriate, and marked as shown in Clause 46.2 (Initial Details of the Parties), subject to such amendments as may be notified from time to time in accordance with this Clause 46 by the relevant Party to the other Party, except that no Party may so notify an address outside England and Wales, | |||
and shall take effect: | ||||
(i) | if delivered, upon delivery; | ||
(ii) | if posted, at the earlier of the time of delivery and (if posted in the United Kingdom by first class registered post) 10.00 a.m. on the second Business Day after posting; or | ||
(iii) | if sent by facsimile, when a complete and legible copy of the communication, whether that sent by facsimile or a hard copy sent by post or delivered by hand, has been received at the appropriate address, |
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In
this Agreement: |
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Additional Services means a Service or Services not being the Existing Services or the New Services which the Parties agree in accordance with Clause 5.3 shall be supplied under this Agreement. At the date of this Agreement, the Parties agree that the services in respect of Nash set out in Schedule 2 Part 3A and the satellite services set out in Schedule 2 Part 3B are each an Additional Service under this Agreement; | ||
Agreed Principles means the principles set out in BS7799. The Parties agree, acting reasonably and in good faith, that they will agree the scope and extent of the application of BS7799 to the New Services; | ||
Applicable Legislation means any and all | ||
(i) | legislation (including statute, statutory instrument, treaty, regulation, directive, by-law, decree) and common law; | |
(ii) | regulatory licence conditions relating to either Party, the Services or the Reuters Services; | |
(iii) | judgments, resolutions, decisions, orders, notices or demands of a competent court, tribunal, regulatory body or governmental authority that have legal effect; and | |
(iv) | codes and mandatory guidelines having legal effect, | |
in each case in any jurisdiction relevant to the Parties, the Services, the Reuters Services or to matters dependent on or affected by the Services or the Reuters Services; |
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Auditor shall have the meaning given to it in Clause 17; |
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Authorised Personnel means employees of Radianz who, at the Closing Date, have authorised access to Reuters internal network (IME) or any other BT Personnel subsequently authorised by Reuters to have such access; | ||
Availability means: | ||
(i) | in respect of the New Services; the time during which New Services operate correctly without failure over the Measurement Period; and | |
(ii) | in respect of the Nash Services, the time during which the Nash Services operate correctly without failure over a calendar month; | |
BT Competing Business means a business which competes with activities that are the same as or substantially similar to any of the activities conducted by or on behalf of BT or a member of BT Group or a member of the Radianz Group as at the Signing Date which are BT Group core business activities, which shall include (without limitation) the provision of: | ||
(i) | communication supply: and | |
(ii) | ICT outsourcing and managed ICT services. | |
but which shall exclude: (a) any other activities the same or substantially similar to activities conducted as at the Signing Date by or on behalf of Reuters or a member of the Reuters Group existing as at the Signing Date; (b) systems integration; and (c) consulting services; |
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BT Failure means a failure by BT to comply with any of its obligations set out in this Agreement; | |||
BT Group means all or any of the following from time to time: BT, its subsidiaries and subsidiary undertakings and any parent undertaking of BT, and all other subsidiaries and subsidiary undertakings of any parent undertaking of BT and member of the BT Group shall be construed accordingly; | |||
BT Group Company means a company that is a member of the BT Group; | |||
BT Premises means premises owned, leased or used by any member of the BT Group or its Subcontractors to provide any part of the Services, excluding any Facility but including any back-up premises retained for disaster recovery or business continuity purposes; | |||
BT Representative means the individual nominated by BT as the representative of BT for the purposes of this Agreement from time to time and any temporary replacement appointed pursuant to Clause 16.2; | |||
BT Supplied Software has the meaning given in Clause 22.4 (BT Supplied Software); | |||
BT System means any hardware, software or network equipment and information technology or communication systems owned or used by a member of the BT Group (including Radianz) or a Subcontractor; | |||
BT Tools has the meaning given in Clause 9.4.2(i) (Deliveries and Maintenance); | |||
Buffer Period means: | |||
a period of one (1) month immediately following the date on which: | |||
(i) | a Migration Failure occurs in respect of the Migration Milestone numbered 1 or 2 in Schedule 4 (Migration Milestones); and | ||
(ii) | a failure occurs by or on behalf of Reuters to provide, deliver or complete the Migration Dependency numbered 1 or 2 in Schedule 9 (Migration Dependencies); and | ||
a period of two (2) months immediately following the date on which: | |||
(iii) | a Migration Failure occurs in respect of the Migration Milestone numbered 3 in Schedule 4 (Migration Milestones); and | ||
(iv) | a failure occurs by or on behalf of Reuters to provide, deliver or complete the Migration Dependency numbered 3A in Schedule 9 (Migration Dependencies). | ||
Business Day means a day (not being a Saturday or Sunday) when banks generally are open in the City of London for the transaction of normal banking business; | |||
Business Transfer Event means the sale, transfer or other divestment, by sale of shares, assets or otherwise, of any member of the Reuters Group or the whole or part of the business of any member of the Reuters Group (which, in each case, is a direct or indirect recipient of the Services); | |||
CEDR means the Centre for Dispute Resolution, London; | |||
CEDR Model Procedure means the CEDR Model Mediation Procedure; |
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Change means an issue, other than an Order, that the parties have agreed (whether expressly in this Agreement or otherwise) shall be progressed and agreed through the Change Control Procedure; | ||
Change Control Procedure means the process set out in Part 1 of Schedule 12 (Change Management); | ||
Closing Date means the date on which the conditions precedent set out in Clause 4 (Conditions Precedent) are satisfied; | ||
Code means Reuters code of conduct and the Reuters electronic communications code and all other reasonable health and safety policies; | ||
Communications Assets means the telecommunications and IT related assets (but excluding, for the avoidance of doubt, software) owned by or leased or licensed to, Reuters or a member of the Reuters Group over which services provided under the Previous NSA were provided to the Reuters Group and its customers during the Standard Period; | ||
Confidential Information has the meaning given in Clause 24.4 (Confidentiality); | ||
Connection means a logical connection (including, where necessary to provide that logical connection, a physical circuit) providing connectivity between a: | ||
(i) | Reuters MTC and a Facility or a facility of a supplier to the Reuters Group; or | |
(ii) | DVB PoP at a BT Premises and a Facility or a facility of a supplier to the Reuters Group, | |
which, in each case, is sufficient to allow the provision of the New Services, and Connected will be interpreted accordingly; | ||
Contract Year means a period of twelve (12) months from the Closing Date and each subsequent anniversary of the Closing Date; | ||
Control means, in relation to a company, the ability of a person to ensure that the activities and business of that body corporate are conducted in accordance with the wishes of that person, and a person shall be deemed to have Control of a company if it possesses or is entitled to acquire the majority of the issued share capital or the voting rights in that company, and Controlled shall be construed accordingly; | ||
Core Jurisdictions means Australia, Austria, Belgium, Canada, Cayman Islands, Channel Islands, France, Germany, Hong Kong, Italy, Japan, Luxembourg, Netherlands, Portugal, Singapore, Spain, Sweden, Switzerland, United Kingdom and United States; | ||
Core Network has the meaning given to it in paragraph 2.1.1 of Schedule 2 Part 1B (New Services); | ||
CRMCs means the Reuters Customer Relationship Management Centres (being a Reuters internal department acting as a central point for customers requesting assistance) and references to CRMC shall mean any one of them; | ||
Customer Operations Manual means the operational handbook provided by BT to Reuters, as amended from time to time; |
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Data Protection Legislation means the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulation 2003, all applicable legislation implementing European Community Directives 95/46 and 2002/58, and all applicable equivalent data protection legislation in any other country where the Services are supplied under this Agreement; | |
Dependencies means the Migration Dependencies and the Services Dependencies; | |
Dispute Resolution Procedure means the procedure described in Clause 18 (Dispute Resolution); | |
Employees means those employees or workers who are, immediately prior to the Closing Date, employed by Reuters or a member of the Reuters Group wholly or mainly in the provision to Reuters and/or the Reuters Group of services equivalent to the Existing Services; | |
Encumbrances means all options, restrictions, liens, mortgages, charges, equities and other encumbrances (whether monetary or not), and all other similar exercisable rights or security interests of any kind whatsoever; | |
Equant means Equant Network Services Limited, a company incorporated in Ireland with its registered address at Garryard House, 25-26 Earlsfort Terrace, Dublin 2, Ireland; | |
Equant PSA means the partner services agreement between Equant and Radianz dated 20 October 2004; | |
Equipment means any equipment owned or leased by BT, a member of the BT Group, or a Subcontractor which relates to the provision of the Services; | |
European Regulations means the Applicable Legislation implementing the provisions of EC Directives nos. 77/187 and 2001/23 or any equivalent or replacement thereof; | |
European Transferring Employees means any Transferring Employees located in a country in which the European Regulations apply; | |
Existing Services means the services set out in Part 1A of Schedule 2 (Services Description) and the services listed in Part 1C to Part 1E (inclusive) of Schedule 2 (Services Description) which relate to those services; | |
Existing Services Contract means any agreement between Reuters (or a member of the Reuters Group) and a third party pursuant to which that third party provides Reuters (or a member of the Reuters Group) with a local tail circuit or hosting services used in the provision of the Existing Services, but only to the extent that the agreement relates to the Existing Services; | |
Exit Assistance has the meaning given in Schedule 15 (Exit Provisions); | |
Exit Notice has the meaning given in Clause 36.2.1; | |
Exit Period means: * |
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* text has been redacted for confidentiality
Exit Services means the Services that are the subject of the Exit Notice; | ||
Expert has the meaning given to it in Clause 18.7 (Further Escalation and Reference to Mediation); | ||
Facilities means, together, the Sites and the facilities of customers of members of the Reuters Group (and Facility shall be construed accordingly); | ||
FGA means a key customer of Reuters Group which is designated by Reuters as being a Focus Group Account from time to time and which is of a reasonably similar nature to those in place as at 22 February 2005; | ||
Force Majeure Event means, in relation to either Party, any of the following events affecting its ability to perform its obligations under this Agreement to the extent such event is beyond such Partys reasonable control: | ||
(i) | strike, lock-out or any other industrial action or labour dispute not solely affecting the personnel of the claiming Party, other members of its Group or (in the case of BT) a Subcontractor; | |
(ii) | act of war (whether declared or undeclared), invasion, armed conflict, or act of foreign enemy, blockade, embargo, revolution, riot, civil commotion, sabotage, terrorism or the threat of sabotage or terrorism; | |
(iii) | act of state or other exercise of sovereign, judicial or executive prerogative by any competent governmental authority, court, tribunal or regulatory body except to the extent that they constitute remedies or sanctions lawfully exercised by such bodies or authorities as a result of any breach by the claiming Party of any Applicable Legislation in effect on the Signing Date; | |
(iv) | Regulatory Change where such Regulatory Change could not be anticipated by a claiming Party (acting in accordance with Good Professional Practice) sufficiently far in advance to adapt appropriately the provision of the affected Service or otherwise to mitigate the impact of the Regulatory Change; | |
(v) | epidemic, plague, explosion, chemical or radioactive contamination or ionising radiation, lightning, a material absence of free love, earthquake, flooding, fire, cyclone, hurricane, typhoon, tidal wave, whirlwind, storm, volcanic eruption and other unusual and extreme adverse weather or environmental conditions or action of the elements, meteorites or objects falling from aircraft or other aerial devices, alien invasion, or the occurrence of pressure waves caused by aircraft or other aerial devices travelling at supersonic speed; or | |
(vi) | act of God. | |
For the avoidance of doubt, a Force Majeure Event affecting a member of the BT Group or a Subcontractor shall, to the extent it affects their ability to perform BTs obligations under this Agreement, be deemed to be a Force Majeure Event affecting BT to that extent and a Force Majeure Event affecting a member of the Reuters Group shall to the extent it affects their ability to perform Reuters obligations under this Agreement, be deemed to be a Force Majeure Event affecting Reuters to that extent; |
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GMC means Reuters General Management Committee being the Reuters Group management committee which is the governing body of the Reuters Group and is responsible for approving all Reuters Group strategies and setting the Reuters Group strategic agenda Reuters General Management Committee; | ||
Global Service Forum means the top level Reuters service oversight group (the objectives of which are set out in paragraph 2 of Schedule 2 Part 1C (Service Management); | ||
Good Professional Practice means good practices, methods and procedures (or one of a range of practices, methods and procedures) which would be adopted by (in respect of BT) a leading operator or (in respect of Reuters) a sophisticated customer exercising in the general conduct of its undertaking that degree of skill, diligence, prudence and foresight which would ordinarily and reasonably be expected from (in respect of BT) a leading operator engaged in the business of providing services which are the same as or substantially similar to the Services or (in respect of Reuters) a sophisticated customer receiving services which are the same as or substantially similar to the Services; | ||
Government means any court, government, regulatory agency or authority (in each case whether international, national or local and in any jurisdiction); | ||
Group means: | ||
(i) | in relation to Reuters, the Reuters Group; and | |
(ii) | in relation to BT, the BT Group. | |
Inaccurate Data has the meaning given to the term in Clause 27.1; | ||
Incident means an event which causes or may cause an interruption to or reduction in the quality or availability of a New Service; | ||
Initial Charges means the charges described as such in Schedule 6 (Service Charges); | ||
Initial Term means eight years and six months from the Closing Date; | ||
Intellectual Property means all intellectual property, including patents, utility models, trade and service marks, trade names, rights in designs, copyright, moral rights, topography rights and rights in databases in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, rights to receive equitable remuneration in respect of any of these and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world; | ||
Inventory means the inventory, in the form, content and detail agreed by the Parties, that is prepared, maintained and updated by the Parties that includes (without limitation) information relating to: (i) Facilities (including the number of them and their location); (ii) number of Connections; (iii) bandwidth of Connections; and (iv) in respect of New Services only, the CPE; | ||
Invoicing Party has the meaning given to it in Clause 29 (Invoicing and Payment); | ||
Key BT Personnel means the BT Personnel and the Radianz personnel identified as such in Schedule 11 (Relationship Management); | ||
LES means the BT LAN Extension Service providing optical fibre connectivity for the interconnection of Local Area Networks (LANs); |
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Legacy Employees means those employees of Reuters and of other members of the Reuters Group as were engaged in the management or provision of the Existing Services during the Standard Period and who remain in the employment of a member of the Reuters Group at the time they are to be made available in accordance with Clause 12 (People); | ||
Local Agreement means any agreement which the Parties agree is required pursuant to Clause 37 (Operation of Local Agreements) to be put in place between either of them and a member of the Reuters Group or a member of the BT Group or between a member of the Reuters Group and a member of the BT Group; | ||
London Stock Exchange means London Stock Exchange plc; | ||
Losses in respect of any matter, event or circumstance means all damages, payments, losses, costs, expenses or other liabilities; | ||
Main Technical Centres or MTC means Reuters places of operation which are known within Reuters as Main Technical Centres or MTCs ; | ||
Maintenance Window means: | ||
(i) | * respect of client Facilities only; and | |
(ii) | in all other cases, * | |
Migration Date means the date of the Final Migration Notice to be delivered under Clause 6.20; | ||
Migration Due Date means the date on which Migration Milestone 4 is required to be achieved as set out in Schedule 4 (Migration Milestones) as such date may be amended from time to time in accordance with this Agreement or, if earlier, the Migration Date; | ||
Migration Dependencies means the actions, circumstances or events identified in Schedule 9 (Migration Dependencies) as Migration Dependencies which need to occur or otherwise be satisfied in order for the migration of the provision of the Services from (i) the existing Radianz frame relay and other networks used during the Standard Period to (ii) BTs MPLS network or other network(s) to take place; | ||
Migration Failure means any failure to meet the Migration Milestones; | ||
Migration LDs means liquidated damages by way of credits against the Service Charges to which Reuters is entitled as a result of any Migration Failure in accordance with Schedule 4 (Migration Plan); | ||
Migration Notice means the notice delivered by BT to Reuters indicating that the migration of provision of a Service via (i) the Radianz frame relay and other network(s) used during the Standard Period to (ii) BTs MPLS network or other IP network(s), has taken place; | ||
Migration Milestones means the milestones set out in Schedule 4 (Migration Milestones); | ||
Migration Plan means the plan of the actions to be conducted by or on behalf of BT and Reuters which need to occur or otherwise be satisfied in order for the migration of the provision of the Services from (i) the existing Radianz frame relay and other networks used during the Standard Period to (ii) BTs MPLS network or other IP network(s) to take place; |
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* text has been redacted for confidentiality
Migration Surcharge means, in respect of a Migration Dependency, the amount that BT is entitled to charge (if any) in accordance with Schedule 9 (Migration Dependencies) for Reuters failure to provide, deliver or complete (or procure the provision, delivery or completion of) that Migration Dependency; | |
MPLS means multi-protocol label switching; | |
Nash Services means the services described in this Schedule 2 Part 3a; | |
New Service Charges means the charges for the New Services calculated in accordance with Schedule 6 (Service Charges); | |
New Service Levels means the service levels described in Part 2 of Schedule 5 (Service Levels and Service Credits); | |
New Services means the services listed in Part 1B of Schedule 2 (Services Description) and the services listed in Part 1C to Part 1E (inclusive) of Schedule 2 (Services Description) which relate to those services, in each case as amended through the Change Control Procedure; | |
Non-Migrating Service means: |
(i) | the FAT services described in paragraph 2.1.4 of Part 1B of Schedule 2 (New Services); and | |
(ii) | Non-Price Book Services; | |
Non-Price Book Services has the meaning given to it in Schedule 6 (Service Charges); | ||
On-ramp Notice means, in respect of a particular Site, a notice that the on-ramp connection for that Site is capable of supporting the highest Service Category required (unless otherwise agreed by the Parties in writing) for the Reuters Customer Services that are hosted at that Site, in relation to which Reuters does not (acting reasonably) raise any objections within ten (10) Business Days of receipt of that notice; | ||
Order means a move, add, change or cancellation in respect of a Connection; | ||
Packet Loss means the percentage of data packets that are not delivered to the intended destination during data transfer, measured as an average over a calendar month in accordance with paragraph 3.3.8 of Schedule 5 Part 2; | ||
Personnel means, in relation to a Party, any director, officer, employee, servant, agent, subcontractor or other personnel employed, used, assigned or engaged by that Party, or in relation to Reuters by any other member of the Reuters Group or, in relation to BT, by any other member of the BT Group or their Subcontractors; | ||
Previous NSA means the network services agreement, between Reuters and Radianz for the supply of telecommunications and data services dated 22 May 2000 which is to be replaced by this Agreement; | ||
Previous RSA means the services agreements between Reuters and Radians and Reuters Americas Inc. and Radianz Americas Inc. for the supply of services by Reuters dated 22 May 2000; | ||
Price Book has the meaning given to it in Schedule 6 (Service Charges); | ||
Price Book Services has the meaning given to it in Schedule 6 (Service Charges); |
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Proceedings means any claims, proceedings, suit and/or action arising out of or in connection with this Agreement; | |
PTT means the in-country supplier of post, telephone and/or telegraphic services in a particular country; | |
Radianz means Radianz Limited, a company incorporated in England (registered number 3918478) whose registered office is at Fleet Place House, 2 Fleet Place, London, EC4M 7RY, England; | |
Radianz Group means all or any of the following, from time to time: Radianz, its subsidiaries and subsidiary undertakings and members of Radianz Group shall be construed accordingly; | |
Ready for Service means, in respect of a Connection, that the Connection is available, successfully tested by BT as capable of meeting the Service Category required for that Connection and available for use by Reuters; | |
Receiving Party has the meaning given to it in Clause 29; | |
Regulatory Change means a change to the Services or the manner in which the Services are delivered, received or used in each case as required by reason of a change in Applicable Legislation; | |
Related Migration Dependency means: |
(i) | in relation to Migration Dependency 1, Migration Milestone 5; | |
(ii) | in relation to Migration Dependency 2, any of Migration Milestones 5 and/or 6; and | |
(iii) | in relation to Migration Dependency 3A and 3B, Migration Milestone 5, 6 and/or 7, | |
(and Related Migration Dependencies shall be construed accordingly); | ||
Related Migration Milestone means: |
(i) | in relation to Migration Milestone 1, any of Migration Dependency 1, 6, Paragraph 2.2 and/or 2.3 of Schedule 9; | |
(ii) | in relation to Migration Milestone 2, any of Migration Dependencies 1, 2, 6, Paragraph 2.2 and/or 2.3 of Schedule 9; and | |
(iii) | in relation to Migration Milestone 3, any of Migration Dependencies 1, 2, 3A, 6, Paragraph 2.2 and/or 2.3 of Schedule 9; | |
(iv) | in relation to Migration Milestone 4, any of Migration Dependencies 1, 2, 3A, 3B, 6, Paragraph 2.2 and/or 2.3 of Schedule 9; | |
(v) | in relation to Migration Milestones 9 and 10, Migration Dependency Paragraph 2.2 of Schedule 9, | |
(and Related Migration Milestones shall be construed accordingly); | ||
Reliefs means any relief, loss, allowance, exemption, set-off, deduction or credit in computing or against profits or taxation; | ||
Replacement Service Provider means Reuters, any member of the Reuters Group, or any third party who will assume responsibility for provision of any service replacing a Service or the Services in place of BT after the termination or expiry of this Agreement; |
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Reuters Assets means the assets owned by a member of the Reuters Group which were used by any member of the Reuters Group or any member of the Radianz Group to provide the services under the Previous NSA, or services equivalent to those services during the Standard Period. | |
Reuters Competing Business means a business which competes with activities that are the same as or substantially similar to any of the activities conducted by or on behalf of Reuters or a member of Reuters Group as at the Signing Date which are Reuters Group core business activities, which shall include (without limitation) the provision of: |
(i) | financial information trading systems; and | |
(ii) | financial information display services, | |
but which shall exclude: (a) any activities the same or substantially similar to activities conducted by or on behalf of BT or a member of the BT Group or the Radianz Group existing as at the Signing Date; (b) systems integration; and (c) consulting services; | ||
Reuters Content means all data and content provided by Reuters, a member of the Reuters Group or its and their employees, agents and subcontractors, which is transmitted using the Services, including data and content produced by third parties and distributed by Reuters or a member of the Reuters Group; | ||
Reuters Customer Service means a service provided by Reuters to any of its customers using any of the Services; | ||
Reuters Failure means a failure by Reuters to comply with any of its obligations set out in this Agreement; | ||
Reuters Group means all or any of the following from time to time: Reuters, its subsidiaries and subsidiary undertakings and any parent undertaking of Reuters, and all other subsidiaries and subsidiary undertakings of any parent undertaking of Reuters and member of the Reuters Group shall be construed accordingly; | ||
Reuters Group Company means a company that is a member of the Reuters Group; | ||
Reuters Information means oral and written information in the possession or control of Reuters or any member of the Reuters Group, and expressly excludes Reuters Content; | ||
Reuters Intellectual Property means Intellectual Property owned by or licensed to Reuters or any member of the Reuters Group (and, where licensed, Reuters or the relevant member of the Reuters Group is freely able to sub-license) that was used in relation to the management or provision of any of the services equivalent to the Existing Services in the Standard Period, and expressly excludes Reuters Content; | ||
Reuters Representative means the individual nominated by Reuters as the representative of Reuters for the purposes of this Agreement and any temporary or permanent replacement appointed in accordance with Clause 16.5 (Reuters Representative); | ||
Reuters Services means the services listed in Schedule 3 (Reuters Services); | ||
Reuters Systems means any hardware, software or network equipment and information technology or communication systems owned or used by a member of the Reuters Group and includes, without limitation, Reuters internal network (IME) and Reuters editorial network; |
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RGA Customers has the meaning given to it in Schedule 4 (Migration Milestones); | |
RFS Notice means a notice delivered by BT to Reuters that a Connection is Ready for Service, in relation to which Reuters does not (acting reasonably) raise any objections that the Connection is not Ready for Service within five (5) Business Days of receipt of that notice; | |
Security Audit has the meaning given to the term in Clause 17.4; | |
Services means the Existing Services, the New Services, the Exit Services and the Additional Services (as such services are amended from time to time in accordance with the Change Control Procedure), and any goods or materials supplied in connection with those services from time to time. For the avoidance of doubt, this does not include services provided under the Previous NSA prior to the Closing Date; | |
Service Acceptance Notice means a notice that a Reuters customer has accepted that a Connection may be used to provide a Reuters Customer Service to that customer; | |
Service Category has the meaning given in paragraph 3 of Schedule 2 Part 1B; | |
Service Charges means the charges for the Services calculated in accordance with Schedule 6 (Service Charges); | |
Service Classes has the meaning give to it in paragraph 6.3 of Schedule 2 Part 1B; | |
Service Commencement Date means in respect of the: |
(i) | Existing Services, the Closing Date; | |
(ii) | New Services, the date on which the migration of the relevant Existing Service occurs; | |
(iii) | Additional Services, the date as is agreed between the Parties for the commencement of those Services and which, for both Nash Services (set out in Schedule 2 Part 3A) and the Satellite Services (set out in Schedule 2 Part 3B) shall be the Closing Date; and | |
(iv) | Exit Services, the date of any Exit Notice. | |
Service Credits means the credits payable to Reuters in accordance with the principles set out in Clause 28 (Service Credits) and Schedule 5 (Service Levels and Service Credits); | ||
Service Desk means BTs service desk as more particularly described in paragraph 7 of Schedule 2 Part 1C; | ||
Service Failure has the meaning given to it in Clause 28.1; | ||
Service Levels means | ||
(i) | in respect of the Existing Services, the service levels set out in Part 1 of Schedule 5 (Service Levels and Service Credits); | |
(ii) | in respect of the New Services the service levels set out in Part 2 of Schedule 5 (Service Levels and Service Credits); and | |
(iii) | in respect of Additional Services, the service levels agreed between the Parties for such Services and which, for both Nash Services (set out in Schedule 2 Part 3A) |
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and the Satellite Services (set out in Schedule 2 Part 3B) shall be the service levels referred to in the relevant Part of that Schedule 2; | ||
Services Performance Report has the meaning given to it in Clause 15 (Reporting to Reuters); | ||
Share Purchase Agreement means the agreement for the sale and purchase of the entire issued share capital of Radianz Limited and Radianz Americas Inc made between Reuters, Blaxmill (Six) Limited, Reuters C LLC, Reuters Americas LLC and BT and dated the same day as this Agreement; | ||
Signing Date means the date of this Agreement; | ||
Site or Sites means the locations at which members of the Reuters Group are located as at the date hereof (as such other locations are replaced from time to time); | ||
Standard Period means the 12 months immediately preceding 31 December 2004; | ||
Subcontractor means any third party supplier of services or products, which BT or other members of the BT Group use to supply the Services from time to time; | ||
Takeover Panel means the Panel on Takeovers and Mergers; | ||
Taxation means and includes all forms of taxation and statutory, governmental, supra-governmental, state, local government or municipal impositions, duties, contributions, deductions, withholdings and levies whether of the United Kingdom or elsewhere whenever imposed; | ||
Telecommunications Services means any telecommunications service of any nature whatsoever anywhere in the world including fixed and mobile voice and data services, pager services, provision of PBXs and voice and data premises equipment, audio and video conferencing, calling cards, satellite services (video and data), provision of routers, fixed handsets, modems, dial in servers, automated call distribution units, voice wiring and data network switching and multiplexing equipment; | ||
Third Party Service Agreement has the meaning given in Clause 45.2 (Third Party Services); | ||
Third Party IP means Intellectual Property licensed to Reuters or any member of the Reuters Group that was used in relation to the management or provision of the Existing Services in the Standard Period or which is reasonably required for the provision of the Existing Services in this Agreement that is not freely sub-licensable by Reuters or the relevant members of the Reuters Group; | ||
Third Party Service Provider has the meaning given in Clause 45.2 (Third Party Services); | ||
Transaction Taxes means value added tax as provided for in the Value Added Tax Act 1994 and any tax similar to that tax imposed in addition to or in substitution for it at the rate(s) from time to time imposed and any equivalent tax (or charge that functions in the same or similar manner as a tax) in the relevant jurisdiction; | ||
Transferring Employees means those Employees who either transfer employment under this Agreement or a Local Agreement, or by agreement between Reuters and BT agree to accept employment with BT or a member of the BT Group under a Local Agreement; and |
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Valid Order means an order for a Connection which satisfies the requirements of paragraphs 2.1 and 2.2 of Schedule 4 (Migration Milestones) (but excluding any order which been cancelled by Reuters prior to it having received an RFS Notice, other than where BT has not progressed the order in accordance with the timescales set out in paragraph 4 of Schedule 5 Part 2). |
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The Parties show their acceptance of the terms of this Agreement, on the date hereof, by signing below:
SIGNED BY | ) | |
duly authorised for and on behalf of | ) | Barry Woodward |
REUTERS LIMITED | ) |
SIGNED BY | ) | |
duly authorised for and on behalf of | ) | Neil Rogers |
BRITISH TELECOMMUNICATIONS | ) | |
PLC | ) |
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Neil Rogers
17th August 2005
Amendment to the Network Services Agreement: joint re-planning exercise
We refer to our recent meeting and also to the Network Services Agreement dated 9 March 2005 between Reuters Limited and British Telecommunications plc (the Agreement). The parties acknowledge that although significant progress has been made with the migration activities under the Agreement, there is a need to undertake certain additional work that was not envisaged as at the Signing Date. Accordingly, the Parties wish to suspend (for a limited period) targets and commitments under the Migration Plan including, in particular, Migration Milestones and corresponding Migration Dependencies under Schedules 4 and 9 of the Agreement respectively. This letter records our agreement as follows:
1 | The Parties agree to work together in good faith to review and reset: (i) the Migration Plan on or before 30th September 2005 (the Re-Planning Date) and (ii) the Migration Milestones and Migration Dependencies (including, without limitation, deleting or amending existing milestones or dependencies, adding further Migration Milestones and/or Migration Dependencies, and revising the applicable due dates) by the Re-Planning Date. | |
2 | From the date of this letter to (i) the revised Migration Plan date (including amendments to the Migration Dependencies and Migration Milestones) under paragraph 1 above, or (ii) the End Date (as described in paragraph 4 below) (the Negotiation Period), whichever is the earlier: | |
(a) | the migration targets and commitments set out in the Migration Plan are hereby suspended; | |
(b) | the Migration Milestones and Migration Dependencies as set out in the Agreement are hereby suspended; and |
Reuters
Limited The Reuters Building South Colonnade Canary Wharf London E14 5EP |
||
Tel (020) 7250 1122 | ||
A subsidiary of Reuters Group Plc – Reg. Office as above – Reg. No. 145516 England |
(c) | each Party hereby agrees to waive any rights it may have against the other under the Agreement arising during the Negotiation Period in respect of such Migration Milestones or Migration Dependencies (as applicable) and such migration targets and commitments set out in the Migration Plan. | |
For the avoidance of doubt, each Party agrees that there is no obligation on the other to pay the Migration Surcharge or Migration LDs (as applicable) in respect of the Negotiation Period. |
3 | The Parties agree, recognising all of the progress achieved by the Parties to date in respect of migration activities under the Agreement, to continue working and maintain momentum towards migration to the New Services, including the activities set out in paragraph 1 (Maintain Momentum) of the Minutes of the BT/Reuters Senior Steering Group Review dated 12th August 2005. | ||
4 | In the unlikely event that the Parties fail to reach agreement on the revised Migration Plan including amendments to the Migration Dependencies and Migration Milestones under paragraph 1 above by 31lst October 2005 or such other date as agreed between the parties (the End Date), the Parties agree that: | ||
(a) | the suspension and waiver under paragraph 2 above shall no longer apply; | ||
(b) | save to the extent varied under paragraph 4 (c) below, migration commitments and targets set out in the Migration Plan shall on and from the End Date be as originally stated in the Agreement as at the Signing Date, subject to any subsequent amendments agreed between the Parties; | ||
(c) | the Migration Milestones and Migration Dependencies shall be amended to read as follows: | ||
i) | where the due date for any Migration Milestone or Migration Dependency obligation falls within the first anniversary of the Closing Date, such due date shall be extended by a duration commensurate with the Negotiation Period; and | ||
ii) | where the due date for any Migration Milestone or Migration Dependency obligation falls within the second anniversary of the Closing Date, such due date shall be extended by a duration commensurate with half the Negotiation Period. | ||
(d) | each Partys rights and obligations in respect of the Migration Surcharge and Migration LDs (as applicable) shall resume from the End Date. |
Reuters
Limited The Reuters Building South Colonnade Canary Wharf London E14 5EP |
||
Tel (020) 7250 1122 | ||
A subsidiary of Reuters Group Plc – Reg. Office as above – Reg. No. 145516 England |
In the event of any
inconsistency between this letter and the Agreement, the provisions of this
letter shall prevail. Capitalised terms are defined either in the Agreement
or this letter. Except as expressly set out in this letter, the Agreement
remains un-amended and in full force and effect. This letter shall be governed
by and construed in accordance with English law.
Please sign and
date the attached copy of this letter to confirm BTs agreement with the
amendments to the Agreement effected by this letter.
Kind regards,
/s/ Barry Woodward
Barry Woodward
for and on behalf of Reuters Limited
I hereby confirm BTs agreement with the amendments to the Agreement effected by this letter.
Signed /s/
Neil
Rogers date 18/8/05
Neil Rogers
for and on behalf of British Telecommunications plc
Reuters
Limited The Reuters Building South Colonnade Canary Wharf London E14 5EP |
||
Tel (020) 7250 1122 | ||
A subsidiary of Reuters Group Plc – Reg. Office as above – Reg. No. 145516 England |
Neil Rogers
29th April 2005
Dear Neil,
Side letter to the Network Services Agreement
I refer to the Network Services Agreement dated 9 March 2005 between Reuters Limited (Reuters) and British Telecommunications plc (BT) (the Agreement). Except where expressly provided otherwise, capitalised terms in this letter shall have the same meaning as given to that term in the Agreement.
Price BookIn accordance with Clause 42.1 of the Agreement, Reuters hereby agrees to extend the date by which BT shall prepare and provide to Reuters the Price Books, as required by paragraph 2.2 of Schedule 6 to the Agreement, until close of business on Friday 13 May.
List of PoPsIn accordance with Clause 42.1 of the Agreement, the Parties hereby agree to extend the date by which the Parties shall agree the list set out in Appendix A to Schedule 2 Part 1B, as required by paragraph 5.4.1 of Schedule 2 Part 1B to the Agreement. The Parties acknowledge that BT has delivered a draft of such list received by Reuters on 28th April 2005 and that Reuters has not had an opportunity to review such draft prior to such date. Accordingly, the Parties agree that they shall now discuss in good faith such draft list with a view to finalising the list by close of business on Friday 13 May.
Satellite novationsIn accordance with Clause 42.1 of the Agreement, the Parties hereby agree that to the extent a Third Party Satellite Contract contracted via Reach, Inmedia or Eutelsat (as such services are described in Appendix A to Schedule 2 Part 3B of the Agreement) is not novated to BT prior to the Closing Date as required by paragraph 4.1 of Schedule 2 Part 3B and such novation is completed by close of business on Friday 27th May, each such novated Third Party Satellite Contract shall become a Novated Satellite Contract and subject to the terms and conditions of the NSA from the date of such novation agreement or (if earlier) the date on which such novation takes effect in accordance with its terms.
Reuters
Limited 85 Fleet Street London EC4P 4AJ |
|||
Tel (020) 7250 1122 | |||
A subsidiary of Reuters Group Plc – Reg. Office as above – Reg No. 145516 England |
2
For the avoidance of doubt, to the extent that Reuters has paid or pays an invoice from a third party provider delivered pursuant to a Novated Satellite Contract in respect of services provided after the Effective Date or (if later) the date on which the applicable novation agreement takes effect (in each case the Novation Date), BT shall, within 30 days of receipt of an invoice from Reuters for the same, reimburse Reuters in full for all amounts paid by Reuters in respect of such services delivered in the period on and/or from the Novation Date.
Nothing in this Letter Agreement shall affect or prejudice BTs right to charge Reuters the charges for Satellite Services in accordance with paragraph 8.1 of Schedule 2 Part 3B from the Novation Date
Without prejudice to the provisions of any novation agreement entered into pursuant to paragraph 4.1 of Schedule 2 Part 3B, with respect to BTs obligations pursuant to paragraph 8.2 of Schedule 2 Part 3B, Reuters hereby irrevocably relieves BT of such obligations in relation to the Third Party Satellite Contracts for Inmedia, Eutelsat and Reach.
Delivery of Satellite EquipmentThe Parties hereby agree to extend the date by which BT shall deliver to Reuters satellite receiver equipment assets pursuant to Clause 22.3.4 of the Agreement from Closing Date until 30th June 2005.
Order ProcessIn accordance with Clause 42.1 of the Agreement, the Parties hereby agree to extend the date by which the Parties shall agree the Order Process, as required by paragraph 1.1 of Schedule 12 Part 2 to the Agreement, until close of business on Friday 27th May 2005.
Security & DRIn accordance with Clause 42.1 of the Agreement, the Parties hereby agree to extend the date by which they shall agree the format of information updates relating to invocation of a disaster recovery plan pursuant to Clause 11.4.2 until 30th June 2005.
In accordance with Clause 42.1 of the Agreement, the Parties hereby agree to extend the date by which BT shall provide Reuters with the security summary document pursuant to paragraph 4.2 of Schedule 2 Part 1D until close of business on Friday 20th May 2005.
IME Editorial ServicesIn accordance with Clause 42.1 of the Agreement, the Parties hereby agree:
(a) | that the liability for providing IME/Editorial Services will not be assumed by BT from Closing Date pursuant to Schedule 13, Paragraph 1.1.6 (i); but that | |
(b) | within six (6) weeks of Closing Date, Reuters and BT will agree a plan to facilitate the handover of the IME/Editorial Services from Reuters to BT (or a |
3
member of the Radianz Group as appropriate) with a view to transferring such IME/Editorial Services from Reuters to BT by [29th July 2005]; and therefore | ||
(c) | the effect of such agreement is that the employment of any of the IME/Editorial Employees who have agreed to accept contracts of employment with BT will transfer to BT in accordance with Schedule 12, Paragraph 1.1.6(ii) or a member of the Radianz Group with effect from the date BT and Reuters agree. In the event that such date is prior to the date on which Reuters and BT agree that BT will assume the IME/Editorial Services in accordance with (b) above, then BT shall make the IME/Editorial Employees available to Reuters in order that Reuters may continue to utilise them to provide the IME/Editorial Services until the date on which BT assumes responsibility for provision of the IME/Editorial Services from Reuters; and | |
(d) | the agreement in (a), (b) and (c) above will not prejudice the remaining provisions of Schedule 13, paragraph 1.1.6. |
This letter shall be governed by and construed in accordance with English Law.
Please sign and date the attached copy of this letter to confirm BTs agreement with the amendments to the Agreement effected by this letter.
Kind regards,
/s/ Barry Woodward
Barry Woodward
for and
on behalf of Reuters Limited
I hereby confirm BTs agreement with the amendments to the Agreement effected by this letter.
Signed /s/ Neil Rogers date 29/4/05
Neil Rogers
for and on behalf of
British Telecommunications plc
Neil Rogers
British Telecommunications plc
81 Newgate
Street
London EC1A 7AJ
31 May 2005
Dear Neil,
Side Letter Number 2 to the Network Services Agreement
I refer to the Network Services Agreement dated 9 March 2005 between Reuters Limited (Reuters) and British Telecommunications plc (BT) (the Agreement). Except where expressly provided otherwise, capitalised terms in this letter shall have the same meaning as given to that term in the Agreement. Each of the matters set out below are amendments to the Agreement in accordance with Clause 42.1 of the Agreement.
Distance insensitivity of tail circuits
For the avoidance of doubt, further to the definition of Price Book Parameter set out in paragraph 1 of Schedule 6 to the Agreement and to the requirements of paragraph 2.1 of Schedule 6 to the Agreement, the Parties hereby agree that the prices allocated for Connections in the Managed Tail Circuit Price Book and the With Tail Circuit Price Book shall be determined without reference to the length of the tail circuit between a Site and the relevant BT Point of Presence (Tail Circuit).
Exception One
However, the Parties agree that no more than once in any 12 month period BT may take an inventory of the average actual lengths of the Tail Circuits and the generic distribution of those Tail Circuit lengths across the globe. BT shall disclose the results of such an inventory to Reuters. In the event that the global distribution of Tail Circuit lengths at the date of the inventory is materially different from the global distribution of Tail Circuit lengths under the Starting Inventory, and such difference is sufficiently out of proportion to the Starting Inventory to have a material adverse impact on BTs costs on a global basis, then BT may raise this matter (acting reasonably and in good faith) at the next meeting of the Joint Management Council. Following that:
(a) | The Parties will enter into good faith negotiations to agree an appropriate revision of the relevant Price Books within 30 days from the date of the meeting of the Joint Management Council (or such other date as agreed between the parties); and | |
(b) | Such revision shall take into account: | |
i. | The actual (or in the case of Exception Two below the proposed) distribution of the Tail Circuit lengths ; |
Reuters Limited | ||
85 Fleet Street | ||
London EC4P 4AJ | Tel (020) 7250 1122 | |
A subsidiary of Reuters Group Plc – Reg. Office as above – Reg No. 145516 England |
2
ii. | The sensitivity of pricing in any city, country or region (as relevant) to the length of Tail Circuits; | |
iii. | The associated increase in BTs costs in any city, country or region (as relevant); | |
iv. | The associated decrease in BTs costs any other city, country or region (as relevant). | |
(c) | Any revision to the Price Book shall come into effect on the first day of the next calendar month following written agreement of the revision (or such other date as agreed between the parties). |
Exception Two
In addition, in the event that Reuters changes its products or sales proposition in a manner which is likely to affect the distribution of Tail Circuits lengths in any country or countries it shall consult with BT in order to mitigate any material adverse impact on either Partys costs. Where either Party considers that the changes will have a material adverse impact on their own costs on a global basis, then either Party may raise this matter (acting reasonably and in good faith) at the next meeting of the Joint Management Council. Following that, the Parties shall follow the procedure set out under paragraphs (a), (b) and (c) above.
Free trials
For the purposes of this Side Letter Number 2, Pre-Provisioned shall mean already physically installed before the date of an order from Reuters to activate the capacity.
Further to Clause 8.7 of the Agreement and Schedule 6 to the Agreement, to encourage existing customers of the members of the Reuters Group (Customers) to take Telecommunications Services from Reuters on the Delivery Network, BT will make Delivery Network capacity available to Customers during the term of the Agreement, without charge to Reuters or Customer, (the Free Trial) in accordance with and subject to the following provisions:
(a) | Reuters may request the activation of this Free Trial to particular Customer Facilities through the standard ordering procedure. |
(b) | Requested capacity must be Pre-Provisioned and available. Moreover, BT does not commit to providing a Free Trial where it has forecast orders for Extranet services that would utilise the identified capacity. BT will notify Reuters promptly of any such unavailability |
(c) | Subject to (b) above, BT will commit to provide at least 20 Free Trials per month if requested by Reuters. |
(d) | All Free Trials shall end after three (3) months from the start of the Free Trial (the Free Trial Period), unless cancelled by the Customer or terminated by Reuters under the terms of the Free Trial agreement beforehand. |
3
(e) | Upon acceptance of a Free Trial order, BT will commit to providing the Free Trial irrespective of other requirements for the capacity that may arise during the Free Trial Availability Period. |
(f) | At the end of the Free Trial Period, BT will begin charging for the capacity as per Schedule 6 to the Agreement (without reference to this Side Letter Number 2) unless notified by Reuters that the Service has ceased. BT shall notify Reuters at least 14 days on advance of its intention to start charging to allow Reuters time to liaise with Customers to determine whether they will cease or continue with the service. |
For the avoidance of doubt, BT shall provide the same support associated with an installation or service upgrade, and meet the same SLA, with regards to any Free Trial as it does for any Service to which standard Service Charges would apply. Moreover, the provision of extra capacity by BT under this Free Trial scheme will not compromise the SLAs of existing customers.
BT & Reuters will monitor the success and costs associated with the Free Trial scheme on an ongoing basis to ensure that it is a successful scheme. Any requirement from either party to change the scheme should be raised and discussed in good faith at the monthly meeting of the Joint Management Council.
General
This letter shall be governed by and construed in accordance with English Law.
Please sign and date the attached copy of this letter to confirm BTs agreement with the amendments to the Agreement effected by this letter.
Kind regards,
/s/ Barry Woodward
Barry Woodward
for
and on behalf of Reuters Limited
I hereby confirm BTs agreement with the amendments to the Agreement effected by this letter.
Signed /s/ Neil Rogers date 2/6/05
Neil Rogers
for and on behalf
of British Telecommunications plc
Neil Rogers
British Telecommunications
plc
81 Newgate Street
London EC1A 7AJ
29 April 2005
Dear Neil,
Amendment to the Network Services Agreement: Security Summary Document
I refer to the Network Services Agreement dated 9th March 2005 between Reuters Limited (Reuters) and British Telecommunications plc (BT) (the Agreement). Except where expressly provided otherwise, capitalised terms in this letter shall have the same meaning as given to that term in the Agreement.
In accordance with Clause 42.1 of the Agreement, the Parties hereby agree to extend the date by which BT shall provide Reuters with the security summary document pursuant to Paragraph 4.2 of Schedule 2 Part 1D until close of business on Wednesday 1st June, 2005.
In accordance with Clause 8.5 of the Agreement, Reuters hereby informs BT that the delay by BT in the provision of such security summary document pursuant to Paragraph 4.2 of Schedule 2 Part 1D may have a detrimental effect on the performance by Reuters of its obligations in respect of the Migration Dependencies under the Agreement.
This letter shall be governed by and construed in accordance with English Law.
Please sign and date the attached copy of this letter to confirm BTs agreement with the amendments to the Agreement effected by this letter.
Kind regards,
/s/ Barry Woodward
Barry Woodward
for and on behalf of Reuters Limited
I hereby confirm BTs agreement with the amendments to the Agreement effected by this letter.
Signed /s/ Neil Rogers date 1/6/05
Neil Rogers
for and on behalf
of British Telecommunications plc
Reuters
Limited 85 Fleet Street London EC4P 4AJ |
Tel (020) 7250 1122 | |
A subsidiary of Reuters Group plc – Reg. Office as above – Reg No. 145516 England |
Neil Rogers
British Telecommunications plc
81 Newgate Street
London EC1A 7AJ
13th May 2005
Dear Neil,Side letter to the Network Services Agreement
I refer to the Network Services Agreement dated 9 March 2005 between Reuters Limited (Reuters) and British Telecommunications plc (BT) (the Agreement). Except where expressly provided otherwise, capitalised terms in this letter shall have the same meaning as given to that term in the Agreement.
Price Book
In accordance with Clause 42.1 of the Agreement, Reuters hereby agrees to extend the date by which BT shall prepare and provide to Reuters the Price Books, as required by paragraph 2.2 of Schedule 6 to the Agreement, until close of business on Friday 20 May.
This letter shall be governed by and construed in accordance with English Law.
Please sign and date the attached copy of this letter to confirm BTs agreement with the amendments to the Agreement effected by this letter.
Kind regards,
/s/ Barry Woodward
Barry
Woodward
for and on behalf of Reuters Limited
I hereby confirm BTs agreement with the amendments to the Agreement effected by this letter.
Signed /s/ Neil Rogers date 13/5/05
Neil Rogers
for and on behalf
of British Telecommunications plc
Reuters
Limited 85 Fleet Street London EC4P 4AJ |
Tel (020) 7250 1122 | |
A subsidiary of Reuters Group PLC. Registered Office 85 Fleet Street London EC4P Reg Number 145516 England |
SLAUGHTER AND MAY | One Bunhill Row |
London EC1Y 8YY | |
T +44(0)20 7600 1200 | |
F +44(0)20 7090 5000 | |
3 May 2005 | |
Barry Woodward | Your reference |
Reuters Limited | Our reference |
85 Fleet Street | RAXS/CAVB |
London | Direct line |
EC4P 4AJ | 0207 090 3463 |
Dear Barry, Side letter to the NSA Further to Closing last week, please find enclosed one original
of the side letter to the Network Services Agreement dated 29 April, 2005.
I should be grateful if you would acknowledge receipt by e-mail. Do let me know if you have any queries. Yours sincerely, Carina Badger
carina.badger@slaughterandmay.com
TN Clark | St JA Flaherty | P Jollifffe | A-A Maggiar | PWH Brien | AJ McClean | DJ Bicknell | JC Cotton | All the Partners in the firm are solicitors except A-A Maggiar and P-P Bruneau who are Avocats à la Cour d'Appel de Paris. |
R Slater | RM Fox | CD Randell | SJ Phillips | JM Fenn | JC Twentyman | CS Cameron | RJ Turnill | |
TA Kinnersley | DT Frank | WSM Robinson | JD Rice | AN Hyman | GN Eaborn | CA Conndlty | WNC Watson | |
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JEF Rushworth | CJ Saunders | SL Edwards | MD Bennett | EF Keeble | HK Griffiths | BJ-PF Louveaux | CNR Jeffs | |
MGC Nicholson | RJ Thornhill | JM Featherby | RD de Carle | KR Davis | STM Lee | MS Rowe | SR Nicholls | |
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NPG Boardman | RNS Grandison | PM Olney | WJ Sibree | NDF Gray | AC Cleaver | R Doughty | DG Watkins | |
M Hughes | CR Smith | PH Stacey | RC Stern | MS Hutchinson | EJD Holden | E Michael | BKP Yu | |
GW James | CP White | CWY Underhill | JR Triggs | SRB Powell | KM Hughes | RR Ogle | ||
EA Codrington | NJ Archer | OA Wareham | EGL Wylde | AG Ryde | G Iversen | SL Paterson | ||
RMG Goulding | AG Ballour | RJ Clark | A Beare | JAD Marks | DR Johnson | PC Snell | ||
ARF Hall | CM Horton | SJ Cooke | JD Boyce | SD Warna-kula-suriya | RE Levitt | HL Davies | ||
AJR Newhouse | EA Barrett | PLR Deckers | MEM Hattrell | DA Wittmann | S Middlemiss | JC Putnis | ||
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Neil Rogers
British Telecommunications plc
81 Newgate Street
London EC1A 7AJ
29th April 2005
Dear Neil,
Side letter to the Network Services Agreement
I refer to the Network Services Agreement dated 9 March 2005 between Reuters Limited (Reuters) and British Telecommunications plc (BT) (the Agreement). Except where expressly provided otherwise, capitalised terms in this letter shall have the same meaning as given to that term in the Agreement.
Price Book
In accordance with Clause 42.1 of the Agreement, Reuters hereby agrees to extend the date by which BT shall prepare and provide to Reuters the Price Books, as required by paragraph 2.2 of Schedule 6 to the Agreement, until close of business on Friday 13 May.
List of PoPs
In accordance with Clause 42.1 of the Agreement, the Parties hereby agree to extend the date by which the Parties shall agree the list set out in Appendix A to Schedule 2 Part 1B, as required by paragraph 5.4.1 of Schedule 2 Part 1B to the Agreement. The Parties acknowledge that BT has delivered a draft of such list received by Reuters on 28th April 2005 and that Reuters has not had an opportunity to review such draft prior to such date. Accordingly, the Parties agree that they shall now discuss in good faith such draft list with a view to finalising the list by close of business on Friday 13 May.
Satellite novations
In accordance with Clause 42.1 of the Agreement, the Parties hereby agree that to the extent a Third Party Satellite Contract contracted via Reach, lnmedia or Eutelsat (as such services are described in Appendix A to Schedule 2 Part 3B of the Agreement) is not novated to BT prior to the Closing Date as required by paragraph 4.1 of Schedule 2 Part 3B and such novation is completed by close of business on Friday 27th May, each such novated Third Party Satellite Contract shall become a Novated Satellite Contract and subject to the terms and conditions of the NSA from the date of such novation agreement or (if earlier) the date on which such novation takes effect in accordance with its terms.
Reuters
Limited 85 Fleet Street London EC4P 4AJ |
Tel (020) 7250 1122 | |
A subsidiary of Reuters Group Plc Reg.Office as above Reg No. 145516 England |
2
For the avoidance of doubt, to the extent that Reuters has paid or pays an invoice from a third party provider delivered pursuant to a Novated Satellite Contract in respect of services provided after the Effective Date or (if later) the date on which the applicable novation agreement takes effect (in each case the Novation Date), BT shall, within 30 days of receipt of an invoice from Reuters for the same, reimburse Reuters in full for all amounts paid by Reuters in respect of such services delivered in the period on and/or from the Novation Date.
Nothing in this Letter Agreement shall affect or prejudice BTs right to charge Reuters the charges for Satellite Services in accordance with paragraph 8.1 of Schedule 2 Part 3B from the Novation Date.
Without prejudice to the provisions of any novation agreement entered into pursuant to paragraph 4.1 of Schedule 2 Part 3B, with respect to BTs obligations pursuant to paragraph 8.2 of Schedule 2 Part 38, Reuters hereby irrevocably relieves BT of such obligations in relation to the Third Party Satellite Contracts for lnmedia, Eutelsat and Reach.
Delivery of Satellite Equipment
The Parties hereby agree to extend the date by which BT shall deliver to Reuters satellite receiver equipment assets pursuant to Clause 22.3.4 of the Agreement from Closing Date until 30th June 2005.
Order Process
In accordance with Clause 42.1 of the Agreement, the Parties hereby agree to extend the date by which the Parties shall agree the Order Process, as required by paragraph 1.1 of Schedule 12 Part 2 to the Agreement, until close of business on Friday 27th May 2005.
Security & DR
In accordance with Clause 42.1 of the Agreement, the Parties hereby agree to extend the date by which they shall agree the format of information updates relating to invocation of a disaster recovery plan pursuant to Clause 11.4.2 until 30th June 2005.
In accordance with Clause 42.1 of the Agreement, the Parties hereby agree to extend the date by which BT shall provide Reuters with the security summary document pursuant to paragraph 4.2 of Schedule 2 Part ID until close of business on Friday 27th May 2005.
IME Editorial Services
In accordance with Clause 42.1 of the Agreement, the Parties hereby agree:
(a) | that the liability for providing IME/Editorial Services will not be assumed by BT from Closing Date pursuant to Schedule 13, Paragraph 1.1.6 (i); but that | |
(b) | within six (6) weeks of Closing Date, Reuters and BT will agree a plan to facilitate the handover of the IME/Editorial Services from Reuters to BT (or a |
3
member of the Radianz Group as appropriate) with a view to transferring such IME/Editorial Services from Reuters to BT by [29th July 2005]; and therefore | |
(c) | the effect of such agreement is that the employment of any of the IME/Editorial Employees who have agreed to accept contracts of employment with BT will transfer to BT in accordance with Schedule 12, Paragraph 1.1 .6(ii) or a member of the Radianz Group with effect from the date BT and Reuters agree. In the event that such date is prior to the date on which Reuters and BT agree that BT will assume the IME/Editorial Services in accordance with (b) above, then BT shall make the IME/Editorial Employees available to Reuters in order that Reuters may continue to utilise them to provide the IME/Editorial Services until the date on which BT assumes responsibility for provision of the lME/Editorial Services from Reuters; and |
(d) | the agreement in (a), (b) and (c) above will not prejudice the remaining provisions of Schedule 13, paragraph 1.1.6. |
This letter shall be governed by and construed in accordance
with English Law. Please sign and date the attached copy of this letter to confirm
BTs agreement with the amendments to the Agreement effected by this
letter. Kind regards, /s/ Barry Woodward I hereby confirm BTs agreement with the amendments to
the Agreement effected by this letter. Signed /s/
Neil Rogers date 24/4/05
for and on behalf of Reuters Limited
Neil Rogers
for and on behalf of British Telecommunications plc
CONTRACT AMENDMENT FORM
This amendment confirms that the Agreement dated 9th March 2005 between BritishTelecommunications plc whose registered office is at 81 Newgate Street, London, EC1A 7AJ and Reuters Limited whose registered office is at The Reuters Building, South Colonnade, Canary Wharf London E14 5EP is hereby amended as follows:
Contract Amendment Form | Change Reference Number: | ||||
Date of Amendment: | Customer Contract Number: | ||||
Details of Proposed Change (including commencement date) | |||||
In consideration of the mutual promises contained in this Amendment, the parties AGREE AS FOLLOWS: | |||||
1. Parts B, C, D and E of Appendix B of Schedule 4 (Migration Milestones) of the Agreement shall be amended by deleting Taiwan from Part D (i.e. countries requiring Service Category of Silver Fast Convergence) and incorporating Taiwan into (i) Part B (i.e. Countries requiring Service Category of Gold Standard), (ii) Part C (i.e. Countries requiring Service Category of Gold Fast Convergence) and (iii) Part E (i.e. Countries requiring Service Category of Gold No Convergence). | |||||
2. Part D of Appendix B of Schedule 4 (Migration Milestones) of the Agreement shall be further amended by incorporating Thailand into Part D (i.e. Countries requiring Service Category of Silver Fast Convergence). | |||||
3. Part E of Appendix B of Schedule 4 (Migration Milestones) of the Agreement shall be amended further by deleting the word Austria and replacing with the word Australia. | |||||
4. In the event of any inconsistency between this Amendment and the Agreement, the provisions of this Amendment shall prevail. Capitalised terms are defined either in the Agreement or this Amendment. Except as expressly set out in this Amendment, the Agreement remains un-amended and in full force and effect. This Amendment shall be governed by and construed in accordance with English law. | |||||
Note: | |||||
This Amendment is not valid unless signed by both BT and Reuters. | |||||
[VALUE OF THIS AMENDMENT]: | |||||
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED | |||||
SIGNED ON BEHALF OF: | SIGNED ON BEHALF OF: | ||||||
BT | Reuters | ||||||
Signature | /s/ Neil Rogers | Signature | /s/ Barry Woodward | ||||
Name | NEIL ROGERS | Name | BARRY WOODWARD | ||||
Title | PRESIDENT, GBM | Title | GLOBAL HEAD OF THE DIVISIONAL TECHNOLOGY GROUP | ||||
Date | 16/11/05 | Date | 6 DECEMBER 2005 |
1
CONTRACT AMENDMENT FORM
This amendment confirms that the Agreement dated 9th March 2005 between British Telecommunications plc whose registered office is at 81 Newgate Street, London, EC1A 7AJ and Reuters Limited whose registered office is at The Reuters Building, South Colonnade, Canary Wharf London E14 5EP is hereby amended as follows:
Contract Amendment Form | Change Reference Number: | |||
Date of Amendment: | Customer Contract Number: | |||
Details of Proposed Change (including commencement date) | ||||
In consideration of the mutual promises contained in this Amendment, the parties AGREE AS FOLLOWS: | ||||
1. Part A (i.e. Countries requiring Service Category of Silver Standard and all Bronze Categories) of Appendix B of Schedule 4 (Migration Milestones) of the Agreement shall be amended incorporating the following additional countries into Part A: Andorra, Fiji. Liechtenstein and Macedonia. |
||||
2. Appendix C (i.e. Countries requiring Service Category of Silver Standard and all Bronze Categories) of Schedule 4 (Migration Milestones) of the Agreement shall be amended by (i) adding Papa New Guinea to the list of countries in Appendix C and (ii) deleting the following countries from Appendix C: Armenia, Barbados, Georgia, Madagascar and Mauritania. | ||||
3. In the event of any inconsistency between this Amendment and the Agreement, the provisions of this Amendment shall prevail. Capitalised terms are defined either in the Agreement or this Amendment. Except as expressly set out in this Amendment, the Agreement remains un-amended and in full force and effect. This Amendment shall be governed by and construed in accordance with English law. | ||||
Note: | ||||
This Amendment is not valid unless signed by both BT and Reuters. | ||||
[VALUE OF THIS AMENDMENT]: | ||||
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED | ||||
SIGNED ON BEHALF OF: | SIGNED ON BEHALF OF: | ||||||
BT | Reuters | ||||||
Signature | /s/ Neil Rogers | Signature | /s/ Barry Woodward | ||||
Name | NEIL ROGERS | Name | BARRY WOODWARD | ||||
Title | Title | GLOBAL HEAD OF THE DIVISIONAL TECHNOLOGY GROUP | |||||
Date | Date | 6 December 2005 |
page 1 of 1
23rd February 2006
Barry Woodward
Reuters Limited
Reuters Building
South Colonnade
Canary Wharf
London
E14 5EP
Dear Barry
Amendment to the Network Services Agreement: joint re-planning exercise further extension
I refer to our jointly agreed further amendment of the 31st January 2005 to the joint re-planning exercise, extending the end of the Negotiation Period to 17th February 2006, and further amending the terms of the Network Services Agreement dated 9th March 2005 between Reuters Limited and British Telecommunications plc (the Agreement).
In view of the fact that the extended end of the Negotiation Period has elapsed, and the parties have not yet reached final agreement on the revised Migration Plan, BT proposes to further extend the End Date, Replanning Date and therefore the end of the Negotiation Period until 14th March 2006 or the date upon which agreement is reached between the parties on the revised Migration Plan, Migration Milestones and Migration Dependences, whichever occurs sooner, in order to provide the parties with a further opportunity to continue to work in good faith to agree mutually acceptable terms associated with such revised Migration Plan.
BT would propose such further extension to the Negotiation Period to be otherwise exactly in accordance with the terms of the original Re-Planning Exercise Letter.
All capitalised terms in this letter not defined herein are defined in the joint re-planning exercise letter dated 17th August 2005 (the Re-Planning Exercise Letter).
If you are in agreement with the above, please sign and date the attached copy of this letter to confirm Reuters agreement to the amendments to the Agreement effected by this letter.
Yours sincerely
/s/ Neil Rogers
Neil Rogers
For and on behalf of BT plc /s/ ____________________ 24/2/06
I hereby confirm Reuters agreement to the amendments to the Agreement effected by this letter.
Signed /s/
Barry Woodward date 24th
Feb
2006
Barry
Woodward
for and on behalf of Reuters Limited
Schedule 2
Services Description
Part 1A
The Existing Services
1 | Service Description | |
1.1 | The Existing Services shall be the services as supplied to the Reuters Group by the Radianz Group prior to the Closing Date, together with: | |
1.1.1 | the requirements for Existing Services in Schedule 2 Parts 1C (Service Management) and 1D (Security Management) and Clause 11.1.1 (Disaster Recovery); and | |
1.1.2 | the requirements referred to in Clause 27 (Inventory). | |
The charges in respect of the Existing Services are more specifically described in Schedule 6 (Service Charges). | ||
1.2 | Without limitation to the generality of paragraph 1.1, the Existing Services shall include: | |
1.2.1 | Frame Relay; | |
1.2.2 | IP; | |
1.2.3 | X.25; | |
1.2.4 | transparent HDLC; | |
1.2.5 | ATM services; | |
1.2.6 | clear channel; | |
1.2.7 | remote dial access; | |
1.2.8 | ISDN (including backup); | |
1.2.9 | Point to point IP service; | |
1.2.10 | RXN (RadianzNet); | |
1.2.11 | Bridge multicast; | |
1.2.12 | FAT services; | |
1.2.13 | hosting services; | |
1.2.14 | exchange collections network; | |
1.2.15 | IME and Editorial Enterprise Network; | |
1.2.16 | support of customer site satellite receiver equipment; | |
1.2.17 | VLAN Switch Support on Reuters client sites; | |
1.2.18 | the services identified as Price Book Services in Part A of Appendix A to Schedule 6 (Service Charges); | |
1.2.19 | the services identified as Non-Price Book Services in Part B of Appendix A to Schedule 6 (Service Charges); and | |
1.2.20 | professional services in respect of the above, | |
in each case to the extent provided by the Radianz Group to the Reuters Group prior to the Closing Date. | ||
2 | Quality and Scope of Existing Services | |
Each of the Existing Services shall be provided to at least the same level of service and to the same extent (including, without limitation, geographical extent, bandwidth and product mix) as each such Existing Service was provided by the Radianz Group to the Reuters Group during the Standard Period or if the Service was first provided after the Standard Period, to the same level and extent it was provided in the period prior to Closing Date. | ||
3 | General | |
If Reuters believes that a service should be an Existing Service and BT believes, having made reasonable enquiries, that such service is not an Existing Service, BT shall not be under an obligation to provide such service to Reuters unless and until Reuters has supplied evidence to BTs reasonable satisfaction of prior provision of such service by the Radianz Group to the Reuters Group prior to the Closing Date. |
Schedule
2
Services Description
Part
1B
New Services
1 | Definitions | |||
For the purposes of this Schedule, capitalised terms shall have the following meanings | ||||
Enterprise Network has the meaning given to it in paragraph 2.1; | ||||
Delivery Network has the meaning given to it in paragraph 2.1; | ||||
2 | Physical Networks | |||
2.1 | The New Services are the four areas below: | |||
2.1.1 | Core Network (Platinum ring). Core Network is a dedicated network that: | |||
(i) | connects the Main Technical Centres as at Migration Date (up to a maximum of * in total); and | |||
(ii) | supports connectivity for IDN, BDN, Dealing & Matching and DECNet core network. | |||
2.1.2 | Enterprise Network (IME and editorial): A network that: | |||
(i) | connects the Main Technical Centres to all other Sites; and | |||
(ii) | supports operations, product development and enterprise services, but is not directly involved in product delivery to Customers Facilities. | |||
2.1.3 | Delivery Network (Customer network): A network that: | |||
(i) | connects Customer Facilities to Main Technical Centres, either directly or via collocation facilities; | |||
(ii) | can provide Connections (a) between Facilities and (b) between Main Technical Centres. | |||
2.1.4 | The Non-Migrating Services are Existing Services that shall be retained after the Migration Date and shall be deemed to be New Services from that date. The Fast Access Terminal (FAT) network is one such Non-Migrating Service and will be retained as asynchronous presentation in a limited number (no more than 50) of Facilities, at Reuters request. Those FATs which are not retained as asynchronous will be migrated to either the Enterprise or Delivery network during the period between the Closing Date and the Migration Date. | |||
2.2 | The Core Network is an ATM or equivalent network which provides connectivity between the Main Technical Centres, with optional IP presentation. | |||
2.3 | The Enterprise Network and Delivery Network are IP networks. |
* Text has been redacted for confidentiality
2
3 | Service Categories | ||
Each Connection provided as part of a New Service shall have a Service Category attributed to it. Nine non-exhaustive Service Categories have been defined to support the delivery of Reuters Customer Services to Customers. Against each Service Category, the following represents a typical configuration: | |||
3.1.2 | Platinum (Platinum Ring Only): * availability, to have the Service Levels as set out in Schedule 5 Part 2 (Service Levels & Service Credits); | ||
3.1.3 | Gold Service Categories: * availability achieved with * CPE and * POP and * Connections, to have the Service Levels as set out in Schedule 5 Part 2 (Service Levels & Service Credits); | ||
3.1.4 | Silver Service Categories: * availability achieved with * CPE and * POP and * Connections, to have the Service Levels as set out in Schedule 5 Part 2 (Service Levels & Service Credits); | ||
3.1.5 | Bronze+: * availability achieved with * CPE and * POP with Connection between CPE & POP and digital dial-backup, and to have the Service Levels as set out in Schedule 5 Part 2 (Service Levels & Service Credits); and * | ||
3.1.6 | Bronze: * availability achieved with * CPE and * POP with * Connection between CPE & POP, and to have the Service Levels as set out in Schedule 5 Part 2 (Service Levels & Service Credits). | ||
4 | Geographical Capability | ||
4.1 | BT will provide Reuters with tiered network levels of service that vary in cost, uptime and performance by geography. | |||
4.2 | There are six Facility groups defined as follows: | |||
4.2.1 | Reuters MTCs; | |||
4.2.2 | Sites which are not MTCs (known commonly as Reuters Business Locations); | |||
4.2.3 | Customer Facilities and other Facilities: | |||
(i) | Group A - Major financial centres, full-tick IDN delivery locations; | |||
(ii) | Group B - Other key financial centres to Customer Distribution; | |||
(iii) | Group C - Other Reuters Facilities and financial centres; | |||
(iv) | Group D - All other Facilities. | |||
The Appendix to Schedule 5 Part 2 lists the locations covered by each of the above groups. For the avoidance of doubt, any one location may be covered by more than one such group. | ||||
4.3 | Service Categories shall be available to the Facilities groups in accordance with the following table: |
* text has been redacted for confidentiality
3
Reuters | Reuters | Group A | Group B | Group C | Group D | |
MTCs | Business | |||||
Locations | ||||||
Platinum | * | * | * | * | * | * |
Gold Fast Converge | * | * | * | * | * | * |
Gold Standard | * | * | * | * | * | * |
Gold No Converge | * | * | * | * | * | * |
Silver Fast Converge | * | * | * | * | * | * |
Silver Standard | * | * | * | * | * | * |
Silver No Converge | * | * | * | * | * | * |
Bronze + | * | * | * | * | * | * |
Bronze | * | * | * | * | * | * |
5 | New Service Boundary | ||
5.1 | Enterprise & Delivery Network Service Boundary | ||
The Service boundary for Facilities shall be at the Reuters or Customer (as appropriate) facing Ethernet port on the final BT-provided CPE. See Diagram 1 at Appendix B. | |||
5.2 | Core Network Service Boundary | ||
The Service boundary for the Core Network will be either an ATM or Ethernet interface. See Diagram 2 at Appendix B. | |||
5.3 | Direct Connect | ||
The Service Boundary for the Direct Connect network is described in Diagram 3 at Appendix B. | |||
5.4 | Boundary for IDN DVB POP | ||
5.4.1 | When requested by Reuters, BT will house a Reuters-provided satellite dish and related server equipment within a BT Point of Presence (POP) set out in the list in Appendix A (or a list substantially the same as that in Appendix A) and use terrestrial services to deliver MPLS connectivity to a Facility, using (without limitation) that dish. The Parties will work together in good faith to complete the list currently set out in Appendix A by the Closing Date, and thereafter if not completed by that date. | ||
5.4.2 | Demarcation points in such circumstances will be the end of Reuters-supplied cables from the racks to the input port of the first item of BT-provided Equipment, unless otherwise agreed in writing. | ||
5.4.3 | BT shall provide environmental support for the IDN DVB POP rack and equipment and, on request from Reuters, BT shall: |
* text has been redacted for confidentiality
4
(i) | power cycle Reuters equipment within the POP; | |||
(ii) | connect the end of the Reuters-supplied cables to the BT communications equipment and power supplies; and | |||
(iii) | such other services as may from time to time be agreed between the Parties. | |||
6 | Service Differentiation | |||
6.1 | The final design for Connections on the Enterprise and Delivery Networks will be agreed between the Parties as appropriate, but (subject to agreement otherwise between the Parties otherwise) the design will achieve as a minimum the following four criteria (or equivalent): | |||
6.1.1 | Service Category being the category in respect of the relevant Service Levels for the Service as set out in the table in paragraph 3.1.1 of Schedule 5 Part 2; | |||
6.1.2 | Service Class (as defined in paragraph 6.3); | |||
6.1.3 | IP level. Traffic would be classified based on any combination of: | |||
(i) | Source Address and mask; | |||
(ii) | Destination Address and mask; | |||
(iii) | Protocol number; | |||
(iv) | TCP/UDP source or destination port numbers; and | |||
for the avoidance of doubt, there will be at least one IP level for each Reuters Customer Service; and | ||||
6.1.4 | required bandwidth allocation. | |||
6.2 | The design for the Platinum Network shall be agreed by the Parties acting reasonably and in good faith and shall be fixed for the term of the Agreement (unless as otherwise agreed between the Parties in writing). | |||
6.3 | Within the Enterprise Network and the Delivery Network, all connections of each Reuters Product Group (meaning a collection of services delivered to Customers by Reuters which share common network and security requirements such that they can be treated as a single service for analysis purposes) will be consolidated into one of a number of Service Classes (up to a maximum of 25 Service Classes). Service Classes means classes of services each of which have unique attributes which allow them to be differentiated from each other in terms of attributes such as priority to the extent reasonably possible. Initially, eight Service Classes will be provided (as per paragraphs 6.5 and 6.6): | |||
a) | BDN | |||
b) | IDN | |||
c) | FX Transactions | |||
d) | Equity Transactions | |||
e) | Reuters Hosted Product Delivery | |||
f) | MDN |
5
g) | Management | |||
h) | Reuters Hosted Inter-Data Centre Connectivity | |||
6.4 | For the avoidance of doubt, the above criteria permit more than one Service Class per Reuters Product Group or multiple Reuters Product Groups per Service Class. | ||
6.5 | Each Service Class will be assigned a guaranteed bandwidth on a per-Facility basis (for example, for Site A, web services could be assigned 64k and IDN/BDN 128k, whilst on site B web services could be assigned 128k and IDN/BDN 192k). In each case, the Customer Facility will have a total bandwidth into the network of the sum of the bandwidths guaranteed to the Service Classes for that Facility, for Site A 192k, and Site B 320k. Each Service Class will be guaranteed its guaranteed bandwidth, and will have access to bandwidth not in use by other Services Classes. | ||
6.6 | It must be possible and BT shall provide at Reuters request a Service Class which is allocated a fixed bandwidth that cannot be affected by any other Service Class or burst out of its allocated bandwidth. | ||
7 | Switch Installation | ||
If a Customer requires a switch in connection with its receipt of New Services under this Agreement, Reuters shall if required order such switch and relevant support services via the price book in Schedule 6 (Service Charges). | |||
8 | Hosted RSS | ||
8.1 | If mutually agreed between the Parties (acting reasonably and in good faith) that it is beneficial to install RSS servers for the purpose of distributing IDN data in a BT PoP then Reuters will supply the necessary equipment, BT will house that equipment in such BT PoP at no additional charge, Reuters will remotely manage that equipment and BT will provide such services as set out in paragraph 5.4.2. | ||
9 | Generic CPE Specification | ||
9.1 | At each Facility BT shall provide the following minimum CPE specifications: | ||
9.1.1 | Main Technical Centre: A bespoke design per MTC, allocating sufficient ports as necessary to deliver the Services in accordance with the applicable Service Levels. The equipment delivered by BT shall consist of, as a minimum, routers and ATM switches, with the number of LAN switches deemed necessary by BT to interconnect the BT equipment. | ||
9.1.2 | All other Facilities: In all cases, an Ethernet interface on a Customer-facing BT supplied device, typically a router, but in certain configurations a LAN switch will be provided of varying speed and interface type. The CPE interface will also support an IEEE 802.1q VLAN interface. Where X.25 is being supported, the X.25 interface will be a serial port acting as an X.25 DCE. | ||
9.2 | The CPE will support the Internet Protocol (IP) as the Customer access protocol and the protocol into the network. The only additional protocols supported are X.25 for Contributions and DECNet between the MTCs. |
6
10 | IP Addressing | ||
Unless otherwise agreed between the Parties, the IP Addressing for Services will continue to be provided as they were for the Existing Services. | |||
11 | Domain Name Services (DNS) | ||
11.1 | Unless otherwise agreed, the DNS for Services will continue to be provided as they were for the Existing Services. However, DNS may be migrated over time to a new DNS software version or may be replaced by a new software product, in each case as agreed with Reuters from time to time (such agreement not to be unreasonably withheld) at no additional cost to Reuters. The capacity delivered will be baselined at the existing number of DNS lookups and a growth of a maximum of 20% per annum is permitted without additional cost to Reuters. | ||
12 | X.25 Contributions | ||
12.1 | Some Customers contribute data to IDN via X.25. An IP-based option is available and Customers are being actively migrated to it by Reuters to the extent that those Customers wish to be upgraded to an IP network. If Customers do not wish to be upgraded to the IP-based option, Reuters will continue to require X.25 support for such Customers. Where appropriate to meet this requirement, BT will provide an X.25 DCE logical interface at the Customer Facility presented on an RS232 physical interface. | ||
12.2 | At the appropriate Main Technical Centres, BT will provide an X.25 DCE logical interface at the Customer Facility presented on a V.11 physical interface. | ||
13 | Convergence | ||
13.1 | Gold and Silver No Converge: certain Service Classes (e.g. IDN and BDN) require connectivity on Connections which do not reroute on to each other. In this configuration, traffic is sent to the Customer Facility as two identical streams of data. Each of these is routed down a different physical Connection to the Customer Facility. Under failure of one of these Connections, the IDN and BDN traffic which was transported down that Connection must not be re-routed onto the remaining Connection. Separation within the IP network is not required. | ||
13.2 | Gold and Silver Fast Converge: This Service Level provides a resilient Service path made up of two different physical Connections (e.g. for Matching). In the event of a failure of the Connection carrying the data stream, the traffic which was transported down that Connection must be re-routed down the other Connection * of the failure occurring. | ||
13.3 | Gold and Silver Standard: This Service Level provides a resilient Service path in the same manner as Gold and Silver Fast Converge, provided that, in the event of a failure of the Connection carrying the data stream, the traffic which was transported down that Connection must be re-routed down the other Connection within the applicable time period set out in Schedule 5 Part 2 (Service Levels and Service Credits New Services). | ||
13.4 | Bronze Categories: The Service paths for this Service Level are made up of only one Connection, so convergence is not applicable. |
* text has been redacted for confidentiality
7
14 | Carriers | ||
14.1 | At Reuters prior written request, and where BT has not already contracted with a specific local carrier, BT shall contract with such Reuters requested carrier subject to payment of reasonable incremental charges. | ||
14.2 | BTs obligation to meet the relevant Service Levels shall be limited to the service levels that the local carrier has contractually committed to BT to achieve. BT shall as soon as reasonably practicable notify Reuters in writing of any such impact (or anticipated impact) on the Service Levels. | ||
15 | Inventory | ||
BT shall comply with the requirements referred to in Clause 27 (Inventory). |
8
Appendix A
DVB PoP Sites
Schedule
2 Part 1B - Appendix 1
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BTGold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | SiteAddress | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address field contents 'New Node to be installed based on Reuters requirements' indicates that node is not installed but planned based on Reuters' requirements | N/A | N/A | |||||||||||||
BT | EMEA | Albania | * | * | * | Tirana | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Algeria | * | * | * | Algiers | * | * | * | * | * | * | * | * | Y |
RAM | Argentina | * | * | * | Buenos Aires | * | * | * | * | * | * | * | * | * | |
Armenia | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
BT | APAC | Australia | * | * | * | Adelaide | * | * | * | * | 138.600078 | - 34.932434 | * | * | Y |
BT | APAC | Australia | * | * | * | Brisbane | * | * | * | * | 153.028995 | - 27.466653 | * | * | Y |
BT | APAC | Australia | * | * | * | Melbourne | * | * | * | * | 144.961799 | - 37.819032 | * | * | Y |
APAC | Australia | * | * | * | Melbourne | * | * | * | * | * | * | * | * | * | |
BT | APAC | Australia | * | * | * | Perth | * | * | * | * | 115.864387 | - 31.957238 | * | * | Y |
BT | APAC | Australia | * | * | * | Sydney | * | * | * | * | 151.21 | - 33.8648 | * | * | Y |
BT | APAC | Australia | * | * | * | Sydney | * | * | * | * | 151.205 | - 33.8646 | * | * | Y |
BT | EMEA | Austria | * | * | * | Lamprechtshausen | * | * | * | * | 12.9562 | 47.9924 | * | * | Y |
BT | EMEA | Austria | * | * | * | Wien | * | * | * | * | 16,411881 | 48,279143 | * | * | Y |
* text has been redacted for confidentiality
9
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
Azerbaijan | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
BT | EMEA | Bahrain | * | * | * | Manama | * | * | * | * | * | * | * | * | Y |
BT | APAC | Bangladesh | * | * | * | Dhaka | * | * | * | * | 91.8333 | 22.35 | * | * | Y |
Belarus | * | * | * | * | * | * | * | * | * | * | * | * | |||
BT | EMEA | Belgium | * | * | * | Antwerp | * | * | * | * | 4.39983 | 51.2271 | * | * | Y |
BT | EMEA | Belgium | * | * | * | Antwerp | * | * | * | * | 4.41739 | 51.1993 | * | * | Y |
BT | EMEA | Belgium | * | * | * | Brussels | * | * | * | * | 4.45446 | 50.8835 | * | * | Y |
BT | EMEA | Belgium | * | * | * | Charleroi | * | * | * | * | 4.42911 | 50.4066 | * | * | Y |
BT | EMEA | Belgium | * | * | * | Gent | * | * | * | * | 3.70443 | 51.0377 | * | * | Y |
BT | EMEA | Belgium | * | * | * | Hasslet | * | * | * | * | 5.31282 | 50.9345 | * | * | Y |
BT | EMEA | Belgium | * | * | * | Kortrijk | * | * | * | * | 3.22633 | 50.8102 | * | * | Y |
BT | RAM | Belgium | * | * | * | Leige | * | * | * | * | 5.44951 | 50.6588 | * | * | Y |
BT | EMEA | Belgium | * | * | * | Leuven | * | * | * | * | 4.71668 | 50.8781 | * | * | Y |
BT | EMEA | Belgium | * | * | * | Mons | * | * | * | * | 3.93786 | 50.4509 | * | * | Y |
BT | EMEA | Belgium | * | * | * | Namur | * | * | * | * | 4.8275 | 50.4563 | * | * | Y |
* text has been redacted for confidentiality
10
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | RAM | Bermuda | * | * | * | Hamilton | * | * | * | * | 64.6833 | 33.6667 | * | * | Y |
Bolivia | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
Botswana | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
BT | RAM | Brazil | * | * | * | Sao Paulo | * | * | * | * | 46.6333 | 23.55 | * | * | Y |
BT | EMEA | Bulgaria | * | * | * | Sofia | * | * | * | * | 23.3333 | 42.7 | * | * | Y |
Cameroon | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
Canada | * | * | * | Montreal | * | * | * | * | * | * | * | * | * | ||
BT | RAM | Canada | * | * | * | Toronto | * | * | * | * | – 79.3838 | 43.645 | * | * | Y |
Cape Verde | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
BT | RAM | Chile | * | * | * | Santiago | * | * | * | * | 70.7 | 33.45 | * | * | Y |
China | * | * | * | Beijing | * | * | * | * | * | * | * | * | * | ||
BT | APAC | China | * | * | * | Guangzhou | * | * | * | * | * | * | * | * | N |
BT | APAC | China | * | * | * | Shanghai | * | * | * | * | 121.2 | 31.2 | * | * | N |
BT | RAM | Colombia | * | * | * | Bogota | * | * | * | * | 74.0833 | 4.6 | * | * | Y |
Costa Rica | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
BT | EMEA | Croatia | * | * | * | Zagreb | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Cyprus | * | * | * | Nicosia | * | * | * | * | * | * | * | * | Y |
* text has been redacted for confidentiality
11
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
Czech | * | * | * | * | * | * | * | * | * | * | * | * | |||
BT | EMEA | Republic | * | * | * | Prague | * | * | * | * | 14.4794 | 50.0584 | * | * | Y |
Czech | * | * | * | * | * | * | * | * | * | * | * | * | |||
BT | EMEA | Republic | * | * | * | Prague | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Denmark | * | * | * | Copenhagen | * | * | * | * | 12.2853 | 55.6752 | * | * | Y |
BT | EMEA | Denmark | * | * | * | Glostrup_Telehouse | * | * | * | * | 12.4018 | 55.686 | * | * | Y |
Dominican | * | * | * | * | * | * | * | * | * | * | * | * | |||
Republic | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
Ecuador | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
BT | EMEA | Egypt | * | * | * | Cairo | * | * | * | * | 31.3333 | 29.8667 | * | * | Y |
El Salvador | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
BT | EMEA | Estonia | * | * | * | Talinn | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Finland | * | * | * | Espoo | * | * | * | * | 12.394 | 41.873 | * | * | Y |
BT | EMEA | Finland | * | * | * | Helsinki | * | * | * | * | 24.945 | 60.1962 | * | * | Y |
BT | EMEA | France | * | * | * | Amiens | * | * | * | * | -0.051349 | 49.8989 | * | * | Y |
BT | EMEA | France | * | * | * | Angouleme | * | * | * | * | -2.19113 | 45.6463 | * | * | Y |
BT | EMEA | France | * | * | * | Annecy | * | * | * | * | 3.7941 | 45.8884 | * | * | Y |
BT | EMEA | France | * | * | * | Avignon | * | * | * | * | 2.49754 | 43.942 | * | * | Y |
BT | EMEA | France | * | * | * | Bayonne | * | * | * | * | -3.79742 | 43.4856 | * | * | Y |
BT | EMEA | France | * | * | * | Belfort | * | * | * | * | 4.51792 | 47.6424 | * | * | Y |
BT | EMEA | France | * | * | * | Besancon | * | * | * | * | 3.67569 | 47.2611 | * | * | Y |
BT | EMEA | France | * | * | * | Beziers | * | * | * | * | 0.897219 | 43.3485 | * | * | Y |
BT | EMEA | France | * | * | * | Bordeaux | * | * | * | * | -2.89581 | 44.8645 | * | * | Y |
BT | EMEA | France | * | * | * | Bourges | * | * | * | * | 0.061594 | 47.0779 | * | * | Y |
BT | EMEA | France | * | * | * | Brest | * | * | * | * | -6.83985 | 48.4086 | * | * | Y |
BT | EMEA | France | * | * | * | Caen | * | * | * | * | -2.70862 | 49.1844 | * | * | Y |
BT | EMEA | France | * | * | * | Calais | * | * | * | * | -0.468499 | 50.9523 | * | * | Y |
BT | EMEA | France | * | * | * | Cherbourg | * | * | * | * | -3.95776 | 49.6409 | * | * | Y |
BT | EMEA | France | * | * | * | Clermont Ferrand | * | * | * | * | 0.776155 | 45.7871 | * | * | Y |
* text has been redacted for confidentiality
12
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | France | * | * | * | Dijon | * | * | * | * | 2.69623 | 47.333 | * | * | Y |
BT | EMEA | France | * | * | * | Grenoble | * | * | * | * | 3.37819 | 45.1842 | * | * | Y |
BT | EMEA | France | * | * | * | La Rochelle | * | * | * | * | -3.51356 | 46.1619 | * | * | Y |
BT | EMEA | France | * | * | * | Le Havre | * | * | * | * | -2.20479 | 49.4971 | * | * | Y |
BT | EMEA | France | * | * | * | Le Mans | * | * | * | * | -2.1403 | 47.9816 | * | * | Y |
BT | EMEA | France | * | * | * | Lille | * | * | * | * | 0.735055 | 50.6284 | * | * | Y |
EMEA | France | * | * | * | Lille | * | * | * | * | * | * | * | * | * | |
BT | EMEA | France | * | * | * | Limoges | * | * | * | * | -1.05947 | 45.8581 | * | * | Y |
BT | EMEA | France | * | * | * | Lorient | * | * | * | * | -5.71564 | 47.75 | * | * | Y |
EMEA | France | * | * | * | Lyon | * | * | * | * | * | * | * | * | * | |
BT | EMEA | France | * | * | * | Lyon | * | * | * | * | 2.499 | 45.7578 | * | * | Y |
BT | EMEA | France | * | * | * | Macon | * | * | * | * | 2.49063 | 46.3056 | * | * | Y |
BT | EMEA | France | * | * | * | Marseille | * | * | * | * | 3.06539 | 43.2821 | * | * | Y |
EMEA | France | * | * | * | Marseille | * | * | * | * | * | * | * | * | * | |
BT | EMEA | France | * | * | * | Metz | * | * | * | * | 3.85753 | 49.1044 | * | * | Y |
BT | EMEA | France | * | * | * | Montelimar | * | * | * | * | 2.40954 | 44.5545 | * | * | Y |
BT | EMEA | France | * | * | * | Montpellier | * | * | * | * | 1.53739 | 43.6099 | * | * | Y |
BT | EMEA | France | * | * | * | Mulhouse | * | * | * | * | 4.98867 | 47.7533 | * | * | Y |
BT | EMEA | France | * | * | * | Nancy | * | * | * | * | 3.83766 | 48.6877 | * | * | Y |
BT | EMEA | France | * | * | * | Nantes | * | * | * | * | -3.89912 | 47.2367 | * | * | Y |
EMEA | France | * | * | * | Nantes | * | * | * | * | * | * | * | * | * | |
BT | EMEA | France | * | * | * | Nevers | * | * | * | * | 0.823062 | 46.9852 | * | * | Y |
Nice (Sofia | |||||||||||||||
EMEA | France | * | * | * | Antipolis) | * | * | * | * | * | * | * | * | * | |
BT | EMEA | France | * | * | * | Nice | * | * | * | * | 4.91372 | 43.7018 | * | * | Y |
BT | EMEA | France | * | * | * | Orleans | * | * | * | * | -0.424367 | 47.8733 | * | * | Y |
BT | EMEA | France | * | * | * | Paris | * | * | * | * | * | * | * | * | Y |
BT | EMEA | France | * | * | * | Paris | * | * | * | * | 0.010277 | 48.859 | * | * | Y |
BT | EMEA | France | * | * | * | Paris - Le Capitole | * | * | * | * | -0.121641 | 48.8866 | * | * | Y |
EMEA | France | * | * | * | Paris | * | * | * | * | * | * | * | * | * | |
BT | EMEA | France | * | * | * | Paris - Massy | * | * | * | * | -0.066622 | 48.7263 | * | * | Y |
BT | EMEA | France | * | * | * | Perpignan | * | * | * | * | 0.568023 | 42.6986 | * | * | Y |
BT | EMEA | France | * | * | * | Poitiers | * | * | * | * | -1.96574 | 46.5851 | * | * | Y |
* text has been redacted for confidentiality
13
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | France | * | * | * | Puteaux | * | * | * | * | -0.097864 | 48.8823 | * | * | Y |
BT | EMEA | France | * | * | * | Reims | * | * | * | * | 1.71876 | 49.2531 | * | * | Y |
BT | EMEA | France | * | * | * | Rennes | * | * | * | * | -4.02442 | 48.1144 | * | * | Y |
BT | EMEA | France | * | * | * | Rouen | * | * | * | * | -1.24555 | 49.4412 | * | * | Y |
BT | EMEA | France | * | * | * | St Etienne | * | * | * | * | 2.03072 | 45.4255 | * | * | Y |
EMEA | France | * | * | * | Strasbourg | * | * | * | * | * | * | * | * | * | |
BT | EMEA | France | * | * | * | Strasbourg | * | * | * | * | 5.42056 | 48.5709 | * | * | Y |
BT | EMEA | France | * | * | * | Toulon | * | * | * | * | 3.59734 | 43.1362 | * | * | Y |
EMEA | France | * | * | * | Toulouse | * | * | * | * | * | * | * | * | * | |
BT | EMEA | France | * | * | * | Toulouse | * | * | * | * | -0.903634 | 43.6005 | * | * | Y |
BT | EMEA | France | * | * | * | Tours | * | * | * | * | -1.64135 | 47.3944 | * | * | Y |
BT | EMEA | France | * | * | * | Troyes | * | * | * | * | 1.73897 | 48.2927 | * | * | Y |
BT | EMEA | France | * | * | * | Valenciennes | * | * | * | * | 1.17735 | 50.3622 | * | * | Y |
BT | EMEA | France | * | * | * | Venissieux | * | * | * | * | * | * | * | * | Y |
BT | Georgia | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | |
BT | EMEA | Germany | * | * | * | Aachen | * | * | * | * | 6.127614975 | 50.7803497 | * | * | Y |
BT | EMEA | Germany | * | * | * | Aalen | * | * | * | * | 10.08848476 | 48.8313408 | * | * | Y |
BT | EMEA | Germany | * | * | * | Amberg | * | * | * | * | 11.86995316 | 49.426609 | * | * | Y |
BT | EMEA | Germany | * | * | * | Aschaffenburg | * | * | * | * | 9.094611168 | 49.9715157 | * | * | Y |
BT | EMEA | Germany | * | * | * | Augsburg | * | * | * | * | 10.85476971 | 48.3821106 | * | * | Y |
BT | EMEA | Germany | * | * | * | Augsburg | * | * | * | * | 10.88108253 | 48.4008408 | * | * | Y |
BT | EMEA | Germany | * | * | * | Bamberg | * | * | * | * | 10.89942932 | 49.9013977 | * | * | Y |
* text has been redacted for confidentiality
14
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Germany | * | * | * | Bayreuth | * | * | * | * | 11.54888916 | 49.955555 | * | * | Y |
BT | EMEA | Germany | * | * | * | Bayreuth | * | * | * | * | 11.61037254 | 49.9592438 | * | * | Y |
BT | EMEA | Germany | * | * | * | Berlin | * | * | * | * | 13.37530041 | 52.4341011 | * | * | N |
BT | EMEA | Germany | * | * | * | Bielefeld | * | * | * | * | 8.613760948 | 51.999588 | * | * | Y |
BT | EMEA | Germany | * | * | * | Bonn | * | * | * | * | 7.139821053 | 50.7395897 | * | * | Y |
BT | EMEA | Germany | * | * | * | Braunschweig | * | * | * | * | 10.55194092 | 52.3103409 | * | * | Y |
BT | EMEA | Germany | * | * | * | Bremen | * | * | * | * | 8.805006981 | 53.0823212 | * | * | Y |
BT | EMEA | Germany | * | * | * | Bremerhaven | * | * | * | * | 8.580849648 | 53.5435982 | * | * | Y |
BT | EMEA | Germany | * | * | * | Burgkirchen | * | * | * | * | 12.74674129 | 48.1501236 | * | * | Y |
BT | EMEA | Germany | * | * | * | Cham | * | * | * | * | 12.67434406 | 49.1996155 | * | * | Y |
BT | EMEA | Germany | * | * | * | Chemnitz | * | * | * | * | 12.92253685 | 50.8259964 | * | * | Y |
BT | EMEA | Germany | * | * | * | Coburg | * | * | * | * | 10.9583807 | 50.2814293 | * | * | Y |
* text has been redacted for confidentiality
15
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Germany | * | * | * | Cottbus | * | * | * | * | 14.33894062 | 51.7535324 | * | * | Y |
BT | EMEA | Germany | * | * | * | Darmstadt | * | * | * | * | 8.645330429 | 49.8702011 | * | * | Y |
BT | EMEA | Germany | * | * | * | Deggendorf | * | * | * | * | 12.98153973 | 48.8486824 | * | * | Y |
BT | EMEA | Germany | * | * | * | Dingolfing | * | * | * | * | 12.46504021 | 48.6410332 | * | * | Y |
BT | EMEA | Germany | * | * | * | Dresden | * | * | * | * | 13.73597622 | 51.0390587 | * | * | Y |
BT | EMEA | Germany | * | * | * | Duisburg | * | * | * | * | 6.77230978 | 51.3740005 | * | * | Y |
BT | EMEA | Germany | * | * | * | Erfurt | * | * | * | * | 11.04059315 | 51.0167618 | * | * | Y |
BT | EMEA | Germany | * | * | * | Erlangen | * | * | * | * | 10.97722054 | 49.564949 | * | * | Y |
BT | EMEA | Germany | * | * | * | Finsing | * | * | * | * | 11.81439972 | 48.2228012 | * | * | Y |
BT | EMEA | Germany | * | * | * | Flensburg | * | * | * | * | 9.424678802 | 54.80793 | * | * | Y |
BT | EMEA | Germany | * | * | * | Frankfurt | * | * | * | * | 8.66034317 | 50.1923676 | * | * | Y |
BT | EMEA | Germany | * | * | * | Freiburg | * | * | * | * | 7.804729939 | 47.9860001 | * | * | Y |
BT | EMEA | Germany | * | * | * | Gera | * | * | * | * | 12.0449419 | 50.9176826 | * | * | Y |
* text has been redacted for confidentiality
16
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Germany | * | * | * | Göttingen | * | * | * | * | 9.900332451 | 51.5415878 | * | * | Y |
BT | EMEA | Germany | * | * | * | Gottmadingen | * | * | * | * | 8.765665054 | 47.7308426 | * | * | Y |
BT | EMEA | Germany | * | * | * | Großenlupnitz | * | * | * | * | 10.38574219 | 51.0028992 | * | * | Y |
BT | EMEA | Germany | * | * | * | Großmehring | * | * | * | * | 11.50483799 | 48.7623978 | * | * | Y |
BT | EMEA | Germany | * | * | * | Hallbergmoos | * | * | * | * | 11.7398777 | 48.3276367 | * | * | Y |
BT | EMEA | Germany | * | * | * | Hamburg | * | * | * | * | 10.04954243 | 53.5523682 | * | * | N |
BT | EMEA | Germany | * | * | * | Hof | * | * | * | * | 11.95863533 | 50.3196869 | * | * | Y |
BT | EMEA | Germany | * | * | * | Ilmenau | * | * | * | * | 10.94256592 | 50.6918907 | * | * | Y |
BT | EMEA | Germany | * | * | * | Ingolstadt | * | * | * | * | 11.47239971 | 48.7434998 | * | * | Y |
BT | EMEA | Germany | * | * | * | Itzehoe | * | * | * | * | 9.520070076 | 53.9356003 | * | * | Y |
BT | EMEA | Germany | * | * | * | Jena | * | * | * | * | 11.58603001 | 50.8981056 | * | * | Y |
BT | EMEA | Germany | * | * | * | Kaiserslautern | * | * | * | * | 7.67102623 | 49.4350471 | * | * | Y |
BT | EMEA | Germany | * | * | * | Karlsfeld | * | * | * | * | 11.45797825 | 48.2145004 | * | * | Y |
* text has been redacted for confidentiality
17
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Germany | * | * | * | Kassel | * | * | * | * | 9.539243698 | 51.3027077 | * | * | Y |
BT | EMEA | Germany | * | * | * | Kempten | * | * | * | * | 10.31659985 | 47.7269669 | * | * | Y |
BT | EMEA | Germany | * | * | * | Kiel | * | * | * | * | 10.18229961 | 54.3189011 | * | * | Y |
BT | EMEA | Germany | * | * | * | Koblenz | * | * | * | * | 7.596250057 | 50.3888016 | * | * | Y |
BT | EMEA | Germany | * | * | * | Krefeld | * | * | * | * | 6.591986179 | 51.3273849 | * | * | Y |
BT | EMEA | Germany | * | * | * | Landshut | * | * | * | * | 12.14243507 | 48.5401611 | * | * | Y |
BT | EMEA | Germany | * | * | * | Landshut | * | * | * | * | 12.14243507 | 48.5401611 | * | * | Y |
BT | EMEA | Germany | * | * | * | Langen | * | * | * | * | 8.995989799 | 49.9431992 | * | * | Y |
BT | EMEA | Germany | * | * | * | Lübeck | * | * | * | * | 10.62012959 | 53.8661499 | * | * | Y |
BT | EMEA | Germany | * | * | * | Magdeburg | * | * | * | * | 11.61616516 | 52.1181679 | * | * | Y |
BT | EMEA | Germany | * | * | * | Mainz | * | * | * | * | 8.26101017 | 49.9760017 | * | * | Y |
BT | EMEA | Germany | * | * | * | Meitingen | * | * | * | * | 10.86616325 | 48.5481033 | * | * | Y |
BT | EMEA | Germany | * | * | * | München | * | * | * | * | 11.58047295 | 48.1898842 | * | * | Y |
* text has been redacted for confidentiality
18
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Germany | * | * | * | München | * | * | * | * | 11.55291843 | 48.1488152 | * | * | Y |
BT | EMEA | Germany | * | * | * | München | * | * | * | * | 11.58110237 | 48.1100922 | * | * | Y |
BT | EMEA | Germany | * | * | * | Münster | * | * | * | * | 7.591800213 | 51.9726982 | * | * | Y |
BT | EMEA | Germany | * | * | * | Neufahrn I.Nb | * | * | * | * | 12.17908192 | 48.736805 | * | * | Y |
BT | EMEA | Germany | * | * | * | Oerlenbach | * | * | * | * | 10.11782932 | 50.1642685 | * | * | Y |
BT | EMEA | Germany | * | * | * | Offenbach | * | * | * | * | 8.745298386 | 50.11343 | * | * | Y |
BT | EMEA | Germany | * | * | * | Oldenburg | * | * | * | * | 8.214410782 | 53.1408501 | * | * | Y |
BT | EMEA | Germany | * | * | * | Osnabrück | * | * | * | * | 8.045710564 | 52.2750015 | * | * | Y |
BT | EMEA | Germany | * | * | * | Paderborn | * | * | * | * | 8.748806 | 51.717083 | * | * | Y |
BT | EMEA | Germany | * | * | * | Passau | * | * | * | * | 13.41187763 | 48.5811691 | * | * | Y |
BT | EMEA | Germany | * | * | * | Regensburg | * | * | * | * | 12.12993908 | 49.0302353 | * | * | Y |
BT | EMEA | Germany | * | * | * | Regensburg | * | * | * | * | 12.15134144 | 49.0141678 | * | * | Y |
* text has been redacted for confidentiality
19
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Germany | * | * | * | Regensburg | * | * | * | * | 12.08154297 | 49.0191383 | * | * | Y |
BT | EMEA | Germany | * | * | * | Reutlingen | * | * | * | * | 9.230033875 | 48.5122185 | * | * | Y |
BT | EMEA | Germany | * | * | * | Rosenheim | * | * | * | * | 12.08962822 | 47.8397942 | * | * | Y |
BT | EMEA | Germany | * | * | * | Rosenheim | * | * | * | * | 12.15595818 | 47.8389702 | * | * | Y |
BT | EMEA | Germany | * | * | * | Roßtal | * | * | * | * | 10.84446812 | 49.3782501 | * | * | Y |
BT | EMEA | Germany | * | * | * | Rostock | * | * | * | * | 12.08137703 | 54.1308212 | * | * | Y |
BT | EMEA | Germany | * | * | * | Saarbrücken | * | * | * | * | 7.006380081 | 49.233799 | * | * | Y |
BT | EMEA | Germany | * | * | * | Scheßlitz | * | * | * | * | 11.10778522 | 49.9816017 | * | * | Y |
BT | EMEA | Germany | * | * | * | Schirmitz | * | * | * | * | 12.16910553 | 49.6476097 | * | * | Y |
BT | EMEA | Germany | * | * | * | Schwandorf | * | * | * | * | 12.08373165 | 49.2990837 | * | * | Y |
BT | EMEA | Germany | * | * | * | Schweinfurt | * | * | * | * | 10.23760033 | 50.0325127 | * | * | Y |
BT | EMEA | Germany | * | * | * | Schweinfurt | * | * | * | * | 10.19846725 | 50.0303955 | * | * | Y |
BT | EMEA | Germany | * | * | * | Schwerin | * | * | * | * | 11.37215519 | 53.6095543 | * | * | Y |
* text has been redacted for confidentiality
20
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Germany | * | * | * | Starnberg | * | * | * | * | 11.34927464 | 48.0070076 | * | * | Y |
BT | EMEA | Germany | * | * | * | Straubing | * | * | * | * | 12.61867714 | 48.880497 | * | * | Y |
BT | EMEA | Germany | * | * | * | Stuttgart | * | * | * | * | 9.170769691 | 48.7081985 | * | * | Y |
BT | EMEA | Germany | * | * | * | Sulzfeld | * | * | * | * | 10.39048004 | 50.282299 | * | * | Y |
BT | EMEA | Germany | * | * | * | Teltow | * | * | * | * | 13.24462795 | 52.3996124 | * | * | Y |
BT | EMEA | Germany | * | * | * | Traunstein | * | * | * | * | 12.62080383 | 47.883091 | * | * | Y |
BT | EMEA | Germany | * | * | * | Trier | * | * | * | * | 6.596335888 | 49.719696 | * | * | Y |
BT | EMEA | Germany | * | * | * | Ulm | * | * | * | * | 9.965618134 | 48.3940773 | * | * | Y |
BT | EMEA | Germany | * | * | * | Weimar | * | * | * | * | 11.32313061 | 50.9839668 | * | * | Y |
BT | EMEA | Germany | * | * | * | Weißenburg I. Bay. | * | * | * | * | 10.96520424 | 49.035347 | * | * | Y |
BT | EMEA | Germany | * | * | * | Wolfsburg | * | * | * | * | 10.79184055 | 52.4290733 | * | * | Y |
BT | EMEA | Germany | * | * | * | Wuppertal | * | * | * | * | 7.185152054 | 51.2647514 | * | * | Y |
* text has been redacted for confidentiality
21
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Germany | * | * | * | Würzburg | * | * | * | * | 9.897795677 | 49.8049698 | * | * | Y |
BT | EMEA | Germany | * | * | * | Würzburg | * | * | * | * | 9.92857933 | 49.8028564 | * | * | Y |
BT | EMEA | Germany | * | * | * | Zwickau | * | * | * | * | 12.47622204 | 50.7282257 | * | * | Y |
Ghana | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
BT | EMEA | Greece | * | * | * | Athens | * | * | * | * | 23.7167 | 37.9667 | * | * | Y |
BT | RAM | Guatemala | * | * | * | Guatemala City | * | * | * | * | 90.5167 | 14.6167 | * | * | Y |
Guernsey | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
Hondouras | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * | ||
BT | APAC | Hong Kong | * | * | * | Hong Kong | * | * | * | * | 114.177465 | 22.307184 | * | * | Y |
BT | APAC | Hong Kong | * | * | * | Hong Kong | * | * | * | * | 114.2228 | 22.3125 | * | * | Y |
BT | EMEA | Hungary | * | * | * | Budapest | * | * | * | * | 19.0495 | 47.4599 | * | * | Y |
BT | EMEA | Hungary | * | * | * | Budapest | * | * | * | * | 19,0785 | 47,5627 | * | * | Y |
BT | EMEA | Iceland | * | * | * | Reykjavik | * | * | * | * | * | * | * | * | * |
BT | APAC | India | * | * | * | Bangalore | * | * | * | * | 77.6167 | 12.95 | * | * | Y |
BT | APAC | India | * | * | * | Bangalore | * | * | * | * | 77.6167 | 12.95 | * | * | Y |
BT | APAC | India | * | * | * | Mumbai (Bombay) | * | * | * | * | 72.8167 | 18.9 | * | * | Y |
BT | APAC | India | * | * | * | Mumbai (Bombay) | * | * | * | * | 72.8167 | 18.9 | * | * | Y |
* text has been redacted for confidentiality
22
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | APAC | India | * | * | * | New Delhi | * | * | * | * | 77.2 | 28.5833 | * | * | Y |
BT | APAC | Indonesia | * | * | * | Jakarta | * | * | * | * | * | * | Y | ||
BT | EMEA | Ireland | * | * | * | Athlone | * | * | * | * | 53.4266 | -7.93494 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Bray | * | * | * | * | 53.2046 | -6.10015 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Cork | * | * | * | * | 51.9007 | -8.46204 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Dublin | * | * | * | * | 53.3578 | -6.23381 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Dundalk | * | * | * | * | 54.001 | -6.41158 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Dundrum | * | * | * | * | 53.302413 | -6.243459 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Ennis | * | * | * | * | 52.8387 | -8.97466 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Galway | * | * | * | * | 53.290232 | -9.006754 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Kilkenny | * | * | * | * | 52.6539 | -7.24253 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Limerick | * | * | * | * | 52.6735 | -8.5503 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Mullingar | * | * | * | * | 53.5198 | -7.34626 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Portlaoise | * | * | * | * | 53.0366 | -7.3003 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Sligo | * | * | * | * | 54.2719 | -8.48122 | * | * | Y |
* text has been redacted for confidentiality
23
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Ireland | * | * | * | Tralee | * | * | * | * | 52.2707 | -9.69869 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Waterford | * | * | * | * | 52.2595 | -7.103 | * | * | Y |
BT | EMEA | Ireland | * | * | * | Wexford | * | * | * | * | 52.3428 | -6.46348 | * | * | Y |
BT | EMEA | Isle of man | * | * | * | Douglas | * | * | * | * | * | * | |||
BT | EMEA | Israel | * | * | * | Tel Aviv | * | * | * | * | 34.7833 | 32.1 | * | * | Y |
BT | EMEA | Italy | * | * | * | Bari | * | * | * | * | 16.88777778 | 41.1086111 | * | * | Y |
BT | EMEA | Italy | * | * | * | Bergamo | * | * | * | * | 9.67277778 | 45.6786111 | * | * | Y |
BT | EMEA | Italy | * | * | * | Bologna | * | * | * | * | 11.36416667 | 44.5086111 | * | * | Y |
BT | EMEA | Italy | * | * | * | Bolzano | * | * | * | * | 11.34222222 | 46.4813889 | * | * | Y |
BT | EMEA | Italy | * | * | * | Como | * | * | * | * | 9.085 | 45.7994444 | * | * | Y |
BT | EMEA | Italy | * | * | * | Firenze | * | * | * | * | 11.20388889 | 43.7705556 | * | * | Y |
BT | EMEA | Italy | * | * | * | Genova | * | * | * | * | 8.83 | 44.4263889 | * | * | Y |
BT | EMEA | Italy | * | * | * | Milan | * | * | * | * | 9.2557 | 45.4222 | * | * | Y |
BT | EMEA | Italy | * | * | * | Modena | * | * | * | * | 10.89861111 | 44.6577778 | * | * | Y |
BT | EMEA | Italy | * | * | * | Napoli | * | * | * | * | 14.27555556 | 40.8505556 | * | * | Y |
BT | EMEA | Italy | * | * | * | Padova | * | * | * | * | 11.90166667 | 45.4097222 | * | * | Y |
BT | EMEA | Italy | * | * | * | Parma | * | * | * | * | 10.33666667 | 44.805 | * | * | Y |
* text has been redacted for confidentiality
24
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Italy | * | * | * | Pescara | * | * | * | * | 14.20305556 | 42.4697222 | * | * | Y |
BT | EMEA | Italy | * | * | * | Piacenza | * | * | * | * | 9.71888889 | 45.0458333 | * | * | Y |
BT | EMEA | Italy | * | * | * | Rome | * | * | * | * | 12.394 | 41.873 | * | * | N |
BT | EMEA | Italy | * | * | * | Torino | * | * | * | * | 7.6975 | 45.1022222 | * | * | Y |
BT | EMEA | Italy | * | * | * | Trento | * | * | * | * | 11.11472222 | 46.0572222 | * | * | Y |
BT | EMEA | Italy | * | * | * | Trieste | * | * | * | * | 13.77944444 | 45.6838889 | * | * | Y |
BT | EMEA | Italy | * | * | * | Venezia | * | * | * | * | 12.2175 | 45.4613889 | * | * | Y |
BT | EMEA | Italy | * | * | * | Verona | * | * | * | * | 10.96805556 | 45.4052778 | * | * | Y |
BT | APAC | Japan | * | * | * | Osaka | * | * | * | * | 134.5667 | 34.0667 | * | * | Y |
BT | APAC | Japan | * | * | * | Tokyo | * | * | * | * | 135.5 | 34.667 | * | * | Y |
BT | APAC | Japan | * | * | * | Tokyo | * | * | * | * | 139.7667 | 35.6833 | * | * | Y |
Jersey | * | * | * | St Helier | * | * | * | * | * | * | |||||
BT | EMEA | Jordan | * | * | * | Amman | * | * | * | * | 35.95 | 31.95 | * | * | Y |
BT | EMEA | Kazakstan | * | * | * | Almaty | * | * | * | * | * | * | Y | ||
BT | EMEA | Kazakstan | * | * | * | Astana | * | * | * | * | * | * | Y | ||
BT | EMEA | Kenya | * | * | * | Nairobi | * | * | * | * | 36.8 | 1.2667 | * | * | Y |
Korea, | |||||||||||||||
BT | APAC | Republic Of | * | * | * | Seoul | * | * | * | * | 126.9667 | 37.5667 | * | * | Y |
Kyrgyzstan | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | |||||
BT | EMEA | Kuwait | * | * | * | Kuwait City | * | * | * | * | * | * | Y | ||
* text has been redacted for confidentiality
25
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Latvia | * | * | * | Riga | * | * | * | * | * | * | Y | ||
BT | EMEA | Lebanon | * | * | * | Beirut | * | * | * | * | 35.4667 | 33.9 | * | * | Y |
BT | EMEA | Lithuania | * | * | * | Vilnius | * | * | * | * | * | * | Y | ||
BT | EMEA | Luxembourg | * | * | * | Luxembourg | * | * | * | * | 6,116 | 49,5823 | * | * | Y |
BT | EMEA | Luxembourg | * | * | * | Luxembourg | * | * | * | * | 6.1297 | 49.6095 | * | * | Y |
BT | Macau | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | ||||
BT | Madagascar | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | ||||
BT | Malawi | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | ||||
BT | APAC | Malaysia | * | * | * | Kuala Lumpur | * | * | * | * | 101.7 | 3.1167 | * | * | Y |
Mauritius | * | * | * | Port Louis | * | * | * | * | * | * | |||||
BT | EMEA | Malta | * | * | * | Mdina | * | * | * | * | * | * | Y | ||
BT | RAM | Mexico | * | * | * | Mexico City | * | * | * | * | 99.2 | 19.4 | * | * | N |
BT | RAM | Mexico | * | * | * | Monterrey | * | * | * | * | 99.2 | 19.4 | * | * | N |
Moldova | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | |||||
Monaco | * | * | * | * | * | * | * | * | * | * | |||||
BT | EMEA | Morroco | * | * | * | Casablanca | * | * | * | * | 7.65 | 33.5833 | * | * | Y |
Mozambique | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | |||||
* text has been redacted for confidentiality
26
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
Namibia | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | |||||
BT | EMEA | Netherlands | * | * | * | Alkmaar | * | * | * | * | 4.73464 | 52.6358 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Amersfoort | * | * | * | * | 5.34933 | 52.162 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Amsterdam | * | * | * | * | 4.8951 | 52.3834 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Amsterdam | * | * | * | * | 4.86272 | 52.3964 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Amsterdam | * | * | * | * | 4.82726 | 52.3902 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Amsterdam | * | * | * | * | 4.87405 | 52.3415 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Amsterdam | * | * | * | * | 4.95329 | 52.3551 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Amsterdam | * | * | * | * | 4.9443 | 52.3104 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Amsterdam | * | * | * | * | 4.829221 | 52.344563 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Apeldoorn | * | * | * | * | 5.95347 | 52.2077 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Arnhem | * | * | * | * | 5.85765 | 51.9832 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Beverwijk | * | * | * | * | 4.65644 | 52.4804 | * | * | Y |
* text has been redacted for confidentiality
27
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Netherlands | * | * | * | Breda | * | * | * | * | 4.80306 | 51.5992 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Breda | * | * | * | * | 4.80892 | 51.6007 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Den Bosch | * | * | * | * | 5.29649 | 51.71 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Den Haag | * | * | * | * | 4.30905 | 52.0601 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Den Haag | * | * | * | * | 4.32382 | 52.0823 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Den Haag | * | * | * | * | 4.28132 | 52.1112 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Deventer | * | * | * | * | 6.16137 | 52.2576 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Dordrecht | * | * | * | * | 4.67366 | 51.807 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Eindhoven | * | * | * | * | 5.47799 | 51.445 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Eindhoven | * | * | * | * | 5.49367 | 51.4441 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Enschede | * | * | * | * | 6.86644 | 52.2219 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Gouda | * | * | * | * | 4.68414 | 52.0191 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Groningen | * | * | * | * | 6.55093 | 53.2106 | * | * | Y |
* text has been redacted for confidentiality
28
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Netherlands | * | * | * | Haarlem | * | * | * | * | 4.62496 | 52.3876 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Heerlen | * | * | * | * | 5.97512 | 50.8901 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Helmond | * | * | * | * | 5.65704 | 51.4784 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Hilversum | * | * | * | * | 5.18615 | 52.2204 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Hoofddorp | * | * | * | * | 4.68948 | 52.2919 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Hoogeveen | * | * | * | * | 6.47353 | 52.7413 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Leeuwarden | * | * | * | * | 5.7734 | 53.1938 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Leiden | * | * | * | * | 4.4874 | 52.1733 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Maastricht | * | * | * | * | 5.70329 | 50.8544 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Meppel | * | * | * | * | 6.2001 | 52.6959 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Nieuwegein | * | * | * | * | 5.10425 | 52.0196 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Nijmegen | * | * | * | * | 5.86484 | 51.8295 | * | * | Y |
* text has been redacted for confidentiality
29
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Netherlands | * | * | * | Rijswijk | * | * | * | * | 4.33415 | 52.0371 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Roermond | * | * | * | * | 5.9992 | 51.213 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Roosendaal | * | * | * | * | 4.45949 | 51.5402 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Rotterdam | * | * | * | * | 4.4538 | 51.9227 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Rotterdam | * | * | * | * | 4.43755 | 51.9258 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Rotterdam | * | * | * | * | 4.53261 | 51.9169 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Tilburg | * | * | * | * | 5.11405 | 51.5659 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Utrecht | * | * | * | * | 5.09904 | 52.1009 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Venlo | * | * | * | * | 6.15564 | 51.3739 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Zaandam | * | * | * | * | 4.81189 | 52.4395 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Zutphen | * | * | * | * | 6.20829 | 52.1548 | * | * | Y |
BT | EMEA | Netherlands | * | * | * | Zwolle | * | * | * | * | 6.1199 | 52.4935 | * | * | Y |
Netherlands | |||||||||||||||
BT | Antiles | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | ||||
* text has been redacted for confidentiality
30
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
New | |||||||||||||||
BT | APAC | Zealand | * | * | * | Auckland | * | * | * | * | 174.7667 | 36.85 | * | * | Y |
New | |||||||||||||||
BT | APAC | Zealand | * | * | * | Christchurch | * | * | * | * | 172.6167 | 43.5333 | * | * | Y |
BT | Nicaragua | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | ||||
BT | Nigeria | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | ||||
BT | EMEA | Norway | * | * | * | Oslo | * | * | * | * | 10.741753 | 59.909873 | * | * | Y |
BT | EMEA | Norway | * | * | * | Oslo | * | * | * | * | 10.7333 | 59.9333 | * | * | Y |
BT | EMEA | Oman | * | * | * | Muscat | * | * | * | * | * | * | Y | ||
BT | APAC | Pakistan | * | * | * | Karachi | * | * | * | * | 66.9833 | 24.8 | * | * | Y |
BT | Panama | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | ||||
BT | RAM | Peru | * | * | * | Lima | * | * | * | * | 77.05 | 12.0833 | * | * | Y |
BT | APAC | Philippines | * | * | * | Manila | * | * | * | * | 120.9833 | 14.5833 | * | * | Y |
BT | EMEA | Poland | * | * | * | Warszawa | * | * | * | * | 21.0993 | 52.233 | * | * | Y |
BT | EMEA | Poland | * | * | * | Warszawa | * | * | * | * | * | * | |||
BT | EMEA | Portugal | * | * | * | Lisbon | * | * | * | * | -9.146652 | 38.741108 | * | * | Y |
BT | Puerto Rico | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | ||||
BT | EMEA | Qatar | * | * | * | Doha | * | * | * | * | * | * | Y | ||
BT | EMEA | Romania | * | * | * | Bucharest | * | * | * | * | * | * | |||
Russian | Moscow or St | ||||||||||||||
BT | EMEA | Federation | * | * | * | Petersburg | * | * | * | * | * | * | |||
* text has been redacted for confidentiality
31
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
Russian | |||||||||||||||
BT | EMEA | Federation | * | * | * | Moscow | * | * | * | * | 37.6667 | 55.7667 | * | * | N |
BT | EMEA | Saudi Arabia | * | * | * | Riyadh | * | * | * | * | 46.7 | 24.65 | * | * | Y |
BT | EMEA | Serbia | * | * | * | Belgrade | * | * | * | * | * | * | Y | ||
BT | APAC | Singapore | * | * | * | Singapore | * | * | * | * | 103.8934 | 1.3383 | * | * | Y |
BT | APAC | Singapore | * | * | * | Singapore | * | * | * | * | 103.8333 | 1.3 | * | * | Y |
BT | EMEA | Slovakia | * | * | * | Bratislava | * | * | * | * | * | * | Y | ||
BT | EMEA | Slovakia | * | * | * | Bratislava | * | * | * | * | 17.0997 | 48.1249 | * | * | Y |
BT | EMEA | South Africa | * | * | * | Johannesburg | * | * | * | * | 28.05 | 26.1833 | * | * | Y |
BT | EMEA | Spain | * | * | * | Almería | * | * | * | * | -2.45207 | 36.845 | * | * | Y |
BT | EMEA | Spain | * | * | * | Badajoz | * | * | * | * | 6.98081593 | 38.889192 | * | * | Y |
BT | EMEA | Spain | * | * | * | Barcelona | * | * | * | * | 2.14555 | 41.3895 | * | * | Y |
BT | EMEA | Spain | * | * | * | Barcelona | * | * | * | * | 2.1927 | 41.4279 | * | * | Y |
BT | APAC | Spain | * | * | * | Bilbao | * | * | * | * | -2.9434 | 43.2586 | * | * | Y |
BT | EMEA | Spain | * | * | * | Cádiz | * | * | * | * | 6.28841573 | 36.5275961 | * | * | Y |
BT | EMEA | Spain | * | * | * | Cuenca | * | * | * | * | -2.11242 | 40.0484 | * | * | Y |
BT | EMEA | Spain | * | * | * | La Coruña | * | * | * | * | -8.43439 | 43.3176 | * | * | Y |
* text has been redacted for confidentiality
32
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Spain | * | * | * | Madrid | * | * | * | * | -3.68547 | 40.4056 | * | * | Y |
BT | EMEA | Spain | * | * | * | Madrid | * | * | * | * | -3.64243 | 40.4992 | * | * | Y |
BT | EMEA | Spain | * | * | * | Madrid/Bravo | * | * | * | * | -3.69558 | 40.458 | * | * | Y |
BT | EMEA | Spain | * | * | * | Pontevedra (Vigo) | * | * | * | * | -8.71528 | 42.2268 | * | * | Y |
BT | EMEA | Spain | * | * | * | Tres Cantos | * | * | * | * | -3.715324 | 40.59814 | * | * | Y |
BT | APAC | Sri Lanka | * | * | * | Colombo | * | * | * | * | 79.8667 | 6.9 | * | * | Y |
* | * | Swaziland | * | * | * | Subsidised IPLCs | * | * | * | * | * | * | * | * | * |
BT | EMEA | Sweden | * | * | * | Goteborg | * | * | * | * | 12.0288 | 57.72 | * | * | Y |
BT | EMEA | Sweden | * | * | * | Malmo | * | * | * | * | 13.0305 | 55.5799 | * | * | Y |
BT | EMEA | Sweden | * | * | * | Stockholm | * | * | * | * | 17.9555 | 59.3625 | * | * | Y |
BT | EMEA | Sweden | * | * | * | Stockholm | * | * | * | * | * | * | * | * | * |
BT | EMEA | Switzerland | * | * | * | Aarau | * | * | * | * | 8.0621 | 47.3947 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Arth-Goldau | * | * | * | * | 8,55002 | 47,0505 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Baden | * | * | * | * | 8.3063 | 47.478 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Basel | * | * | * | * | 7.5836 | 47.5462 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Basel | * | * | * | * | 7,64779 | 47,5376 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Bellinzona | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Bern | * | * | * | * | 7.456 | 46.9662 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Bern | * | * | * | * | 7,41896 | 46,9527 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Bern | * | * | * | * | 7.3881 | 46.934 | * | * | Y |
* text has been redacted for confidentiality
33
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Switzerland | * | * | * | Bern | * | * | * | * | 7.4377 | 46.9496 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Biel | * | * | * | * | 7.24 | 47.1326 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Brig | * | * | * | * | 7.9912 | 46.3189 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Buchs | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Chiasso | * | * | * | * | 9.0319 | 45.8323 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Chur | * | * | * | * | 9.5271 | 46.8525 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Fribourg | * | * | * | * | 7,15037 | 46,8023 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Geneva | * | * | * | * | 6.1279 | 46.1947 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Geneva | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Geneva | * | * | * | * | * | * | * | * | N |
BT | EMEA | Switzerland | * | * | * | Geneva | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Goeschenen | * | * | * | * | 0 | 46,667097 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Horgen | * | * | * | * | 8.5886 | 47.2617 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Lausanne | * | * | * | * | 6.6319 | 46.5171 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Lausanne | * | * | * | * | 6,6135 | 46,5259 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Locarno | * | * | * | * | 0 | 46,173645 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Lugano | * | * | * | * | 0 | 46,007239 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Luzern | * | * | * | * | 8.312 | 47.0404 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Martigny | * | * | * | * | 7.0784 | 46.1053 | * | * | Y |
* text has been redacted for confidentiality
34
Reuters | Reuters | Highest | Sat | ||||||||||||
required Gold | deployment | BT Gold | MPLS | 3rd Party | attainable | Dish | |||||||||
Provider | Region | Country | Country | phase | BT Status | City | Site Address | Zipcode | Cities | Status | Longitude | Latitude | Provider | SLA | Enabled |
BT | EMEA | Switzerland | * | * | * | Meyrin | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Muenchenstein | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Neuchatel | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Oerlikon | * | * | * | * | * | * | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Oerlikon | * | * | * | * | 0 | 47,412863 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Olten | * | * | * | * | 7,9126 | 47,3598 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Ruemlang | * | * | * | * | 8.5406 | 47.4497 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Sargans | * | * | * | * | 0 | 47,04614 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Schaffhausen | * | * | * | * | 8.6348 | 47.6938 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Sion | * | * | * | * | 7.3482 | 46.225 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Solothurn | * | * | * | * | 7.5324 | 47.206 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | St. Gallen | * | * | * | * | 0 | 47,424369 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | St. Margrethen | * | * | * | * | 9.6433 | 47.4529 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Thun | * | * | * | * | 7.6239 | 46,759074 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Vevey | * | * | * | * | 6.8411 | 46.4636 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Wil | * | * | * | * | 8.5081 | 47.6031 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Winterthur | * | * | * | * | 8.7285 | 47.5054 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Zug | * | * | * | * | 8.5176 | 47.1782 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Zurich | * | * | * | * | 8.5316 | 47.3645 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Zurich | * | * | * | * | 8.5347 | 47.3765 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Zurich | * | * | * | * | 8,48113 | 47,3946 | * | * | Y |
BT | EMEA | Switzerland | * | * | * | Zurich | * | * | * | * | 8.5577 | 47.4173 | * | * | Y |
* text has been redacted for confidentiality
35