Form 40-F

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 40-F

 

 

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2018   Commission File Number: 1-31349

 

 

THOMSON REUTERS CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

N/A

(Translation of Registrant’s name into English (if applicable))

Province of Ontario, Canada

(Province or other jurisdiction of incorporation or organization)

2741

(Primary Standard Industrial Classification Code Number (if applicable))

98-0176673

(I.R.S. Employer Identification Number (if applicable))

333 Bay Street, Suite 400

Toronto, Ontario M5H 2R2, Canada

Telephone: (416) 687-7500

(Address and telephone number of Registrant’s principal executive offices)

Thomson Reuters Holdings Inc.

Attn: Deirdre Stanley, Executive Vice President, General Counsel & Secretary

3 Times Square

New York, New York 10036

Telephone: (646) 223-4000

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common shares   New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Debt Securities

For annual reports, indicate by check mark the information filed with this Form:

 

  Annual information form      Audited annual financial statements

 

 

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:

501,493,187 common shares, 6,000,000 Series II preference shares and 1 Thomson Reuters Founders Share

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes              No   

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

 


UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

 

a.

Undertaking.

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

 

b.

Consent to Service of Process.

 

  (1)

The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

 

  (2)

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.


SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

 

THOMSON REUTERS CORPORATION
By:  

/s/ Deirdre Stanley

Name:   Deirdre Stanley
Title:   Executive Vice President, General Counsel & Secretary

Date: March 13, 2019


EXHIBIT INDEX

 

Exhibit     

Number

  

Description

99.1    Annual Report for the year ended December 31, 2018 (which constitutes an Annual Information Form and includes Management’s Discussion and Analysis and Audited Financial Statements for the year ended December 31, 2018), and includes a Form 40-F Cross Reference Table on page 182
99.2    Consent of PricewaterhouseCoopers LLP
99.3    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.4    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5    Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.6    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7    Code of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 of Thomson Reuters Corporation’s Form 6-K dated February 16, 2018)
99.8    Audit Committee Charter
101    Interactive Data File
   tri-20181231.xml
   tri-20181231.xsd
   tri-20181231_cal.xml
   tri-20181231_def.xml
   tri-20181231_lab.xml
   tri-20181231_pre.xml
EX-99.1 - Annual Report for the year ended December 31, 2018
Table of Contents

Exhibit 99.1

LOGO

 

 

Annual Report 2018

March 13, 2019

 

 

 

 

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Table of Contents

Thomson Reuters Annual Report 2018

 

 

 


 

Information in this annual report is provided as of March 1, 2019, unless otherwise indicated.

Certain statements in this annual report are forward-looking. These forward-looking statements are based on certain assumptions and reflect our current expectations. As a result, forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of the factors that could cause actual results to differ materially from current expectations are discussed in the “Risk Factors” section of this annual report as well as in materials that we from time to time file with, or furnish to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of the date of this annual report. Except as may be required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements.

The following terms in this annual report have the following meanings, unless otherwise indicated:

 

·   

“Thomson Reuters,” “we,” “us” and “our” each refers to Thomson Reuters Corporation and its consolidated subsidiaries, unless the context otherwise requires;

 

·   

“Woodbridge” refers to The Woodbridge Company Limited and other companies affiliated with it; and

 

·   

“$,” “US$” or “dollars” are to U.S. dollars.

When we refer to our performance before the impact of foreign currency (or at “constant currency”), we mean that we apply the same foreign currency exchange rates to the financial results of the current and equivalent prior period. We believe this provides the best basis to measure the performance of our business as it allows better comparability of our business trends from period to period.

Non-International Financial Reporting Standards (IFRS) financial measures are defined and reconciled to the most directly comparable IFRS measures in the “Management’s Discussion and Analysis” section of this annual report.

For information regarding our disclosure requirements under applicable Canadian and U.S. laws and regulations, please see the “Cross Reference Tables” section of this annual report.

Information contained on our website or any other websites identified in this annual report is not part of this annual report. All website addresses listed in this annual report are intended to be inactive, textual references only. The Thomson Reuters logo and our other trademarks, trade names and service names mentioned in this annual report are the property of Thomson Reuters.

 

 

 


Table of Contents

Thomson Reuters Annual Report 2018

 

 

 


 

Table of Contents

 

Business

     2  

Overview

     2  

Customer Segments

     6  

Legal Professionals

     6  

Corporates

     7  

Tax Professionals

     7  

Reuters News

     7  

Global Print

     8  

Key Brands

     8  

Refinitiv Strategic Partnership

     9  

Additional Business Information

     10  

Risk Factors

     14  

Management’s Discussion and Analysis

     27  

Consolidated Financial Statements

     82  

Executive Officers and Directors

     157  

Executive Officers

     157  

Directors

     159  

Audit Committee

     162  

Principal Accountant Fees and Services

     163  

Controlled Company

     164  

Independent Directors

     164  

Presiding Directors at Meetings of Non-Management and Independent Directors

     165  

Code of Business Conduct and Ethics

     166  

Additional Disclosures

     166  

Additional Information

     167  

Description of Capital Structure

     167  

Market for Securities

     168  

Dividends

     169  

Woodbridge

     170  

Transfer Agents and Registrars

     172  

Ratings of Debt Securities

     172  

Material Contracts

     173  

Principal Subsidiaries

     178  

Interests of Experts

     179  

Further Information and Disclosures

     179  

Cross Reference Tables

     181  

Annual Information Form (Form 51-102F2) Cross Reference Table

     181  

Form 40-F Cross Reference Table

     182  

 

 

 

Page 1



Table of Contents

Thomson Reuters Annual Report 2018

 

 

 


 

Business

Overview

Thomson Reuters is a leading provider of news and information-based tools to professionals. Our worldwide network of journalists and specialist editors keep customers up to speed on global developments, with a particular focus on legal, regulatory and tax changes. Thomson Reuters shares are listed on the Toronto Stock Exchange and New York Stock Exchange (symbol: TRI). Our website is www.thomsonreuters.com.

2018 was a watershed year for our company. In October, we sold 55% of our Financial & Risk (F&R) business to private equity funds managed by Blackstone for approximately $17 billion and retained a 45% interest in the new company, which is now known as Refinitiv. We restructured our remaining business into new customer-focused segments and repositioned our business for growth. Our new structure moves decision making closer to the customer and allows us to serve our customers better with our full suite of offerings.

We are currently organized in five reportable segments supported by a corporate center:

 

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Legal Professionals

 

Serves law firms and governments with research and workflow products, focusing on intuitive legal research powered by emerging technologies and integrated legal workflow solutions that combine content, tools and analytics.

 

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Corporates

 

Serves our corporate customers, including the seven largest global accounting firms, with our full suite of offerings across legal, tax, regulatory and compliance functions.

 

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Tax Professionals

 

Serves tax, accounting and audit professionals in accounting firms (other than the seven largest, which are served by our Corporates segment) as well as governmental taxing authorities with research and workflow products, focusing on intuitive tax offerings and automating tax workflows.

 

LOGO   

Reuters News

 

Provides real-time, multi-media news and information services to newspapers, television and cable networks, radio stations and websites around the globe, as well as to Refinitiv.

 

LOGO   

Global Print

 

Provides legal and tax information primarily in print format to customers around the world.

 

Our corporate center centrally manages commercial and technology operations, including those around our sales capabilities, digital customer experience and product and content development. Our corporate center also centrally manages functions such as finance, legal and human resources.

 

 

 

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Table of Contents

Thomson Reuters Annual Report 2018

 

 

 


 

Business Model and Key Operating Characteristics

We derive most of our revenues from selling information and software solutions, primarily electronically and on a recurring, subscription basis. Our solutions blend deep domain knowledge with software and automation tools. We believe our workflow solutions make our customers more productive by streamlining how they operate, enabling them to focus on higher value activities. Many of our customers use our solutions as part of their workflows, which has led to strong customer retention. We believe that our customers trust us because of our history and dependability and our deep understanding of their businesses and industries, and they rely on our services for navigating a rapidly changing and increasingly complex digital world.

Over the years, our business model has proven to be capital efficient and cash flow generative, and it has enabled us to maintain leading and scalable positions in our chosen market segments. Some of our key business and operating characteristics are:

 

Attractive Industry

    

 

·    Customer segments operate in an estimated $32 billion market segment which we estimate grew mid-single digits in 2018

 

Balanced and Diversified Leadership

 

·    A leader in key Legal Professionals, Corporates and Tax Professionals market segments

 

·    Products and services tailored for professionals

 

·    Deep broad industry knowledge

 

·    Distinct core customer group revenues

 

·    Geographical diversity

 

·    Largest customer is approximately 1% of revenues

 

Attractive Business Model

 

·    75% of revenues are recurring

 

·    87% of revenues are delivered electronically or as software as a service

 

·    Strong consistent cash generation capabilities

 

Strong Competitive Positioning

 

·    Proprietary databases and deeply embedded workflow tools and analytics

 

·    Technology and operating platforms built to address the global marketplace

 

Disciplined Financial Policies

 

·    Focused on free cash flow growth

 

·   Balance investing in business and returning capital to shareholders

 

·    Commitment to maintaining investment grade rating with stable capital structure

 

·    $2 billion investment fund to bolster positions in key growth areas or to repurchase shares

All revenue information reflected above is based on our 2018 full-year results.

 

 

 

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Thomson Reuters Annual Report 2018

 

 

 


 

2018 Performance Highlights

In 2018, our most significant accomplishment was the sale of a 55% interest in our F&R business for approximately $17 billion. Additional information about the transaction is provided in the management’s discussion and analysis section of this annual report. Below are financial highlights of our results for the year ended December 31, 2018.

 

    

 

Year ended December 31,

 

 
        

 

 

 

 

Change

 

 

 

 

  (millions of U.S. dollars, except per share amounts and margins)

 

    

 

2018

 

 

 

    

 

2017

 

 

 

    

 

Total

 

 

 

    

 

Constant
Currency

 

 
 

 

IFRS Financial Measures

 

           

Revenues

 

     5,501        5,297        4%     

Operating profit

 

     780        1,034        (25%)     

Diluted EPS (includes discontinued operations)

 

     $5.91        $1.94        205%     

Cash flow from operations (includes discontinued operations)

 

     $2,062        $2,029        2%     

Non-IFRS Financial Measures(1)

 

           

Revenues

 

     5,501        5,297        4%        4%  

Adjusted EBITDA

 

     1,365        1,591        (14%)        (15%)  

Adjusted EBITDA margin

 

     24.8%        30.0%        (520)bp        (560)bp  

Adjusted EPS

 

     $0.75        $0.94        (20%)        (22%)  

Free cash flow (includes discontinued operations)

 

 

     $1,107        $1,032        7%           

(1) Refer to Appendix A of the management’s discussion and analysis section of this annual report for additional information on non-IFRS financial measures.

We met or exceeded each of the performance metrics in our external financial outlook, which was originally communicated in May and updated in November. The table below compares our actual performance to the updated outlook:

 

  Non-IFRS Financial Measures(1)

 

 

2018 Outlook(2)

 

 

 

2018 Actual Performance

(in constant currency(2))

 

  Revenues

 

Low single digit growth (excludes fourth quarter 2018 revenues within Reuters News from Refinitiv following

the closing of the F&R transaction)

  2.5%   LOGO     

  Adjusted EBITDA

  Approximately $1.3 billion including the Corporate costs referred to below   $1.3 billion   LOGO     

  Total Corporate costs

  Between $500 million and $600 million (including stranded costs and investments to reposition our company following the closing of the F&R transaction)   $499 million(3)   LOGO     

  Depreciation and amortization of computer software

  Between $500 million and $525 million   $510 million   LOGO     

  Capital expenditures, as a percentage of revenues

  Approximately 10% of revenues   Approximately 10%   LOGO     

  Effective tax rate on adjusted earnings

  Between 17% and 19%   15%   LOGO     

(1)  Please refer to Appendix A of the management’s discussion and analysis section of this annual report for additional information on non-IFRS financial measures.

(2) Our 2018 Outlook and 2018 actual performance were measured at constant currency rates relative to 2017. Please refer to Appendix B of the management’s discussion and analysis section of this annual report for reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

(3) Corporate costs at actual rates include expenses of $466 million that are part of adjusted EBITDA and $33 million of capital spending, which is not part of adjusted EBITDA.

 

 

 

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Thomson Reuters Annual Report 2018

 

 

 


 

Our Strategy

Our strategy is to be the premier global provider of the most trusted, must-have decision support tools and workflow solutions to professionals in information-intensive and highly regulated businesses. We operate at the fast-changing intersection of regulation and commerce, where intelligence, technology and human expertise are required to achieve success in the digital economy. Our customers’ worlds are becoming more complex, time pressured and economically constrained and they require more knowledge to serve their own customers and better tools to help them make the most of their time. While our customers continue to require our trusted content, artificial intelligence (AI) and the cloud are increasingly enabling software and other solutions to automate or manage professional workflows which drive productivity. Our strategy currently focuses on the following five priorities:

 

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Deliver Higher Revenue Growth

 

We are focused on accelerating revenue growth, both organically and inorganically. Our new customer segments are aligned around the customer, allowing us to concentrate on the customer experience and offer full value propositions to address the needs of each customer. We believe that this model will allow us to sell more to existing customers, while also attracting and acquiring new customers that are looking for comprehensive solutions. Our growth strategy also includes providing more software and solutions to our customers.

LOGO   

Create a More Customer-Focused Operating Model

 

We are refining our focus on customers by developing clearer, more cohesive and more distinctive solutions in each of our new segments. We are also pursuing opportunities to enhance our go-to-market capabilities, which are focused on customer experience and our sales and service practices. Our customers are faced with a rapidly evolving global regulatory framework, fast-paced technological change and new business models that demand efficiency. Many of our customers do not have the financial, technological or human capital, ownership structure or the motivation to build and maintain their own systems. We believe that our subject matter expertise, positioning, brand and scale are strengths that will drive customers to partner with our company for solutions that are tailored to their workflows and designed to help make their operations more efficient.

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Serve Customers through Digital Channels

 

We are increasing investments in our digital platforms and propositions to provide a more robust and seamless end-to-end digital customer experience. By improving our digital capabilities, we believe that more customers will find, buy and obtain support for our products online. We believe that an improved digital platform will also allow us to reach our smaller customers in a more cost-effective manner and improve overall customer retention.

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Simplify our Company

 

We continue to simplify our business by reducing the number of products in our business, headcount and physical office locations. We also continue to simplify commercial relationships, with a focus on streamlining contracts, policies and product offerings. We are also focused on efficiently exiting transition services agreements to complete the separation of Thomson Reuters and Refinitiv.

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Invest in our People

 

We appointed several new leaders in 2018. Our current leadership team exhibits commercial acumen and customer-centricity that we are modeling across the organization. We are building a flatter organization with fewer management layers, ensuring less distance between leadership and our customers. We believe that the strength of our people will be core to our success and will allow us to differentiate ourselves from our competitors. We continue to focus on effectively recruiting, developing, deploying and unlocking the potential of our talent.

 

 

 

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Thomson Reuters Annual Report 2018

 

 

 


 

Three-Year History

 

·   

2016 – We created a new enterprise, technology and operations group to drive the continued transformation of our company into a more integrated business. This group centralized more than 10 functions (most notably, our technology functions, operations centers, real estate and sourcing) into a single enterprise team. We completed the sale of our Intellectual Property & Science business for $3.55 billion in gross proceeds. We expanded our Canadian operations by creating a new Technology Centre in downtown Toronto, Ontario.

 

·   

2017 – As part of our growing investment in Canadian talent and innovation, our Chief Executive Officer and Chief Financial Officer relocated to Toronto. We also continued to focus on our transformation program, including closing additional data centers, while pursuing numerous initiatives to transform customer experience. During the latter part of 2017, we began looking at potential strategic alternatives for the F&R business.

 

·   

2018 – In January, we signed a definitive agreement to sell a 55% interest in our F&R business (now known as Refinitiv) to private equity funds managed by Blackstone for approximately $17 billion. The transaction closed in October and we subsequently returned $10 billion of the proceeds to our shareholders. We intend to use approximately $2 billion of the proceeds of the F&R transaction to fund strategic, targeted acquisitions to bolster our positions in key growth segments of our Legal Professionals, Corporates and Tax Professionals businesses or for share repurchases. As further discussed in the management’s discussion and analysis section of this annual report, the F&R transaction strengthened our capital structure and improved our financial flexibility. During 2018, we also transitioned from a product-centric structure to a customer-centric structure and remapped our business units into the new segments.

Customer Segments

In 2018, we completed our transition from a product-centric structure to a customer-focused structure organized into five reportable customer segments: Legal Professionals, Corporates, Tax Professionals, Reuters News and Global Print. This new structure allows us to focus on the customer and partner with them to solve challenges that they face in their businesses. For additional information about the results of operations of our customer segments, please see the management’s discussion and analysis section of this annual report.

Legal Professionals

Our Legal Professionals segment serves law firms and governments with research and workflow products, focusing on intuitive legal research powered by emerging technologies and integrated legal workflow solutions that combine content, tools and analytics. The following provides a summary of Legal Professionals’ 2018 revenues by type of customer.

 

 

 

LOGO

Legal Professionals’ primary global competitors are LexisNexis (which is owned by RELX Group) and Wolters Kluwer. Legal Professionals also competes with Bloomberg BNA and other companies that provide legal and regulatory information, as well as Aderant and other companies that provide practice and matter management software. Legal Professionals also competes with client development providers and other service providers and start-ups that support legal professionals.

 

 

 

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Thomson Reuters Annual Report 2018

 

 

 


 

Corporates

Our Corporates segment serves our corporate customers, including the seven largest global accounting firms, with our full suite of offerings across legal, tax and regulatory and compliance functions. The following provides a summary of Corporates’ 2018 revenues by type of customer.

 

LOGO

Corporates’ primary global competitors are Wolters Kluwer, Bloomberg, LexisNexis and MetricStream. Corporates also competes with focused software providers such as Avalara and MitraTech, and at times with large technology companies such as SAP and Oracle, as well as the largest global accounting firms.

Tax Professionals

Our Tax Professionals segment serves tax, accounting and audit professionals in accounting firms (other than the largest seven, which are served by our Corporates segment) as well as governmental taxing authorities, focusing on intuitive tax offerings and automating tax workflows. The following provides a summary of Tax Professionals’ 2018 revenues by type of customer.

 

LOGO

Tax Professionals’ primary competitor across all customer segments is the CCH business of Wolters Kluwer. Other competitors include Bloomberg BNA in tax research, Intuit, Drake Software, CaseWare, Sage and Xero in professional software and services, and Tyler Technologies in government. Tax Professionals also competes with software disruptors such as Karbon, Canopy and Liscio.

Reuters News

Reuters is the world’s largest international multimedia news provider, reaching billions of people every day. It provides trusted business, financial, national and international news to professionals through desktop terminals, the world’s media organizations and directly to consumers via www.reuters.com and Reuters TV. In 2018, Reuters delivered more than 2 million unique news stories, 1.4 million news alerts, 770,000 pictures and images and 117,000 video stories.

Founded 167 years ago and powered by nearly 2,500 journalists around the world, Reuters News has a reputation for speed, impartiality and insight. Reuters is dedicated to upholding the Thomson Reuters Trust Principles and preserving independence, integrity and freedom from bias in the gathering and dissemination of news. For more information on the Thomson Reuters Trust Principles, please see the “Additional Information – Material Contracts – Thomson Reuters Trust Principles and Thomson Reuters Founders Share Company” section of this annual report.

Reuters’ primary competitors include the Associated Press, Agence France-Presse, Getty and Bloomberg.

 

 

 

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Thomson Reuters Annual Report 2018

 

 

 


 

Global Print

Global Print is a leading provider of critical information in print relied on by legal and tax professionals, government (including federal, state, and local government lawyers and judges), law schools and corporations. The business serves customers in the United States, Canada, the United Kingdom, Europe, Australia, Asia and Latin America, as well as some emerging markets. Global Print’s primary global competitors are LexisNexis and Wolters Kluwer.

Key Brands

Our new customer-centric structure enables us to have broader conversations with our customers, with a more cohesive go-to-market approach. We believe that this focus will create opportunities to cross sell more of our products and services across their organizations, increase sales to existing customers, improve retention, and attract new customers. The following table provides information about our key brands and the target customer for each brand.

 

Brand

   Type of Product/Service    Legal

Professionals

   Corporates    Tax
Professionals

Westlaw

Westlaw Edge (U.S.)

Sweet & Maxwell (UK)

Aranzadi (Spain)

La Ley (Argentina)

  

Legal, regulatory and compliance information-based products and services.

 

Thomson Reuters Westlaw is our primary online legal research delivery platform. Westlaw offers authoritative content, powerful search functionality and research organization, team collaboration features, and navigation tools to find and share specific points of law and search for analytical commentary.

 

Localized versions of online legal research services are provided in Argentina, Australia, Brazil, Canada, Chile, China, France, Hong Kong, India, Ireland, Japan, Malaysia, New Zealand, Paraguay, Peru, Singapore, South Korea, Spain, the United Kingdom, Uruguay and other countries. Through Westlaw International, we offer our online products and services to customers in markets where we do not offer a fully localized Westlaw service.

   LOGO    LOGO     

Practical Law

Practical Law Connect

   Legal know-how, current awareness and workflow tools with embedded guidance from expert practitioners. Practice notes, standard documents, checklists and What’s Market tools cover a wide variety of practice areas such as commercial, corporate, labor and employment, intellectual property, finance and litigation. Practical Law currently has offerings in the United Kingdom, United States, Canada, Australia and China.    LOGO    LOGO     

CLEAR

PeopleMap

   Public and proprietary records about individuals and companies with tools for immediately usable results.   

 

LOGO

  

 

LOGO

    

Checkpoint

   Integrated tax information solution that addresses market disruption through integrated research, editorial insight, workflow productivity tools, online learning and news updates, along with intelligent links to related content and software.    LOGO    LOGO    LOGO

FindLaw

   Online legal directory, website creation and hosting services, law firm marketing solutions and peer rating services.    LOGO          

 

 

 

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Brand

   Type of Product/Service    Legal

Professionals

   Corporates    Tax
Professionals

Elite 3E

ProLaw

Legal One

Firm Central

   Suites of integrated software applications that assist with business management functions, including financial and practice management, matter management, document and email management, accounting and billing, timekeeping and records management.    LOGO          

Legal Tracker

   Online spend and matter management, e-billing, legal analytics services, and document storage, search, retrieval.        

 

LOGO

    

eDiscovery Point

Legal Managed Services

   Electronic discovery software solution and outsourced legal services, including managed discovery, document review, financial trade documentation and regulatory change management.    LOGO    LOGO     

Regulatory Intelligence

   Information and software products that provide a single source for regulatory news, analysis, rules and developments, with global coverage of more than 400 regulators and exchanges.         LOGO     

Compliance Learning

   Training programs that assist in changing behavior and supporting a culture of integrity and compliance.        

 

LOGO

    

ONESOURCE

   Comprehensive global tax compliance solution with local, country-specific focus to manage a company’s entire tax lifecycle, including for tax planning, indirect tax, tax provision, tax compliance, transfer pricing, trade and customs, tax information reporting, trust, property, and overall tax workflow management and data management.         LOGO    LOGO

CS Professional Suite

   Scalable, integrated suite of desktop and online software applications that encompass key aspects of a professional accounting firm’s operations, from collecting customer data and posting finished tax returns to the overall management of the accounting practice.              LOGO

Onvio

   International suite of cloud-based products that bring aspects of accounting firm operations into a single, accessible online platform, including for document management, file sharing and collaboration, time and billing, workpaper management and project management.              LOGO

Aumentum

   Integrated software solution for governments to manage the entire property lifecycle in order to simplify property tax functions and improve services to taxpayers.              LOGO

Refinitiv Strategic Partnership

In October 2018, we sold a 55% interest in our former F&R business to private equity funds managed by Blackstone for approximately $17 billion and retained a 45% interest in the new company, which is now known as Refinitiv. An affiliate of Canada Pension Plan Investment Board and an affiliate of GIC invested alongside Blackstone. Additional information about the transaction and the Refinitiv partnership is provided in the management’s discussion and analysis section of this annual report.

Refinitiv is one of the world’s largest providers of financial markets data and infrastructure. It provides leading data and insights, trading platforms and open data and technology platforms that connect a thriving global financial markets community - driving performance in trading, investment, wealth management, regulatory compliance, market data management, enterprise risk and fighting financial crime.

Refinitiv competes with a wide range of large and specialist providers including Bloomberg, FactSet, S&P Global (including its Capital IQ business), FIS, ICE Data Services, Telekurs, Dow Jones and large IT vendors, such as IBM.

 

 

 

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Additional Business Information

Corporate

Our corporate center seeks to foster a group-wide approach to management while allowing our business segments sufficient operational flexibility to serve their customers effectively. The corporate center’s primary areas of focus are strategy, capital allocation, technology operations and infrastructure and talent management. The corporate center is also responsible for overall direction on communications, investor relations, tax, accounting, finance, treasury and legal, and administers human resources services, such as employee compensation, benefits administration, share plans and training and development.

Our Operations & Enablement group unifies more than 10 core functions (most notably, our technology functions, operations centers, real estate and sourcing) into a single enterprise team. We believe that Operations & Enablement continues to provide us with a greater opportunity to accelerate our progress on scale and growth initiatives and allows us to sharpen our focus on allocating resources to our growth priorities.

Technology

We believe we can make information more relevant, more personal and deliver it faster to our customers through the smart use of technology. By using shared platforms and working across our businesses, we are making our data more accessible and valuable for our customers, no matter how they access it. We are increasingly shifting more of our software from being on-premise installations to software-as-a-service (SaaS) or cloud-based offerings that provide customers with access through the Internet.

We believe that we are continually transforming our content, products, services and company to better meet our customers’ needs. We also continue to focus on securing our customer data and global systems as we implement and enhance our security programs.

Our Technology group is a unified enterprise made up of all our development, operations, content platforms, research and innovation teams.

In October 2017, one year after opening our Technology Centre in Toronto, we announced a new long-term facility for the Centre. Once fully staffed, the Centre will house one of Canada’s largest technology hubs dedicated to developing the next generation of products and capabilities for our global customers.

We continue to operate Thomson Reuters Labs facilities to provide us with greater proximity to our customers and partners and to collaborate on data-driven innovation and research. Our Thomson Reuters Lab in Switzerland includes an Incubator program that offers startup companies a physical base and access to our solutions while providing us with greater insight into emerging technologies.

Research and Development

Innovation is essential to our success and is one of our primary bases of competition. Research & Development (R&D), part of Thomson Reuters Labs, performs computer science research and practical development in areas of cognitive computing, including machine learning and AI. This group leads our Centre for AI and Cognitive Computing in Toronto.

Innovation at Thomson Reuters led to the launch of Westlaw Edge in 2018. Westlaw Edge advances legal research by providing legal professionals with the next generation of AI-driven legal search, litigation analytics and sophisticated new research tools to help legal professionals deliver results to their clients faster and more accurately.

Our teams are at the driving edge of how emerging technologies like machine learning, big data, cloud and blockchain can be applied to the distinct challenges of the industries and customers that we serve. We believe that we are uniquely positioned to combine these technologies with the intelligence and human expertise that our customers need to find trusted answers.

Digital Transformation

We have been a pioneer of digital product development for decades. As part of our customer experience transformation, we are creating a more holistic online experience, making it easier for our customers to find, buy and get the most out of our products and interact with Thomson Reuters digitally. In 2018, we improved upon the digital capabilities for some customer renewals and on our MyTR service. We plan to continue investing in further improvements to our digital platforms in 2019.

 

 

 

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Intellectual Property

Many of our products and services are comprised of information delivered through a variety of media, including online, software-based applications, smartphones, tablets, books, journals and dedicated transmission lines. Our principal IP assets include patents, trademarks, trade secrets, databases and copyrights in our content. We believe that our IP is sufficient to permit us to carry on our business as presently conducted. We also rely on confidentiality agreements to protect our rights. We continue to apply for and receive patents for our innovative technologies. Additionally, we continue to acquire patents through the acquisition of companies. We also obtain significant content and data through third party licensing arrangements with content providers. We have registered a number of website domain names in connection with our online operations, and protect our trademarks with registrations, where appropriate.

Sales and Marketing

We primarily sell our products and services directly to our customers. In addition, we sell some of our products and services online directly to customers. Focusing more of our marketing and sales efforts on digital platforms and propositions has allowed us to broaden our range of customers and reduce sales and marketing costs. Some of our products and services are also sold through partners and authorized resellers.

Social Impact

Social Impact is an integral part of our corporate culture at Thomson Reuters and shapes our relationship to employees, customers and our communities. Our social impact approach in 2018 encompassed diversity and inclusion, sustainability and community involvement. Looking forward, we are further aligning our social impact work to the core strengths of the company, promoting justice and transparency through trusted information in support of enhanced accountability, strengthened rule of law, and a more equitable world.

Our strategic approach continues to support our commitment to the United Nations Global Compact, which is underpinned by the Thomson Reuters Trust Principles and our Code of Business Conduct and Ethics. Our Supply Chain Ethical Code is designed to ensure that our suppliers and vendors meet a specified set of standards and reflects anti-bribery and anti-corruption legislation. We continue to report on our progress and update on our key focus areas in our social impact report, which we post on www.thomsonreuters.com.

Diversity & Inclusion

To serve our customers and communities, we want to attract and retain the most talented individuals and create an environment where all our people can develop to their full potential. Valuing and promoting diversity and inclusion are key aspects of this objective. A key component of our diversity and inclusion approach is identification, development and advancement of women globally for leadership positions. In 2018, the overall representation of women in senior leadership positions was 36%, just below our goal of 40% by 2020.

Our business resource groups also provide a network of support for other employees and work with the business to enhance professional development, recruitment and retention. In 2018, for the seventh consecutive year, we scored 100% in the Human Rights Campaign Foundation’s Corporate Equality Index, a U.S. national benchmarking survey and report on corporate policies and practices related to lesbian, gay, bisexual and transgender (LGBT) workplace equality. We received similar recognitions in the United Kingdom, Australia and Hong Kong.

Sustainability

We are committed to ongoing measurement and management of our own emissions and environmental impacts and we continue to identify ways to further assess, monitor and improve our carbon footprint. In 2018, in addition to our normal activities, we analyzed the impacts of corporate changes in locations and resource use to pave the way for more robust targets that will build on our carbon commitment in the years to come.

Community Investment

In 2018, our employees continued to invest in their local communities with over 130,000 hours of volunteering time, made possible with the support of our employee-led global volunteer networks. Our matching gifts and volunteer grants programs continue to be cornerstones of our community investment efforts with employees across the company taking part in numerous fundraising and volunteering efforts throughout the year.

 

 

 

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Thomson Reuters Foundation

The Thomson Reuters Foundation stands for free independent journalism, human rights, women’s empowerment and the rule of law. Leveraging the skills, values and expertise of our company, the Foundation plays a leading role in the global fight against human trafficking and runs a number of programs and initiatives that trigger change and empower people globally: free legal assistance, media development and in-depth coverage of the world’s underreported stories. Additional information on the Foundation can be found at www.trust.org.

Acquisitions and Dispositions

Acquisitions - We have set aside approximately $2 billion from the proceeds of the F&R transaction (discussed earlier in this annual report and below) for future acquisitions. However, if we cannot identify suitable targets in a reasonable timeframe, we may consider using these funds for additional share repurchases.

Our recent acquisitions have been tactical and complemented our existing businesses. We focused on purchasing information or a service that we subsequently integrated into our operations to broaden the range of our offerings. In recent years, we have also targeted some acquisitions on broadening our product and service offerings in higher growth market segments and executing our global growth strategy, particularly in rapidly developing economies. In November 2018, we acquired Integration Point, a global trade management business.

Dispositions - As part of our continuing strategy to optimize our portfolio of businesses and ensure that we are investing in parts of our business that offer the greatest opportunities to achieve growth and returns, we have sold a number of businesses during the last several years. As discussed earlier in this annual report, we sold 55% of our former F&R business in October 2018 to private equity funds managed by Blackstone for approximately $17 billion and retained a 45% interest in the new company, which is now known as Refinitiv. Additional information about the partnership is provided in the management’s discussion and analysis section of this annual report.

For more information on acquisitions and dispositions that we made in the last two years, please see the management’s discussion and analysis section of this annual report.

Employees

The following table sets forth information about our employees as of December 31, 2018.

 

By Region

        

Americas

     16,800  

Asia Pacific

     5,500  

Europe, Middle East and Africa (EMEA)

     3,500  

By Unit

        

Legal Professionals

     4,800  

Corporates

     3,400  

Tax Professionals

     1,900  

Global Print

     500  

Reuters News

     2,700  

Operations & Enablement

     7,300  

Corporate Center (Enabling Functions)

     2,200  

Other(1)

     3,000  

Thomson Reuters

     25,800  

(1) Reflects employees in our Latin America, Asia and Emerging Markets and Government businesses.

 

 

 

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We believe that we generally have good relations with our employees, unions and work councils, although we have had disputes from time to time with the various unions that represent some of our employees. Our senior management team is committed to maintaining good relations with our employees, unions and works councils.

Properties and Facilities

We own and lease office space and facilities around the world to support our businesses. We believe that our properties are in good condition and are adequate and suitable for our present purposes. The following table provides summary information about our principal properties as of December 31, 2018.

 

 

Facility

 

 

 

Approx. Sq. Ft.

 

 

 

Owned/Leased

 

 

 

Principal Use

 

610 Opperman Drive,

Eagan, Minnesota, United States

  2,792,000   Owned   Legal Professionals headquarters and operating facilities

2395 Midway Road,

Carrollton, Texas, United States

  409,150   Owned   Tax Professionals and Corporates headquarters and operating facilities

6300 Interfirst Drive,

Ann Arbor, Michigan,

United States

  247,250   Owned   Tax Professionals operating facility

3 Times Square,

New York, New York,

United States

  124,000   Owned/subleased(1)   Corporates and Reuters News operating facility

333 Bay Street,

Toronto, Ontario, Canada

  59,250(2)   Leased   Thomson Reuters headquarters and Legal Professionals operating facilities

Landis & Gyr 3,

Zug, Switzerland

  50,250   Leased   Corporate center office

 

(1)   The landlord (3XSQ Associates) is an entity owned by one of our subsidiaries and Rudin Times Square Associates LLC. 3XSQ Associates was formed to build and operate the 3 Times Square property. Our ownership interest in this property was retained in connection with the F&R transaction and the primary lease (which covers approximately 690,000 sq. ft.) was transferred to Refinitiv. We are utilizing approximately 124,000 sq. ft. from Refinitiv.
(2)   Represents our net occupied area. Our main lease is for 86,250 sq. ft. and we subleased 22,000 sq. ft. to Refinitiv and 5,000 sq. ft. to a third party.

 

 

 

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Risk Factors

 

 

The risks and uncertainties below represent the risks that our management believes are material. If any of the events or developments discussed below actually occurs, our business, financial condition or results of operations could be adversely affected. Other factors not presently known to us or that we presently believe are not material could also affect our future business and operations.

 

 

We may be adversely affected by uncertainty, downturns and changes in the markets that we serve, in particular in the legal, tax and accounting industries.

We operate in a dynamic external environment that is rapidly shifting due to innovation in technology, evolving and increasing global regulation, information proliferation and a generation of new users. While we believe that we operate in attractive market segments, our performance depends on the financial health and strength of our customers, which in turn is primarily dependent on the general economy in the United States (77% of our 2018 revenues) and secondarily on the general economies in Europe, Asia Pacific, Canada and Latin America.

In 2018, the economic environment for our core businesses continued to be challenging, which was similar to that experienced in recent years. The momentum and pace of growth continued to be unequal around the world, as advances in some regions were offset by weaknesses in others. Uncertainty in global economic and market conditions, including those related to the U.K.’s plan to leave the European Union (Brexit) and actions of the U.S. federal government, continued to cause disruptions and volatility worldwide.

In 2018, we derived 80% of our revenues from our Legal Professionals, Corporates and Tax Professionals businesses, which primarily serve professionals in the legal, tax and accounting industries. Global uncertainty and changing economic conditions continue to impact these industries. Power continues to shift from law firms to their corporate customers. Larger law firms in particular continue to be challenged in their efforts to increase revenue growth as corporate counsels limit increases in billing rates and hours, keep more work in-house and insist on increased transparency and efficiency from law firms. This has caused a number of law firms to increase their focus on increasing efficiency and reducing costs (including spending on legal and compliance research). Technology is also changing how legal, tax and accounting professionals work and the evolving regulatory landscape is enabling new types of services, which can benefit our Legal Professionals, Corporates and Tax Professionals segments. While we have been allocating greater amounts of capital to our solutions offerings across the Legal Professionals, Corporates and Tax Professionals segments that we believe present the highest growth opportunities, a future decline in U.S. online revenues associated with these segments could adversely affect our profitability and cash flows.

Cost-cutting, reduced spending or reduced activity by any of our customer segments may decrease demand for, and usage of, some of our products and services. This could adversely affect our financial results by reducing our revenues, which could in turn reduce the profitability of some of our products and services. Cost-cutting by customers has also caused us to further simplify our organization and take additional steps beyond those we might otherwise take to optimize our own cost structure as a means to maintain or improve profitability.

As expected, Global Print (13% of our 2018 revenues) experienced a 3% revenue decline (in constant currency) in 2018, as customers continued to migrate from traditional print formats to digital solutions. An accelerated decline in Global Print revenues could adversely affect our profitability (as Global Print has higher margins than our overall business) as well as our cash flows.

 

 

 

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We operate in highly competitive markets and may be adversely affected by this competition.

The markets for our information, software, services and news are highly competitive and are subject to rapid technological changes and evolving customer demands and needs. As the competitive landscape changes, our customers increasingly look to us to help them take action by combining information, technology and human expertise to provide trusted answers.

 

·   

Many of our principal competitors are established companies that have substantial financial resources, recognized brands, technological expertise and market experience and these competitors sometimes have more established positions in certain product segments and geographic regions than we do. Some larger companies that compete with us, such as enterprise resource planning (ERPs) companies, have large installed customer bases.

 

·   

We also compete with smaller and sometimes newer companies, some of which seek to differentiate themselves from the breadth of our offerings by being specialized, with a narrower focus than our company. As a result, they may be able to adopt new or emerging technologies, including AI and analytic capabilities, or address customer requirements more quickly than we can. New and emerging technologies can also have the impact of allowing start-up companies to enter the market more quickly than they would have been able to in the past.

 

·   

We may also face increased competition from Internet service companies and search providers that could pose a threat to some of our businesses by providing more in-depth offerings, adapting their products and services to meet the demands of their customers or combining with one of their traditional competitors to enhance their products and services.

To better serve the needs of their existing customers and to attract new customers, our competitors continue to:

 

·   

enhance and improve their products and services (such as by adding new content and functionalities);

 

·   

develop new products and services;

 

·   

invest in technology; and

 

·   

acquire additional businesses and partner with other businesses in key sectors that will allow them to offer a broader array of products and services.

Some of our competitors are also aggressively marketing their products as a lower cost alternative and offering price incentives to acquire new business, although we believe that many of our customers continue to see the value reflected in our offerings that sometimes results in a higher price. As some of our competitors are able to offer products and services that may be viewed as more cost effective than ours or which may be seen as having greater functionality or performance than ours, the relative value of some of our products or services could be diminished.

Competition may require us to reduce the price of some of our products and services (which may result in lower revenues) or make additional capital investments (which might result in lower profit margins). If we are unable or unwilling to reduce prices or make additional investments for some of our products and services in the future, we may lose customers and our financial results may be adversely affected. Some of our current or future products or services could also be rendered obsolete as a result of competitive offerings and new technologies.

In addition, some of our customers have in the past and may decide again to develop independently certain products and services that they obtain from us, including through the formation of partnerships or consortia. If more of our customers become self-sufficient, demand for our products and services may be reduced. If we fail to compete effectively, our revenues, profitability and cash flows could be adversely affected.

 

 

 

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Fraudulent or unpermitted data access or other cyber-security or privacy breaches may cause some of our customers and the public to lose confidence in our security measures and could result in decreased sales and increased costs for our company.

Similar to other global multinational companies that provide services online and also due to the prominence of our Reuters News business, we experience cyber-threats, cyber-attacks and security breaches, which can include unauthorized attempts by state-sponsored groups and individuals to access, disable, improperly modify or degrade our information, systems and networks, the introduction of computer viruses and other malicious codes and fraudulent “phishing” e-mails that seek to misappropriate data and information or install malware onto users’ computers. Cyber-threats in particular vary in technique and sources, are persistent, frequently change and increasingly are more sophisticated, targeted and difficult to detect and prevent against. None of these threats and related incidents to date have resulted in a material adverse impact for our business.

While we have dedicated resources at our company who are responsible for maintaining appropriate levels of cyber-security and we utilize third party technology products and services to help identify, protect and remediate our company’s information technology systems and infrastructure against security breaches and cyber-incidents, our measures may not be adequate or effective to prevent, identify or mitigate attacks by hackers or breaches caused by employee error, malfeasance or other disruptions. While we maintain what we believe is sufficient insurance coverage that may (subject to certain policy terms and conditions including self-insured deductibles) cover certain aspects of third party security and cyber-risks and business interruption, our insurance coverage may not always cover all costs or losses and it does not extend to any reputational damage or costs incurred to improve systems as a result of these types of incidents.

We are also dependent on security measures that some of our third party suppliers and customers are taking to protect their own systems, infrastructures and cloud-based applications and services. Increasingly, many of these third party suppliers, including certain hosted software applications that we use for confidential data storage, employ cloud computing technology for storage. These providers’ cloud computing systems may be susceptible to cyber-incidents, such as intentional cyber-attacks to access or obtain sensitive data or inadvertent cyber-security compromises which are outside of our control. Additionally, our outsourcing of certain functions requires us to sometimes grant network access to third party suppliers. If our third party suppliers do not maintain adequate security measures, do not require their sub-contractors to maintain adequate security measures or do not perform as anticipated and in accordance with contractual requirements, personal data of customers, employees or other individuals could be compromised and we may experience operational difficulties, loss of intellectual property rights or other sensitive data, loss of customer trust and increased costs, all of which could adversely impact our brand and reputation and materially impact our business and results of operations. In addition, if a customer experiences a data security breach that results in the misappropriation of some of our proprietary business information, our company’s reputation could be harmed, even if we were not responsible for the breach.

We collect, store, use and transmit sensitive data, including public records, intellectual property, our proprietary business information and personally identifiable information of our customers, employees and other individuals on our networks. A number of our customers and suppliers also entrust us with storing and securing their own confidential data and information. Our businesses include certain subscription-based screening products which we sell to institutional customers and governments to enable them to satisfy various regulatory obligations, including anti-money laundering reviews, know-your-customer checks, sanctions screening, politically exposed person screening, anti-bribery and corruption screening, counter-terrorist financing and the prevention of financial crimes. Any fraudulent, malicious or accidental breach of our data security could result in unintentional disclosure of, or unauthorized access to, third party, customer, vendor, employee or other confidential or sensitive data or information, which could potentially result in additional costs to our company to enhance security or to respond to occurrences, lost sales, violations of privacy or other laws, penalties, fines, regulatory action or litigation. In addition, media or other reports of perceived security vulnerabilities to our systems or those of our third party suppliers, even if no breach has been attempted or occurred, could adversely impact our brand and reputation and materially impact our business and results of operations.

Misappropriation, improper modification, destruction, corruption or unavailability of data and information, or ransom demands due to cyber-attacks or other security breaches, could damage our brand and reputation. Customers and the public could lose confidence in our security measures and reliability, which would harm our ability to retain customers and gain new ones. We could also face litigation or other claims from impacted individuals as well as substantial regulatory sanctions or fines. If any of these were to occur, it could have a material adverse effect on our business and results of operations.

 

 

 

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We rely heavily on our own and third party data centers, network systems, telecommunications and the Internet and any failures or disruptions may adversely affect our ability to serve our customers and could negatively impact our revenues and reputation.

Most of our products and services are delivered electronically and our customers depend on our ability to receive, store, process, transmit and otherwise rapidly handle very substantial quantities of data and transactions on computer-based networks. Our customers also depend on the continued capacity, reliability and security of our data centers, networks, telecommunications and other electronic delivery systems, including websites and the Internet. Our employees also depend on these systems for our internal use. We are increasingly shifting more of our software from being on-premise installations to software-as-a-service (SaaS) or cloud-based offerings that provide customers with access through the Internet.

Upon the closing of the F&R transaction, most of our company’s data centers and many of our network systems transferred to Refinitiv. Under a transition services agreement, Refinitiv has agreed to provide Thomson Reuters with data center services through October 1, 2020 and various network services through October 1, 2021 (and we have agreed to provide certain data center and network services to Refinitiv through those dates). As a result, many of our businesses are largely dependent on Refinitiv for continued reliable and secure services in these areas. We are seeking to efficiently exit these data center and network arrangements prior to that time. Refinitiv is not obligated to continue providing data center or network services following the termination of the transition services agreement on commercially reasonable terms, or at all, and it is possible that we will not be able to switch our operations to other providers in a timely and cost effective manner if the need arises. If we are unable to maintain or renegotiate commercially acceptable arrangements with Refinitiv to provide data center or network services or find substitutes or alternative sources, our business could be adversely affected. As part of our company’s plans to completely separate from Refinitiv, we are planning to deploy a new global network and implement various new enterprise systems during 2019. These changes could result in unforeseen network or system failures or breaches.

Any significant failure, compromise, cyber-breach or interruption of our systems, including operational services, loss of service from third parties, sabotage, break-ins, war, terrorist activities, human error, natural disaster, power or coding loss and computer viruses, could cause our systems to operate slowly or could interrupt service for periods of time. While we have (and Refinitiv has) disaster recovery and business continuity plans that utilize industry standards and best practices, including back-up facilities for primary data centers, a testing program and staff training, the systems are not always fully redundant and disaster recovery and business continuity plans may not always be sufficient or effective. To the extent that our telecommunications, information technology systems, cloud-based service providers or other networks are managed or hosted by third parties, we would need to coordinate with these third parties to resolve any issues. In the past when we have experienced slow operation of our systems or service interruptions, some of our products, services or websites have been unavailable for a limited period of time, but none of these occurrences have been material to our business.

Our ability to effectively use the Internet may also be impaired due to infrastructure failures, service outages at third party Internet providers or increased government regulation. In addition, we are facing significant increases in our use of power and data storage. We may experience shortage of capacity and increased costs associated with such usage. These events may affect our ability to store, process and transmit data and services to our customers.

If we are unable to develop new products, services, applications and functionalities to meet our customers’ needs, attract new customers and retain existing ones, expand into new geographic markets and identify areas of higher growth, our ability to generate revenues or achieve higher levels of revenue growth in the future may be adversely affected.

Our growth strategy involves developing new products, services, applications and functionalities in a timely and cost effective manner to meet our customers’ needs, anticipating and responding to industry trends and technological changes, and maintaining a strong position in the sectors that we serve. In 2019, we are seeking to further improve customer and digital experiences and our sales and marketing expertise, and continue to simplify the organization.

 

·   

We continue to allocate more resources and increasing investments in opportunities in our portfolio of businesses that we believe have the highest potential for strategic growth. While we are confident that this focus will lead to increased revenues, there is no assurance that we will be successful in increasing our company’s overall revenue growth in the future.

 

 

 

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·   

Disruptive and new technologies such as blockchain, machine automation, AI, data synthesis and user-generated capabilities are creating a need to adapt rapidly to the shifting landscape. Customers are also seeking more cloud-based solutions. While we are focused on these changes to the technological landscape, if we fail to adapt, or do not adapt quickly enough, our financial condition and results of operations could be adversely impacted.

 

·   

Growth in today’s business environment has required us to explore different business models than we have in the past. We have been increasing our focus on driving growth through more collaboration and stronger relationships with both established and emerging companies and incubators. Some of these initiatives combine another company’s technology, data or other capabilities with our products and services. Our sale of a 55% interest in our F&R business was based in part on our view that we could accelerate growth in the F&R business with a strategic partner, and it would also allow us to increase our focus on expanding our positions in the legal, tax and accounting and regulatory market segments. All of these initiatives involve a number of risks, including the risk that the expected synergies will not be realized, that the expected results will not be achieved, that a new initiative may conflict or detract from our existing businesses or that security measures may not be adequate. While we believe these initiatives will be attractive to our customers, allow us to innovate more quickly and build sales channels in segments that we could not have reached as quickly on our own, we are unable to provide any assurances that these initiatives will increase our revenue growth.

Over the last few years, we have made significant investments designed to improve and enhance the functionality and performance of a number of our key products, such as Westlaw Edge, Elite 3E, Practical Law, Onvio and ONESOURCE. We have also successfully migrated customers from legacy offerings to our current propositions and continued to enhance the reliability and resiliency of the technology infrastructure that we use to deliver products and services. However, if our customers’ adoption rates for existing and new products and services are lower than our expectations, our revenues may be lower and our results of operations may be adversely affected.

Some of our businesses, in particular Legal Professionals, Corporates and Tax Professionals, continue to evolve towards becoming greater providers of software and solutions to our customers as part of an ongoing transformation from focusing primarily on providing content, data and information. Solutions often are designed to integrate our core content, data and information with software and workflow tools. While we believe that transitioning a greater part of our business to software and solutions will help us increase customer value, create growth, diversify business mix and differentiate us from competitors, operating a business with a greater percentage of software and solutions may result in lower profit margins.

As we focus on organic revenue growth, it may take us a longer period of time and we may need to incur greater costs to develop new products, services, applications and functionalities to meet needs of customers, attract new customers or expand into these markets. If we are unable to do so, our ability to increase our revenues may be adversely affected.

Historically, our customers accessed our web-based products and services primarily through desktop computers and laptops. Over the last few years, Internet use through smartphones, tablets and other mobile devices has increased significantly. Applications or “apps” have also experienced significant growth and popularity. As a result of this shift, we have been focused on developing, supporting and maintaining various products and services on different platforms and devices (some of which complement traditional forms of delivery). If our competitors are able to release alternative device products, services or apps more quickly than we are able to, or if our customers do not adopt our offerings in this area, our revenues and retention rates could be adversely affected.

Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services.

In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and this trend is expected to continue. For example:

 

·   

Some governmental and regulatory agencies have increased the amount of information they make publicly available at no cost;

 

·   

Several companies and organizations have made certain legal and tax information publicly available at no cost; and

 

·   

“Open source” software that is available for free may also provide some functionality similar to that in some of our products.

 

 

 

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Public sources of free or relatively inexpensive information may reduce demand for our products and services. Demand could also be reduced as a result of cost-cutting initiatives at certain companies and organizations. Although we believe our information is more valuable and enhanced through analysis, tools and applications that are embedded into customers’ workflows, our financial results may be adversely affected if our customers choose to use these public sources as a substitute for our products or services.

We may be unable to derive fully the anticipated benefits from the Refinitiv strategic partnership.

As previously mentioned, in October 2018, we closed the sale of a 55% interest in our F&R business (now Refinitiv) to private equity funds managed by Blackstone. We own a 45% equity stake in Refinitiv.

There can be no assurance that the Refinitiv partnership will result in that business realizing its anticipated opportunities and growth. If events or changes in circumstances indicate that the carrying value of our investment in Refinitiv is above its current fair value, we may be required to record an impairment charge in the period that the determination is made, which would reduce our reported assets and earnings. In addition, market views in the future regarding the value of our investment in Refinitiv may increase volatility to the price of our shares.

In connection with the closing of the F&R transaction, Reuters News agreed to supply news and editorial content to Refinitiv for a 30-year term which expires in 2048. Any termination of this agreement could adversely affect Reuters News’ revenues and operations.

One of our strategic rationales for the F&R transaction was to provide us with an increased focus on our Legal Professionals, Corporates and Tax Professionals segments. If we are unable to accelerate growth in those segments, it could have an adverse effect on our financial condition and results of operations.

Completing the separation of Refinitiv from Thomson Reuters may be more difficult, costly or time consuming than expected, which may adversely affect our company.

Our company and Refinitiv separated our respective operations in connection with the closing of the transaction. However, Refinitiv and our company entered into multi-year transition services agreements for a wide range of certain services, notably in technology. We are relying on Refinitiv to meet its obligations under the transition services agreements. If Refinitiv is unable to satisfy those obligations, we could incur additional costs, operational difficulties or losses. Conversely, Refinitiv is relying on us to satisfy our obligations under the transition services agreements. We could be liable to Refinitiv if we breach our obligations as a service provider under the transition services agreements. In addition, during the transition services period, our management and employees may be required to divert some of their attention away from our business in order to provide services to Refinitiv, which could adversely affect our business and operations.

The process to completely separate Refintiv from our company is a complex, costly and time-consuming process. There are other significant challenges to successfully implementing the separation, many of which may be beyond the control of our company, including, without limitation:

 

·   

unanticipated issues, costs or delays in separating technology, operations, systems, procedures and policies into two standalone businesses; and

 

·   

managing increased costs or inefficiencies following the separation of the two organizations’ operations.

Issues related to completely separating the two organizations may also adversely affect our relationships with employees, suppliers, customers, distributors, licensors and others with whom we have business or other dealings.

If we are unable to successfully adapt to organizational changes and effectively implement strategic initiatives, our reputation and results of operations could be impacted.

We have experienced, and are in the midst of experiencing, significant organizational changes.

 

·   

In October 2018, we completed the sale of a 55% interest in our F&R business (now Refinitiv). When the transaction closed, we split our workforce between Thomson Reuters and the new Refinitiv partnership.

 

·   

During 2018, in connection with the F&R transaction and as part of restructuring our remaining businesses into new customer segments, we appointed several new leaders for our businesses and a number of executives departed our company.

 

 

 

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·   

As part of our simplification and transformation initiatives, we have reduced staff, consolidated various technology platforms and content assets, standardized internal processes, outsourced various activities, and consolidated various offices/real estate around the world.

Our ability to successfully manage organizational changes is important for our future business success. In particular, our reputation and results of operations could be harmed if employee morale, engagement or productivity decline as a result of organizational or simplification changes.

Furthermore, we may not realize cost savings and synergies that we expect to achieve from our current strategic initiatives due to a variety of risks, including, but not limited to, operational challenges across impacted business segments, difficulties in integrating shared services with our business, higher than expected employee severance or retention costs, higher than expected overhead expenses, delays in the anticipated timing of activities related to our initiatives and other unexpected costs associated with operating our business. If we are unable to achieve the cost savings or synergies that we expect to achieve from our strategic initiatives, it could adversely affect our profitability and related margins.

Operating globally involves challenges that we may not be able to meet and that may adversely affect our ability to grow.

While our operations are less global following the closing of the F&R transaction, we continue to serve customers around the world. In 2018, 23% of our revenues were derived outside of the United States. As of December 31, 2018, approximately 53% of our employees were located outside of the United States.

We believe that there are advantages to operating globally, including a proportionately reduced exposure to the market developments of a single country or region. However, there are certain risks inherent in doing business globally which may adversely affect our business and ability to grow. These risks include:

 

·   

Difficulties in penetrating new markets due to established and entrenched competitors;

 

·   

Difficulties in developing products and services that are tailored to the needs of local customers;

 

·   

Lack of local acceptance or knowledge of our products and services;

 

·   

Lack of recognition of our brands;

 

·   

Economic slowdowns, instability and volatility in local markets and political instability of governments;

 

·   

Unavailability of local companies for acquisition or joint venture partners;

 

·   

Exposure to possibly adverse governmental or regulatory actions in countries where we operate or conduct business;

 

·   

Higher inflation rates in the countries in which we do business;

 

·   

The impact of foreign currency fluctuations on prices charged to local customers, notably when there is strengthening of the U.S. dollar;

 

·   

Changes in laws and policies affecting trade and investment in other jurisdictions; and

 

·   

Managing compliance with varying and sometimes conflicting laws and regulations across the countries in which we do business.

Adverse developments in any of these areas could cause our actual results to differ materially from expected results. Challenges associated with operating globally may increase for our company as we continue to expand into geographic areas that we believe present the highest growth opportunities.

 

 

 

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We generate a significant percentage of our revenues from recurring, subscription-based arrangements, and our ability to maintain existing revenues and to generate higher revenues is dependent in part on maintaining a high renewal rate.

In 2018, 75% of our revenues were derived from subscriptions or similar contractual arrangements, which result in recurring revenues. Our revenues are supported by a relatively fixed cost base that is generally not impacted by fluctuations in revenues. These products are generally provided under subscription arrangements that have terms ranging from one to five years, which most customers renew at the end of each term. Renewal dates are spread over the course of the year. In order to maintain existing revenues and to generate higher revenues, we are dependent on a significant number of our customers to renew their arrangements with us. In our Legal Professionals, Corporates and Tax Professionals business segments, our customers have increasingly been seeking products and services delivered electronically. Our revenues could be lower if a significant number of our customers renewed their arrangements with us, but reduced the amount of their spending.

We are dependent on third parties for data, information and other services.

We obtain significant data and information through licensing arrangements with content providers, some of which may be viewed as competitors. Some providers may seek to increase fees for providing their proprietary content or services and others may not offer our company an opportunity to renew existing agreements.

In addition, we rely on third party service providers for telecommunications and other services that we have outsourced, such as certain human resources administrative functions, facilities management and IT services.

If we are unable to maintain or renegotiate commercially acceptable arrangements with these content or service providers or find substitutes or alternative sources of equivalent content or service, our business could be adversely affected. Our revenues and margins could also be reduced if some of our competitors obtained exclusive rights to provide or distribute certain types of data or information that was viewed as critical by our customers.

We may be adversely affected by changes in legislation and regulation, which may impact how we provide products and services and how we collect and use information.

Legislative and regulatory changes that impact our customers’ industries also impact how we provide products and services to our customers.

Laws relating to privacy, data security, data protection, anti-money laundering, electronic and mobile communications, e-commerce, direct marketing and digital advertising and the use of public records have become more prevalent and developed in recent years.

In the ordinary course of business, we collect, store, use and transmit certain types of information that are subject to an increasing number of different laws and regulations. In particular, data security, data protection and privacy laws and regulations that we are subject to often vary by jurisdiction and include, without limitation, the General Data Protection Regulation (GDPR) and various U.S. federal and state laws and regulations. These laws and regulations are continuously evolving. In 2016, the European Commission and U.S. adopted a new framework structure called the Privacy Shield to govern transfers of personal data from the European Union and Switzerland to entities in the United States which subscribe to the Privacy Shield. The Privacy Shield and other data transfer mechanisms are likely to be reviewed by the European courts, which may lead to uncertainty about the legal basis for data transfers between to the U.S. or interruption of such transfers. In 2018, the GDPR replaced the existing E.U. Data Protection Directive. The GDPR introduced new data protection requirements and related compliance obligations in the E.U. and significantly increases fines for breaches. In 2018, the State of California enacted the California Consumer Privacy Act 2018 (CCPA), putting into place new data privacy rights for consumers which will come into effect on January 1, 2020. Legislators have stated that they intend to propose amendments to the CCPA, and it remains unclear what, if any, modifications will be made to the CCPA or how it will be interpreted. Other U.S. states have implemented or are considering similar legislation, which, if passed, could create more risks and potential costs for us.

We are also subject to data localization laws in certain countries, which require us to store and process certain types of data within a particular country. The regulatory landscape in various countries where we operate continues to evolve and sometimes includes strict local rules regarding the use (or restrictions on use) of encryption technologies as well as broad governmental rights related to Internet monitoring and regulation of Internet transmissions.

 

 

 

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Existing, new and proposed legislation and regulations, including changes in the manner in which such legislation and regulations are interpreted by courts, may:

 

·   

Impose limits on our collection and use of certain kinds of information and our ability to communicate such information effectively to our customers;

 

·   

Increase our cost of doing business or require us to change some of our existing business practices; and

 

·   

Conflict on a global basis (such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws).

The United Kingdom’s plan to leave the European Union (Brexit) and actions of the U.S. federal government have also created some legal uncertainties and it is difficult to predict in what form laws and regulations will be adopted, changed or repealed, how they will be construed by the relevant courts, or the extent to which any changes might adversely affect us.

Although we have implemented policies and procedures that are designed to ensure compliance with applicable laws, rules and regulations, we could be subject to penalties as well as reputational harm for any violations.

Tax matters, including changes to tax laws, regulations and treaties, could impact our effective tax rate and our results of operations.

We operate in many countries worldwide and our earnings are subject to taxation in many different jurisdictions and at different rates. We seek to organize our affairs in a tax efficient manner, taking account of the jurisdictions in which we operate. In 2018, our effective tax rate was lower than the Canadian corporate income tax rate due significantly to lower tax rates and differing tax rules applicable to certain of our operating and financing subsidiaries outside Canada. Our effective tax rate has fluctuated in the past and is likely to fluctuate in the future, reflecting the mix of taxing jurisdictions in which pre-tax profits and losses are recognized. Our effective tax rate and our cash tax cost in the future will depend on the laws of numerous countries and the provisions of multiple income tax treaties between various countries in which we operate. Changes in tax laws and regulations, international treaties and tax accounting standards and/or uncertainty over their application and interpretation as well as changes in the geographic mix of our profits may adversely affect our results (notably our income tax expense) and our effective tax rate. Tax-related changes or tax rulings may also require adjustments to our previously filed tax returns, which if unfavorable, may adversely affect our results. Tax laws and regulations that apply to our company may also be amended by the relevant authorities due to changes in fiscal circumstances or priorities. These types of amendments, or their application to our company, may adversely affect our results.

Many governments in jurisdictions where we operate are facing budget deficits and challenges and as a result, may look to increase their tax revenues through increased audit activity and tax reform. Various tax-related legislative initiatives have been proposed or are being discussed that if enacted, could adversely affect our tax positions and/or our tax liabilities. The Organization for Economic Co-operation and Development (OECD), which is comprised of member countries that encompass many of the jurisdictions where we operate, has been working on a coordinated, multi-jurisdictional approach to address issues in existing tax systems associated with “base erosion and profit shifting” (BEPS) that the OECD believes may lead to tax avoidance by global companies. In 2016, the member states of the European Union adopted an anti-tax avoidance directive which is intended to provide uniform implementation of BEPS measures across all of the member states by the start of 2020.

In December 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Act), which significantly alters how the U.S. taxes corporations. Accounting for the income tax effects of the Tax Act requires complex computations and significant judgments and estimates not previously required under U.S. law. The Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%. We have made reasonable estimates of the effects and recorded provisional adjustments to our deferred tax balances amounts in our financial statements for the year ended December 31, 2018. The Tax Act includes a number of provisions that may offset future benefits associated with the reduced tax rate. These provisions include (but are not limited to) further limitations on deductions for interest expense and the introduction of a minimum tax under which certain payments to foreign affiliates are non-deductible. The U.S. Treasury Department, the Internal Revenue Service and other standard-setting bodies may issue further regulations or guidance on how the provisions of the Tax Act will be applied or otherwise administered that is different from our interpretations. We expect these provisions and/or forthcoming regulations to adversely impact our tax expense in periods beginning in 2019. As we conduct additional analyses and collect additional information, and as any further regulatory guidance is issued, we may need to make adjustments to the provisional amounts in our financial statements that could materially affect our U.S. federal income tax position and our financial condition and results of operations in the period in which the adjustments are made.

 

 

 

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Currency and interest rate fluctuations and volatility in global currency markets may have a significant impact on our reported revenues and earnings.

Our financial statements are expressed in U.S. dollars and are, therefore, subject to movements in exchange rates on the translation of the financial information of businesses whose functional currencies are not U.S. dollars. We receive revenues and incur expenses in many currencies and are thereby exposed to the impact of fluctuations in various currency rates. Foreign currency movements have been unusually volatile over the last few years and volatility in foreign currencies is expected to continue as the U.K. negotiates its exit from the European Union.

Exchange rate movements in our foreign currency exposures may cause fluctuations in our consolidated financial statements. If our operations outside of the U.S. expand, we expect this trend will continue. We monitor foreign currency exposures on a regular basis and our largest foreign currency exposures are currently the Canadian dollar, the Indian rupee, the Euro, the Brazilian real, the Argentine peso and the British pound sterling. We have historically, and may in the future, hedge some of our foreign currency exposure if we believe that it may be material to our financial results.

We monitor the financial stability of the foreign countries in which we operate. Global markets continued to experience uncertainty in 2018, and continuing volatility could adversely affect our results.

Substantially all of our non-U.S. dollar-denominated debt is in Canadian dollars and has been hedged into U.S. dollars. In addition, an increase in interest rates from current levels could adversely affect our results in future periods.

If we do not continue to attract, motivate and retain high quality management and key employees, we may not be able to execute our strategies.

The completion and execution of our strategies depends on our ability to continue to attract, motivate and retain high quality management and employees across all of our businesses. We compete with many businesses that are seeking skilled individuals, particularly those with experience in technology and data science. Competition for professionals in our Legal Professionals, Corporates and Tax Professionals segments in particular can also be intense as other companies seek to enhance their positions in our market segments. Future organizational changes could also cause our employee attrition rate to increase. If we are unable to continue to identify or be successful in attracting, motivating and retaining the appropriate qualified personnel for our businesses, it could adversely affect our ability to execute our strategies.

In connection with the continued separation of Refinitiv from the rest of Thomson Reuters, current and prospective employees of our company may experience uncertainty about their future roles with Thomson Reuters, which may materially and adversely affect our ability to attract and retain key personnel. Some key employees may leave the company because of this uncertainty or a desire not to remain with Thomson Reuters. The departure of existing key employees or the failure of potential key employees to accept employment with Thomson Reuters, despite our recruiting efforts, could have a material and adverse impact on our business.

Our brands and reputation are important company assets and are key to our ability to remain a trusted source of information and news.

The integrity of our brands and reputation is key to our ability to remain a trusted source of information and news and to attract and retain customers. Negative publicity regarding our company or actual, alleged or perceived issues regarding one of our products or services could harm our relationship with customers.

We granted Refinitiv a license to permit it to brand its products/services and company name with the “Reuters” mark, subject to applicable limitations and restrictions in the trademark license agreement intended to protect the “Reuters” mark. While we understand that Refinitiv does not plan to brand its products/services or company name with the “Reuters” mark as part of its longer-term strategy, any actions taken by Refinitiv under the Reuters name could potentially have a negative impact on our company’s reputation, despite the protective provisions of the license agreement.

Failure to protect our brands or a failure by our company to uphold the Thomson Reuters Trust Principles may also adversely impact our credibility as a trusted supplier of content and may have a negative impact on our information and news business.

 

 

 

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Our intellectual property rights may not be adequately protected, which may adversely affect our financial results.

Many of our products and services are based on information delivered through a variety of media, including online, software-based applications, smartphones, tablets, books, journals and dedicated transmission lines. We rely on agreements with our customers and employees and patent, trademark, copyright and other intellectual property laws to establish and protect our proprietary rights in our products and services. Third parties may be able to copy, infringe or otherwise profit from our proprietary rights without authorization and the Internet may facilitate these activities. We also seek to maintain certain intellectual property rights, and third parties or our employees could intentionally or accidentally compromise the intellectual property rights that we maintain. We also conduct business in some countries where the extent of effective legal protection for intellectual property rights is uncertain. We cannot assure you that we have adequate protection of our intellectual property rights. If we are not able to protect our intellectual property rights, our financial results may be adversely affected.

The intellectual property of an acquired business may also be an important component of the value that we agree to pay for such a business. However, such acquisitions are subject to the risks that the acquired business may not own the intellectual property that we believe we are acquiring, that the intellectual property is dependent upon licenses from third parties, that the acquired business infringes upon the intellectual property rights of others or that the technology does not have the acceptance in the marketplace that we anticipated. If we are not able to successfully integrate acquired businesses’ intellectual property rights, our financial results may be adversely affected.

Some of our competitors may also be able to develop new products or services that are similar to ours without infringing our intellectual property rights, which could adversely affect our financial condition and results of operations.

We operate in a litigious environment which may adversely affect our financial results.

We may become involved in legal actions and claims arising in the ordinary course of business, including employment matters, commercial matters, libel/defamation/privacy claims and intellectual property infringement claims. Regardless of the merit of legal actions and claims, such matters can be expensive, time consuming, or harmful to our reputation and in recognition of these considerations, we may engage in arrangements to settle litigation. While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Due to the inherent uncertainty in the litigation process, the resolution of any particular legal proceeding could result in changes to our products and business practices and could have a material adverse effect on our financial position and results of operations.

We are significantly dependent on technology and the rights related to it. From time to time, we have been sued by other companies for allegedly violating their patents. Our company and other companies have experienced alleged claims from third parties whose sole or primary business is to monetize patents. If an infringement suit against our company is successful, we may be required to compensate the third party bringing the suit either by paying a lump sum or ongoing license fees to be able to continue selling a particular product or service. This type of compensation could be significant, in addition to legal fees and other costs that we would incur defending such a claim.

We might also be prevented or enjoined by a court from continuing to provide the affected product or service. We may also be required to defend or indemnify any customers who have been sued for allegedly infringing a third party’s patent in connection with using one of our products or services. Responding to intellectual property claims, regardless of the validity, can be time consuming for our technology personnel and management.

Our credit ratings may be downgraded, which may impede our access to the debt markets or raise our borrowing rates.

Our access to financing depends on, among other things, suitable market conditions and the maintenance of suitable long-term credit ratings. Our credit ratings may be adversely affected by various factors, including increased debt levels, decreased earnings, declines in customer demands, increased competition, a further deterioration in general economic and business conditions and adverse publicity. Following the closing of the F&R transaction, S&P downgraded our rating to BBB (stable) and Moody’s added a negative outlook to their rating. Our credit ratings may be lowered in the future. Any downgrades in our credit ratings may impede our access to the debt markets or raise our borrowing rates. For additional information on our credit ratings, please see the “Management’s Discussion and Analysis” and “Additional Information – Ratings of Debt Securities” sections of this annual report.

 

 

 

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We may be unable to derive fully the anticipated benefits from our existing or future acquisitions, joint ventures, investments or dispositions.

While we are focused on growing our businesses organically, acquisitions remain an important part of our growth strategy to expand and enhance our products, services and customer base and to enter new geographic areas. We have set aside approximately $2 billion of the F&R transaction proceeds for future acquisitions. In the future, we may not be able to successfully identify attractive acquisition opportunities or make acquisitions on terms that are satisfactory to our company from a commercial perspective. In addition, competition for acquisitions in the industries in which we operate during recent years has escalated, and may increase costs of acquisitions or cause us to refrain from making certain acquisitions. We may also be subject to increasing regulatory scrutiny from competition and antitrust authorities in connection with acquisitions. Achieving the expected returns and synergies from existing and future acquisitions will depend in part upon our ability to integrate the products and services, technology, administrative functions and personnel of these businesses into our segments in an efficient and effective manner. We cannot assure you that we will be able to do so, or that our acquired businesses will perform at anticipated levels or that we will be able to obtain these synergies. Management resources may also be diverted from operating our existing businesses to certain acquisition integration challenges. If we are unable to successfully integrate acquired businesses, our anticipated revenues and profits may be lower. Our profit margins may also be lower, or diluted, following the acquisition of companies whose profit margins are less than those of our existing businesses. Acquisition spending may also reduce our earnings per share in certain periods.

We have also historically decided from time to time to dispose of assets or businesses that are no longer aligned with strategic objectives or our current business portfolio. These transactions may involve challenges and risks. There can be no assurance that future divestitures will occur, or if a transaction does occur, there can be no assurance as to the potential value created by the transaction. The process of exploring strategic alternatives or selling a business could also negatively impact customer decision-making and cause uncertainty and negatively impact our ability to attract, retain and motivate key employees. Any failures or delays in completing divestitures could have an adverse effect on our financial results and on our ability to execute our strategy. Although we have established procedures and processes to mitigate these risks, there is no assurance that these transactions will be successful. In addition, we expend costs and management resources to complete divestitures and manage post-closing arrangements. Completed divestitures may also result in continued financial involvement in the divested business, such as through guarantees, indemnifications, transition services arrangements or other financial arrangements, following the transaction.

We have significant funding obligations for pension arrangements that are affected by factors outside of our control.

We have significant funding obligations for various pension arrangements that are affected by factors outside of our control, including market factors and changes in legislation. In the past, we also have contributed to our pension plans to pre-fund certain obligations. In 2017, we contributed $500 million to our U.S. defined benefit pension plan to improve the funded status of that plan. In 2019, we expect to contribute approximately $212 million to our material defined benefit plans, including a special contribution of $167 million to our principal UK plan that we made in February 2019. We may be required or we may agree to make additional contributions to some pension plans in the future and the amounts of any such contributions may be material.

The valuations of obligations for material plans are determined by independent actuaries and require assumptions in respect of future compensation levels, expected mortality, inflation and medical cost trends, along with the discount rate to measure obligations. These assumptions are reviewed annually. While we believe that these assumptions are appropriate given current economic conditions, significant differences in actual experience or significant changes in assumptions may materially affect our valuations of pension obligations and related future expenses. In addition, the performance of equity and fixed income markets, which may be influenced by general economic conditions, including interest rates, inflation and currency exchange rates, may impact the funding level of our funded plans and required contributions.

Antitrust/competition-related claims or investigations could result in changes to how we do business and could be costly.

We are subject to applicable antitrust and competition laws and regulations in the countries where we have operations. These laws and regulations seek to prevent and prohibit anti-competitive activity. From time to time, we may be subject to antitrust/competition-related claims and investigations. Following such a claim or investigation, we may be required to change the way that we offer a particular product or service and if we are found to have violated antitrust or competition laws or regulations, we may be subject to fines or penalties. Any antitrust or competition-related claim or investigation could be costly for our company in terms of time and expense and could have an adverse effect on our financial condition and results of operations.

 

 

 

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Woodbridge controls our company and is in a position to affect our governance and operations.

Woodbridge beneficially owned approximately 65% of our shares as of March 1, 2019. For so long as Woodbridge maintains its controlling interest in our company, it will generally be able to approve matters submitted to a majority vote of our shareholders without the consent of other shareholders, including, among other things, the election of our board. In addition, Woodbridge may be able to exercise a controlling influence over our business and affairs, the selection of our senior management, the acquisition or disposition of our assets, our access to capital markets, the payment of dividends and any change of control of our company, such as a merger or take-over. The effect of this control may be to limit the price that investors are willing to pay for our shares. In addition, a sale of shares by Woodbridge or the perception of the market that a sale may occur may adversely affect the market price of our shares. For additional information, please see the “Additional Information – Woodbridge” section of this annual report.

Changes in the tax residence of our company could cause us adverse tax consequences.

We expect our company will remain resident only in Canada for tax purposes. However, if our company were to cease to be resident solely in Canada for tax purposes (including as a result of changes in applicable laws or in Canadian regulatory practice), this could cause us adverse tax consequences.

We may be required to take future impairment charges that would reduce our reported assets and earnings.

Goodwill and other identifiable intangible assets comprise a substantial portion of our total assets. We are required under IFRS to test our goodwill and identifiable intangible assets with indefinite lives for impairment on an annual basis. We also are required by IFRS to perform an interim or periodic review of our goodwill and all identifiable intangible assets if events or changes in circumstances indicate that impairment may have occurred. Impairment testing requires our company to make significant estimates about our future performance and cash flows, as well as other assumptions. Economic, legal, regulatory, competitive, contractual and other factors as well as changes in our company’s share price and market capitalization may affect these assumptions. If our testing indicates that impairment has occurred relative to current fair values, we may be required to record an impairment charge in the period the determination is made. Recognition of an impairment would reduce our reported assets and earnings.

Thomson Reuters Founders Share Company holds a Thomson Reuters Founders Share in our company and may be in a position to affect our governance and management.

Thomson Reuters Founders Share Company was established to safeguard the Thomson Reuters Trust Principles, including the independence, integrity and freedom from bias in the gathering and dissemination of information and news. The Thomson Reuters Founders Share Company holds a Thomson Reuters Founders Share in our company. The interest of the Thomson Reuters Founders Share Company in safeguarding the Trust Principles may conflict with our other business objectives, impose additional costs or burdens on us or otherwise affect our management and governance. In addition, the Founders Share enables the Thomson Reuters Founders Share Company to exercise extraordinary voting power to safeguard the Trust Principles and to thwart those whose holdings of voting shares of Thomson Reuters threaten the Trust Principles. As a result, the Thomson Reuters Founders Share Company may prevent a change of control (including by way of a take-over bid or similar transaction) of our company in the future. We have agreed not to effect a sale (or similar transactions) of Reuters News to an unrelated third party or to effect or permit material acquisitions by, or material dispositions from, Reuters News unless we have received Thomson Reuters Founders Share Company’s prior written consent. The effect of the rights of the Thomson Reuters Founders Share Company may be to limit the price that investors are willing to pay for our shares. For additional information, please see the “Additional Information – Material Contracts” section of this annual report.

 

 

 

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Management’s Discussion and Analysis

This management’s discussion and analysis is designed to provide you with a narrative explanation through the eyes of our management of how we performed in the last two years, as well as information about our financial condition and future prospects. We recommend that you read this in conjunction with our 2018 annual consolidated financial statements, as management’s discussion and analysis is intended to supplement and complement our financial statements. This management’s discussion and analysis contains forward-looking statements, which are subject to risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements. Forward-looking statements include, but are not limited to, our 2019 and 2020 outlook and our expectations related to general economic conditions and market trends and their anticipated effects on our business segments. For additional information related to forward-looking statements and material risks and material assumptions associated with them, please see the “Outlook” and “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results” sections of this management’s discussion and analysis. This management’s discussion and analysis is dated as of March 6, 2019.

 

We have organized our management’s discussion and analysis in the following key sections:  
Executive Summary – a brief overview of our business and key financial highlights     29  
Results of Operations – a comparison of our current and prior-year period results     34  
Liquidity and Capital Resources – a discussion of our cash flow and debt     47  
Outlook – trends, priorities and our current financial outlook     55  
Related Party Transactions – a discussion of transactions with our principal and controlling shareholder, The Woodbridge Company Limited (Woodbridge), and others     58  
Subsequent Events – a discussion of material events occurring after December 31, 2018 and through the date of this management’s discussion and analysis     59  
Changes in Accounting Policies – a discussion of changes in our accounting policies and recent accounting pronouncements     60  
Critical Accounting Estimates and Judgments – a discussion of critical estimates and judgments made by our management in applying accounting policies     62  
Additional Information – other required disclosures     62  
Appendix – supplemental information     64  

Unless otherwise indicated or the context otherwise requires, references in this discussion to “we,” “our,” “us” and “Thomson Reuters” are to Thomson Reuters Corporation and our subsidiaries.

Basis of Presentation

We prepare our consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

In this management’s discussion and analysis, we discuss our results from continuing operations on both an IFRS and non-IFRS basis. Both bases, except for cash flow, exclude the results of our former F&R business, which was reported as a discontinued operation until October 1, 2018, and include the results of acquired businesses from the date of purchase. Our IFRS results from October 1, 2018 through the end of the year include our 45% share of the Refinitiv partnership’s results reported in a single line on our consolidated income statement titled “Share of post-tax losses in equity method investments”. Adjusted earnings, a non-IFRS measure, excludes our share of post-tax results in equity method investments. Additional information about our former F&R business and the Refinitiv partnership is provided in the “Executive Summary” section below.

 

 

 

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Use of Non-IFRS Financial Measures

We use non-IFRS measures as supplemental indicators of our operating performance and financial position as well as for internal planning purposes and our business outlook. We believe non-IFRS financial measures provide additional insight into our performance. Non-IFRS measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as alternatives to measures of financial performance calculated in accordance with IFRS.

Our non-IFRS financial measures include:

 

·   

Adjusted EBITDA and the related margin;

 

·   

Adjusted EBITDA less capital expenditures and the related margin;

 

·   

Adjusted earnings and adjusted earnings per share (EPS);

 

·   

Net debt;

 

·   

Free cash flow; and

 

·   

Return on invested capital (ROIC).

We also report changes in our revenues, operating expenses, adjusted EBITDA, the related margin and adjusted EPS before the impact of foreign currency or at “constant currency”. These measures remove the impacts from changes in foreign currency exchange rates to provide better comparability of our business trends from period to period.

See Appendix A of this management’s discussion and analysis for a description of our non-IFRS measures, including an explanation of why we believe they are useful measures of our performance, including our ability to generate cash flow. Refer to the “Liquidity and Capital Resources” section of this management’s discussion and analysis and Appendices B and D for reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

Glossary of Key Terms

We use the following terms in this management’s discussion and analysis.

 

Term

   Definition

bp

   Basis points – one basis point is equal to 1/100th of 1%, “100bp” is equivalent to 1%

constant currency

   A measure derived by applying the same foreign currency exchange rates to the financial results of the current and equivalent prior-year period

EPS

   Earnings per share

F&R

   Our former Financial & Risk business, now known as Refinitiv

F&R transaction

   Our sale of a 55% interest in F&R to private equity funds managed by Blackstone, which closed on October 1, 2018

n/a

   Not applicable

n/m

   Not meaningful

organic or organically

   A measure expressing growth of our existing businesses excluding impacts from acquisitions, the 30-year Reuters News agreement with Refinitiv signed in 2018, dispositions and IFRS 15*

Refinitiv

   The name of our former F&R business as of the closing of the F&R transaction

$ or US$

   U.S. dollars

* We adopted IFRS 15, Revenue from Contracts with Customers, in 2018 without restatement of prior periods. We remove the distortive impact of this adoption methodology in our organic growth calculation.

 

 

 

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Executive Summary

Our Company

Thomson Reuters is a leading provider of news and information-based tools to professionals. Our worldwide network of journalists and specialist editors keep customers up to speed on global developments, with a particular focus on legal, regulatory and tax changes.

2018 was a watershed year for our company. In October, we sold 55% of our F&R business to private equity funds managed by Blackstone for approximately $17 billion and retained a 45% interest in the new company, which is now known as Refinitiv. We restructured our remaining business into new customer-focused segments and repositioned our business for growth. Our new structure moves decision making closer to the customer and allows us to serve our customers better with our full suite of offerings.

We are currently organized in five reportable segments supported by a corporate center:

 

LOGO   

Legal Professionals

 

Serves law firms and governments with research and workflow products, focusing on intuitive legal research powered by emerging technologies and integrated legal workflow solutions that combine content, tools and analytics.

 

   LOGO
LOGO   

Corporates

 

Serves corporate customers, including the seven largest global accounting firms, with our full suite of offerings across legal, tax, regulatory and compliance functions.

 

LOGO   

Tax Professionals

 

Serves tax, accounting and audit professionals in accounting firms (other than the seven largest, which are served by our Corporates segment) as well as governmental taxing authorities with research and workflow products, focusing on intuitive tax offerings and automating tax workflows.

 

LOGO   

Reuters News

 

Provides real-time, multi-media news and information services to newspapers, television and cable networks, radio stations and websites around the globe, as well as to Refinitiv.

 

LOGO   

Global Print

 

Provides legal and tax information primarily in print format to customers around the world.

Our corporate center centrally manages commercial and technology operations, including those around our sales capabilities, digital customer experience and product and content development. Our corporate center also centrally manages functions such as finance, legal and human resources.

 

 

 

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Our Business Model and Key Operating Characteristics

We derive most of our revenues from selling information and software solutions, primarily electronically and on a recurring subscription basis. Our solutions blend deep domain knowledge with software and automation tools. We believe our workflow solutions make our customers more productive, by streamlining how they operate, enabling them to focus on higher value activities. Many of our customers use our solutions as part of their workflows, which has led to strong customer retention. We believe that our customers trust us because of our history and dependability and our deep understanding of their businesses and industries, and they rely on our services for navigating a rapidly changing and increasingly complex digital world.

Over the years, our business model has proven to be capital efficient and cash flow generative, and it has enabled us to maintain leading and scalable positions in our chosen market segments. Some of our key business and operating characteristics are:

 

Attractive Industry

    

 

·    Customer segments operate in an estimated $32 billion market segment which we estimate grew mid-single digits in 2018

 

Balanced and Diversified Leadership

 

·    A leader in key Legal Professionals, Corporates and Tax Professionals market segments

 

·    Products and services tailored for professionals

 

·    Deep broad industry knowledge

 

·    Distinct core customer group revenues

 

·    Geographical diversity

 

·    Largest customer is approximately 1% of revenues

 

Attractive Business Model

 

·    75% of revenues are recurring

 

·    87% of revenues are delivered electronically or as software as a service

 

·    Strong consistent cash generation capabilities

 

Strong Competitive Positioning

 

·    Proprietary databases and deeply embedded workflow tools and analytics

 

·    Technology and operating platforms built to address the global marketplace

 

Disciplined Financial Policies

 

·    Focused on free cash flow growth

 

·    Balance investing in business and returning capital to shareholders

 

·    Commitment to maintaining investment grade rating with stable capital structure

 

·    $2 billion investment fund to bolster positions in key growth areas or to repurchase shares

Revenues by type

 

 

LOGO

  

Recurring revenues primarily consist of fees to access products or services delivered electronically over time, such as Westlaw and Checkpoint. These products are generally provided under subscription arrangements that have terms ranging from one to five years, which most customers renew at the end of each term. Because most of our revenues are recurring, we believe that our revenue patterns are generally more stable compared to other businesses that primarily sell products in discrete or one-off arrangements. However, as we generally recognize recurring revenues ratably over the contract term, there is a lag in realizing the impact of current sales or cancellations in our reported revenues. As a result, our revenues are typically slower to decline when economic conditions worsen, but slower to return to growth when economic activity improves, compared to other businesses that are not subscription-based.

 

Transactions revenues include volume-based fees related to online searches, fees from software licenses and professional fees from service and consulting arrangements. Transaction revenues are recognized primarily at a point in time and based on their type, and can fluctuate significantly from period to period.

 

 

 

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Global Print revenues consist of fees for content that is delivered primarily in traditional paper format rather than online. While revenues from our print business are meaningful, we expect them to continue to decline each year, as more customers increasingly prefer online products. Print revenues are generally recognized at the point of shipment.

 

 

LOGO

  

Revenues by geography

 

In 2018, we earned 77% of our revenues in the U.S. Our business is now more concentrated in the U.S. than it was prior to the closing of the F&R transaction, when we earned only 57% of our revenues in the U.S. However, as part of our globalization efforts, we operate regional teams that work across our segments to combine local expertise with global capabilities to address specific customer needs. We sometimes modify existing products and services for local markets, but we also develop specifically for local markets. Changes in foreign currency exchange rates relative to our business outside the U.S. may cause variation in our revenue performance from period to period. However, changes in exchange rates did not have an impact on our revenue growth in 2018 compared to 2017.

 

 

LOGO

  

 

Expenses

 

Most of our operating expenses are fixed. As a result, when our revenues increase, we become more profitable and our margins increase, and when our revenues decline, we become less profitable and our margins decrease. The full impact of incremental revenues is not always reflected in our profitability as we reinvest in our business. In 2018, staff costs, which are comprised of salaries, bonuses, commissions, benefits, severance, payroll taxes, and equity-based compensation awards, comprised 65% of our total expenses. Approximately two-thirds of our 2018 expenses were denominated in U.S. dollars with the balance denominated in currencies other than the U.S. dollar. In 2018, changes in foreign exchange rates decreased our expenses by 2% compared to the prior year.

  

 

Following the closing of the F&R transaction, we have been spending significant amounts to reposition and scale our business. In 2018, our corporate costs within adjusted EBITDA included $239 million of these costs and we expect to incur additional costs of $330 million in 2019, although a portion of these may be capital expenditures that will not impact our expenses.

Seasonality

Our revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over a contract term and our costs are generally incurred evenly throughout the year. However, our revenues from quarter to consecutive quarter can be impacted by the release of certain tax products, which tend to be concentrated in the fourth quarter and, to a lesser extent, in the first quarter of the year. Additionally, the seasonality of our operating profit may be further impacted by the timing of our corporate costs, as we expect to incur significant costs to reposition our business following the closing of the F&R transaction. See the “Outlook” section of this management’s discussion and analysis for additional information about these costs.

Acquisitions and Dispositions

Acquisitions. We have been focused on driving organic growth. However, we make tactical acquisitions from time to time that we believe will strengthen our positions in key growth segments. In 2018, we acquired Integration Point, a global trade management business. We have set aside approximately $2 billion from the proceeds of the F&R transaction for future acquisitions. However, if we cannot identify suitable targets in a reasonable timeframe, we may consider using these funds for additional share repurchases. Generally, the businesses that we acquire initially have lower margins than our existing businesses, largely reflecting the costs of integration.

 

 

 

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Dispositions. As part of our continuing strategy to optimize our portfolio of businesses and ensure that we are investing in parts of our business that offer the greatest opportunities to achieve growth and returns, we have sold a number of businesses during the last several years. Most recently, we sold 55% of our former F&R business in October 2018 to private equity funds managed by Blackstone for approximately $17 billion and retained a 45% interest in the new company, which is now known as Refinitiv. See the “Refinitiv Strategic Partnership” section of this management’s discussion and analysis for more information.

2018 Financial Highlights and Key Accomplishments

In 2018, our most significant accomplishment was the sale of a 55% interest in our F&R business for approximately $17 billion (see the “Refinitiv Strategic Partnership” section of this management’s discussion and analysis for more information). The transaction allows us to reposition our remaining business for growth.

Below are financial highlights of our results for the year ended December 31, 2018.

 

    

 

Year ended December 31,

 

 
          

 

Change

 

 

 

  (millions of U.S. dollars, except per share amounts and margins)      2018        2017        Total       
Constant
Currency
 
 

  IFRS Financial Measures

           

  Revenues

     5,501        5,297        4%     

  Operating profit

     780        1,034        (25%)     

  Diluted EPS (includes discontinued operations)

     $5.91        $1.94        205%     

  Cash flow from operations (includes discontinued operations)

     $2,062        $2,029        2%     

  Non-IFRS Financial Measures(1)

           

  Revenues

     5,501        5,297        4%        4%  

  Adjusted EBITDA

     1,365        1,591        (14%)        (15%)  

  Adjusted EBITDA margin

     24.8%        30.0%        (520)bp        (560)bp  

  Adjusted EPS

     $0.75        $0.94        (20%)        (22%)  

  Free cash flow (includes discontinued operations)

     $1,107        $1,032        7%           

(1) Refer to Appendix A of this management’s discussion and analysis for additional information on non-IFRS financial measures.

Revenues increased 4% in total and in constant currency due to higher recurring revenues, which included a 1% contribution from new revenues in our Reuters News business from providing news and editorial content to Refinitiv since October 1, 2018. On an organic basis, revenues increased approximately 3%, reflecting 5% growth in recurring revenues, which comprise most of our business, partially offset by declines in transaction and print revenues.

Operating profit, adjusted EBITDA and the related margin declined due to costs and investments to reposition Thomson Reuters following the separation of F&R from our company.

Diluted EPS increased due to a $3.4 billion gain on the sale of a 55% interest in our F&R business. Adjusted EPS, which excludes discontinued operations among other items, decreased primarily due to lower adjusted EBITDA.

Cash flow from operations increased, despite the loss of three months of cash flows from our former F&R business in 2018, compared to 2017 when the business was included for the full year, because the prior-year included a $500 million pension plan contribution. The increase in free cash flow reflected the same factors.

 

 

 

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We met or exceeded each of the performance metrics in our external financial outlook. We originally communicated our 2018 full-year business outlook in May 2018. In November 2018, we reaffirmed our original Outlook, except for an update to adjusted EBITDA and the estimated effective tax rate. The table below compares our actual performance to the outlook provided in November 2018:

 

Non-IFRS Financial Measures(1)

   2018 Outlook(2)   

2018 Actual Performance

(in constant currency(2) )

Revenues

   Low single digit growth (excludes fourth quarter 2018 revenues within Reuters News from Refinitiv following the closing of the F&R transaction)    2.5%    LOGO     

Adjusted EBITDA

   Approximately $1.3 billion including the Corporate costs referred to below    $1.3 billion    LOGO     

Total Corporate costs

   Between $500 million and $600 million (including stranded costs and investments to reposition our company following the closing of the F&R transaction)    $499 million(3)    LOGO     

Depreciation and amortization of computer software

   Between $500 million and $525 million    $510 million    LOGO     

Capital expenditures, as a percentage of revenues

   Approximately 10% of revenues    Approximately 10%    LOGO     

Effective tax rate on adjusted earnings

   Between 17% and 19%    15%    LOGO     

(1) Refer to Appendix A of this management’s discussion and analysis for additional information on non-IFRS financial measures.

(2) Our 2018 Outlook and 2018 actual performance were measured at constant currency rates relative to 2017. Refer to Appendix B for reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

(3) Corporate costs at actual rates include expenses of $466 million that are part of adjusted EBITDA and $33 million of capital spending, which is not part of adjusted EBITDA.

Refinitiv Strategic Partnership

In October 2018, we sold a 55% interest in our former F&R business to private equity funds managed by Blackstone for approximately $17 billion and retained a 45% interest in the new company, which is now known as Refinitiv. An affiliate of Canada Pension Plan Investment Board and an affiliate of GIC invested alongside Blackstone. We returned $10 billion of the proceeds to our shareholders through a series of transactions and repaid approximately $4 billion of debt. See the “Liquidity and Capital Resources – Cash Flow” section of this management’s discussion and analysis for additional information. We intend to use approximately $2 billion of the proceeds to fund strategic, targeted acquisitions to bolster our positions in key growth segments of our remaining businesses. However, if we cannot identify suitable targets in a reasonable timeframe, we may use these funds for additional share repurchases. We expect to use the remaining $1 billion for cash taxes, pension contributions, bond redemption costs, and other fees and expenses related to the transaction, including approximately $600 million to reposition our company for growth and scale following the closing of the transaction, some of which we have already spent.

Upon the closing of the transaction, we split our global workforce of 47,000 employees between Thomson Reuters and Refinitiv. To facilitate the separation, Refinitiv and Thomson Reuters are providing certain transition services to each other for a specified period, including technology and administrative services. See the “Related Party Transactions” section of this management’s discussion and analysis for additional information.

The Refinitiv strategic partnership highlights our efforts and the success that we have had investing to stabilize and grow our financial services business over the last several years. We believe that our 45% equity stake in a well-positioned financial business with a strong strategic partner will also allow us to participate in the future upside for the business. We believe that Blackstone brings a deep understanding of the financial services ecosystem and a global footprint, and that it is well-positioned to identify and shape trends in the financial services industry, navigate ongoing industry consolidation and drive further efficiencies in the Refinitiv business. We also believe that Blackstone has capacity and flexibility to invest for the long-term, both organically and inorganically. Blackstone and the Refinitiv partnership believe that through adoption of innovative technologies to increase automation, other efficiency initiatives and effective cost management, they can achieve a cost savings run rate of up to $650 million by the end of 2020. Additionally, Refinitiv expects to invest in growth initiatives.

The information above in this section is forward-looking and should be read in conjunction with the section entitled “Cautionary Note Concerning Factors That May Affect Future Results”.

 

 

 

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Outlook

Please see the “Outlook” section of this management’s discussion and analysis for our 2019 and 2020 full-year business outlook. We have provided a full-year business outlook for two years because 2019 will be materially impacted by costs to separate our business from Refinitiv and reposition it for growth, while 2020 should represent the first year that our financial performance will reflect the benefits from our actions, without material costs related to the actions.

The information above in this section is forward-looking and should be read in conjunction with the section in this document entitled “Cautionary Note Concerning Factors That May Affect Future Results”.

Results of Operations – Continuing Operations

Consolidated Results

 

    

 

Year ended December 31,

 

 
       

 

Change

 

 

 

  (millions of U.S. dollars, except per share

  amounts and margins)

 

    

 

2018

 

 

 

    

 

2017

 

 

 

    

 

Total

 

 

 

  

 

 

 

 

Constant
Currency

 

 

 
 

 

  IFRS Financial Measures

 

           

  Revenues

 

    

 

5,501

 

 

 

    

 

5,297

 

 

 

    

 

4%

 

 

 

  

  Operating profit

 

    

 

780

 

 

 

    

 

1,034

 

 

 

    

 

(25%)

 

 

 

  

  Diluted EPS from continuing operations

 

    

 

$0.27

 

 

 

    

 

$0.88

 

 

 

    

 

(69%)

 

 

 

        

  Non-IFRS Financial Measures(1)

 

           

  Revenues

 

    

 

5,501

 

 

 

    

 

5,297

 

 

 

    

 

4%

 

 

 

    

 

4%

 

 

 

  Adjusted EBITDA

 

    

 

1,365

 

 

 

    

 

1,591

 

 

 

    

 

(14%)

 

 

 

    

 

(15%)

 

 

 

  Adjusted EBITDA margin

 

    

 

24.8%

 

 

 

    

 

30.0%

 

 

 

    

 

(520)bp

 

 

 

    

 

(560)bp

 

 

 

  Adjusted EBITDA less capital expenditures

 

    

 

789

 

 

 

    

 

1,072

 

 

 

    

 

(26%)

 

 

 

  

  Adjusted EBITDA less capital expenditures margin

 

    

 

14.3%

 

 

 

    

 

20.2%

 

 

 

    

 

(590)bp

 

 

 

  

  Adjusted EPS

 

    

 

$0.75

 

 

 

    

 

$0.94

 

 

 

    

 

(20%)

 

 

 

    

 

(22%)

 

 

 

(1) Refer to Appendix A for additional information on non-IFRS financial measures. Refer to Appendix B for reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

Revenues

 

    

 

Year ended December 31,

 

 
       

 

Change

 

 

 

  (millions of U.S. dollars)

 

    

 

2018

 

 

 

    

 

2017

 

 

 

    

 

Total

 

 

 

  

 

 

 

 

Constant
Currency

 

 

 
 

 

  Recurring revenues

 

    

 

4,139

 

 

 

    

 

3,884

 

 

 

    

 

7%

 

 

 

    

 

7%

 

 

 

  Transactions revenues

 

    

 

636

 

 

 

    

 

649

 

 

 

    

 

(2%)

 

 

 

    

 

(1%)

 

 

 

  Global Print revenues

 

    

 

728

 

 

 

    

 

764

 

 

 

    

 

(5%)

 

 

 

    

 

(3%)

 

 

 

  Eliminations

 

    

 

(2)

 

 

 

    

 

 

 

 

                 

  Revenues

 

    

 

5,501

 

 

 

    

 

5,297

 

 

 

    

 

4%

 

 

 

    

 

4%

 

 

 

Revenues increased 4% in total and in constant currency, and included a 1% contribution from new revenues in our Reuters News business from providing news and editorial content to Refinitiv since October 1, 2018. On an organic basis, revenues increased approximately 3%, reflecting 5% growth in recurring revenues, which comprise most of our business, partially offset by declines in transaction and print revenues. On a combined basis, our Legal Professionals, Corporates and Tax Professionals segments comprised over 80% of our revenues and grew 4% organically.

 

 

 

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Operating profit, adjusted EBITDA and adjusted EBITDA less capital expenditures

Operating profit, adjusted EBITDA and the related margin declined as the impact from higher revenues was more than offset by investments to reposition our company following our separation from F&R, as well as additional expenses within the customer segments.

Adjusted EBITDA less capital expenditures and the related margin decreased due to lower adjusted EBITDA and higher capital expenditures.

Operating expenses

 

    

 

Year ended December 31,

 

 
        

 

 

 

 

Change

 

 

 

 

  (millions of U.S. dollars)

 

    

 

2018

 

 

 

    

 

2017

 

 

 

    

 

Total

 

 

 

  

 

 

 

 

Constant
Currency

 

 

 
 

 

  Operating expenses

 

    

 

4,131

 

 

 

    

 

3,706

 

 

 

    

 

11%

 

 

 

    

 

13%

 

 

 

Operating expenses increased in total and in constant currency primarily due to investments to reposition our company following our separation from F&R, including acceleration of digital strategies, replication of capabilities that we lost with the separation from Refinitiv and severance. We also incurred higher employee-related expenses and costs associated with new products. The increase in operating expenses reflected costs to provide news and editorial content to Refinitiv since October 1, 2018, as these costs had previously been allocated to the F&R business, which was a discontinued operation.

Depreciation and amortization

 

    

 

Year ended December 31,

 

 

(millions of U.S. dollars)

 

    

 

2018

 

 

 

    

 

2017

 

 

 

    

 

Change

 

 

 

Depreciation

     110        113        (3%)  

Amortization of computer software

     400        357        12%  

Subtotal

     510        470        9%  

Amortization of other identifiable intangible assets

     109        135        (19%)  

 

·   

Depreciation and amortization of computer software on a combined basis increased due to expenses associated with our investments in digital and customer experience initiatives.

 

·   

Amortization of other identifiable intangible assets decreased primarily due the completion of amortization for certain identifiable intangible assets acquired in previous years.

Other operating gains, net

 

    

 

Year ended December 31,

 

 

  (millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  Other operating gains, net

     29        48  

In 2018, other operating gains, net, included a gain on the sale of a Canadian wholly-owned subsidiary to a company affiliated with our principal shareholder, Woodbridge (see the “Related Party Transactions” section of this management’s discussion and analysis for additional information) and a pension plan curtailment gain from a reduction of employees that had participated in the plans. Additionally, other operating gains, net, includes $6 million of income related to a license that allows Refinitiv to use the “Reuters” mark to brand its products and services, subject to certain restrictions (see the “Related Party Transactions” section of this management’s discussion and analysis for additional information).

In 2017, other operating gains, net, included a gain from the sale of a portion of an investment.

 

 

 

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Net interest expense

 

    

 

Year ended December 31,

 

 

 

  (millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

Change

 

 

 

 

  Net interest expense

 

    

 

260

 

 

 

    

 

357

 

 

 

    

 

(27%)

 

 

 

The decrease in net interest expense reflected benefits from the proceeds of the F&R transaction that were received in October 2018. We used $4 billion of the proceeds to repay debt, which lowered interest expense, and invested $2 billion of the proceeds, which resulted in higher interest income. See the “Liquidity and Capital Resources – Cash Flow” section of this management’s discussion and analysis for additional information regarding our financing activities.

Other finance (income) costs

 

    

 

Year ended December 31,

 

 

 

  (millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  Other finance (income) costs

 

    

 

(13)

 

 

 

    

 

170

 

 

 

Other finance (income) costs primarily included gains or losses related to changes in foreign exchange contracts and gains or losses on the impact of fluctuations of foreign currency exchange rates on certain intercompany funding arrangements. The significant change reflects the settlement of certain of these arrangements in the second half of 2017, as well as changes in foreign exchange rates.

Share of post-tax (losses) earnings in equity method investments

 

    

 

Year ended December 31,

 

 

 

  (millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  Refinitiv

 

    

 

(219)

 

 

 

    

 

 

 

 

  Other equity method investments

 

    

 

7

 

 

 

    

 

(4)

 

 

 

  Share of post-tax (losses) in equity method investments

 

    

 

(212)

 

 

 

    

 

(4)

 

 

 

Effective October 1, 2018, we have included our share of post-tax (losses) from our 45% investment in Refinitiv. The loss reflects expenses incurred by Refinitiv to scale the business to facilitate a targeted cost savings run rate of up to $650 million by the end of 2020. We provide additional information about the performance of our investment in Refinitiv in Appendix C of this management’s discussion and analysis.

Tax expense (benefit)

 

    

 

Year ended December 31,

 

 

 

  (millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  Tax expense (benefit)

 

    

 

141

 

 

 

    

 

(134)

 

 

 

Our effective income tax rate on earnings from continuing operations was 43.9% of expense, compared to a 26.6% benefit in 2017. Our 2018 tax expense included $90 million of expense related to the internal restructuring of certain retained businesses and investments as a consequence of the F&R transaction. In the fourth quarter of 2017, we recorded a $205 million deferred tax benefit reflecting a lower U.S. corporate tax rate as a result of the U.S. Tax Cuts and Jobs Act of 2017 (the Tax Act). In the fourth quarter of 2018, we recorded a $27 million tax charge related to other elements of the Tax Act that are subject to ongoing legislative updates and regulatory guidance.

 

 

 

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The comparability of our tax expense (benefit) was further impacted by various transactions and accounting adjustments during each year. Notably, our 2018 tax expense included a $54 million benefit related to our share of losses in our 45% investment in Refinitiv since October 1, 2018. Additionally, the tax expense (benefit) in each year reflected the mix of taxing jurisdictions in which pre-tax profits and losses were recognized.

The following table sets forth certain components within income tax expense (benefit) that impact comparability from year to year, including tax expense (benefit) associated with items that are removed from adjusted earnings:

 

    

 

Year ended December 31,

 

 

 

  (millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  Tax expense (benefit)

 

     

  Tax items impacting comparability:

 

     

   Net tax charges related to restructuring(1)

 

    

 

90

 

 

 

    

 

 

 

 

   Corporate tax rates(2)

 

    

 

5

 

 

 

    

 

(199)

 

 

 

   Deferred tax adjustments

 

    

 

4

 

 

 

    

 

(5)

 

 

 

   Other tax adjustments(3)

 

    

 

27

 

 

 

      

  Subtotal

 

    

 

126

 

 

 

    

 

(204)

 

 

 

  Tax related to:

 

     

   Fair value adjustments

 

    

 

1

 

 

 

    

 

 

 

 

   Amortization of other identifiable intangible assets

 

    

 

(23)

 

 

 

    

 

(37)

 

 

 

   Share of post-tax losses in equity method investments

 

    

 

(54)

 

 

 

    

 

2

 

 

 

   Other items

 

    

 

2

 

 

 

    

 

18

 

 

 

  Subtotal

 

    

 

(74)

 

 

 

    

 

(17)

 

 

 

  Total

 

    

 

52

 

 

 

    

 

(221)

 

 

 

(1) Relates to internal restructuring of certain retained businesses and investments as a consequence of the F&R transaction.

(2) Relates to changes in U.S. state deferred tax liabilities resulting from changes in apportionment factors and changes associated with the sale of a 55% interest in the F&R business. In 2017, this primarily relates to the impact of the Tax Act.

(3) Relates to certain elements of the Tax Act that are subject to ongoing legislative updates and regulatory guidance.

Because the items described above impact the comparability of our tax expense or benefit for each year, we remove them from our calculation of adjusted earnings, along with the pre-tax items to which they relate. The computation of our adjusted tax expense is set forth below:

 

    

 

Year ended December 31,

 

 

 

  (millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  Tax expense (benefit)

 

    

 

141

 

 

 

    

 

(134)

 

 

 

   Remove: Items from above impacting comparability

 

    

 

(52)

 

 

 

    

 

221

 

 

 

  Total tax expense on adjusted earnings

 

    

 

89

 

 

 

    

 

87

 

 

 

Our 2018 effective tax rate on adjusted earnings was 15.0% (2017 – 11.4%). On an adjusted earnings basis, our effective income tax rates in both years were lower than the Canadian corporate income tax rate of 26.5%. The difference is primarily attributable to lower tax rates and differing tax rules applicable to certain of our operating and financing subsidiaries outside of Canada. As a global company, our income taxes depend on the laws of numerous countries and the provisions of multiple income tax conventions between various countries in which we operate.

 

 

 

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Because of the requirements of income tax accounting under IAS 12, Income Taxes, income tax expense can differ significantly from taxes paid in any reporting period. We paid income taxes from net earnings on our worldwide business as follows:

 

    

 

Year ended December 31,

 

 

 

  Taxes paid (millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  Taxes paid related to continuing operations

 

    

 

270

 

 

 

    

 

57

 

 

 

  Taxes paid related to discontinued operations

 

    

 

38

 

 

 

    

 

151

 

 

 

  Taxes received on sales of businesses (includes discontinued operations)

 

    

 

 

 

 

    

 

(17)

 

 

 

  Total taxes paid

 

    

 

308

 

 

 

    

 

191

 

 

 

Our effective tax rate and our cash tax cost in the future will depend on the laws of numerous countries and the provisions of multiple income tax conventions between various countries in which we operate. Our effective tax rate will be dependent upon tax laws and conventions remaining unchanged or favorable to our company, as well as the geographic mix of our profits. See the “Liquidity and Capital Resources – Contingencies” section of this management’s discussion and analysis for further discussion of income tax liabilities.

Earnings and diluted EPS from continuing operations

 

    

 

Year ended December 31,

 

 

 

  (millions of U.S. dollars, except per share amounts)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

Change

 

 

 

 

  Earnings from continuing operations

 

    

 

180

 

 

 

    

 

637

 

 

 

    

 

(72%)

 

 

 

  Diluted EPS from continuing operations

 

    

 

$0.27

 

 

 

    

 

$0.88

 

 

 

    

 

(69%)

 

 

 

Earnings from continuing operations and the related per share amount decreased due to lower operating profit, losses from equity method investments and higher income taxes. These factors were partially offset by benefits from lower finance costs and net interest expense. Additionally, diluted EPS from continuing operations benefited from lower outstanding common shares due to share repurchases (see the “Liquidity and Capital Resources – Share Repurchases” section of this management’s discussion and analysis for additional information).

Adjusted earnings and adjusted EPS

 

    

 

Year ended December 31,

 

 
  

 

 

 

 

Change

 

 

 

 

 

  (millions of U.S. dollars, except per share amounts)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

Total

 

 

 

 

  

 

 

 

 

Constant
Currency

 

 

 
 

 

  Adjusted earnings

 

    

 

503

 

 

 

    

 

675

 

 

 

    

 

(25%)

 

 

 

  

  Adjusted earnings per share

 

    

 

$0.75

 

 

 

    

 

$0.94

 

 

 

    

 

(20%)

 

 

 

    

 

(22%)

 

 

 

Adjusted earnings and the related per share amount decreased primarily due to lower adjusted EBITDA, but the impact was mitigated by lower interest expense and lower outstanding common shares due to share repurchases (see the “Liquidity and Capital Resources – Share Repurchases” section of this management’s discussion and analysis for additional information).

 

 

 

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Segment Results

The following is a discussion of our five reportable segments and our Corporate costs. We assess segment revenue growth, as well as the businesses within each segment, in constant currency.

See Appendix A of this management’s discussion and analysis for additional information.

Legal Professionals

 

    

 

Year ended December 31,

 

 
  

 

 

 

 

Change

 

 

 

 

  (millions of U.S. dollars, except margins)

 

    

 

2018

 

 

 

    

 

2017

 

 

 

    

 

Total

 

 

 

  

 

 

 

 

Constant
Currency

 

 

 
 

 

  Recurring revenues

 

    

 

2,159

 

 

 

    

 

2,079

 

 

 

    

 

4%

 

 

 

    

 

4%

 

 

 

  Transactions revenues

 

    

 

214

 

 

 

    

 

205

 

 

 

    

 

4%

 

 

 

    

 

5%

 

 

 

  Revenues

 

    

 

2,373

 

 

 

    

 

2,284

 

 

 

    

 

4%

 

 

 

    

 

4%

 

 

 

  Segment adjusted EBITDA

 

    

 

816

 

 

 

    

 

794

 

 

 

    

 

3%

 

 

 

    

 

2%

 

 

 

  Segment adjusted EBITDA margin

 

    

 

34.4%

 

 

 

    

 

34.8%

 

 

 

    

 

(40)bp

 

 

 

    

 

(60)bp

 

 

 

 

Revenues increased 4% in total and in constant currency driven by 4% growth in recurring revenues (91% of the Legal Professionals segment) and 5% growth in transactions revenues (9% of the Legal Professionals segment). Since its July 2018 release, Westlaw Edge, a new legal research platform that uses advanced artificial intelligence, continues to be well received by our customers and remains a source of revenue growth.

 

Revenues from law firms, which includes revenues to large global law firms and represent most of our business, increased 2%, while revenues from smaller law firms outside the U.S. increased 7%. Sales to the U.S. government grew 9%, driven by growth in our Investigations & Public Records products.

   LOGO

Segment adjusted EBITDA increased due to higher revenues, but the related margin decreased due to higher expenses that included investments related to the launch of Westlaw Edge and higher employee-related costs. Foreign currency benefited segment adjusted EBITDA margin by 20bp.

Corporates

 

    

 

Year ended December 31,

 

 
  

 

 

 

 

Change

 

 

 

 

  (millions of U.S. dollars, except margins)

 

    

 

2018

 

 

 

    

 

2017

 

 

 

    

 

Total

 

 

 

  

 

 

 

 

Constant
Currency

 

 

 
 

 

  Recurring revenues

 

    

 

993

 

 

 

    

 

925

 

 

 

    

 

7%

 

 

 

    

 

8%

 

 

 

  Transactions revenues

 

    

 

245

 

 

 

    

 

261

 

 

 

    

 

(6%)

 

 

 

    

 

(6%)

 

 

 

  Revenues

 

    

 

1,238

 

 

 

    

 

1,186

 

 

 

    

 

4%

 

 

 

    

 

5%

 

 

 

  Segment adjusted EBITDA

 

    

 

395

 

 

 

    

 

411

 

 

 

    

 

(4%)

 

 

 

    

 

(4%)

 

 

 

  Segment adjusted EBITDA margin

 

    

 

31.9%

 

 

 

    

 

34.7%

 

 

 

    

 

(280)bp

 

 

 

    

 

(320)bp

 

 

 

 

 

 

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Revenues increased 4% in total and 5% in constant currency driven by 8% growth in recurring revenues (80% of the Corporates segment), which more than offset a 6% decline in transactions revenues (20% of the Corporates segment). We acquired Integration Point, a global trade management business, in November 2018, but the transaction did not have a material impact on revenue growth for the full year.

 

Revenues from our large corporate customers, which comprise most of the segment, increased 5%. Revenues from our medium sized corporate customers grew 7%, reflecting strong purchases of legal products. The global business increased 2%, driven by revenue growth in Asia.

   LOGO

Segment adjusted EBITDA and the related margin decreased, as higher expenses more than offset higher revenues. The increase in expenses included initial costs associated with the creation of the Corporates segment, including higher employee-related costs. Foreign currency benefited segment adjusted EBITDA margin by 40bp.

Tax Professionals

 

    

 

Year ended December 31,

 

 
  

 

 

 

 

Change

 

 

 

 

 

  (millions of U.S. dollars, except margins)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

Total

 

 

 

 

  

 

 

 

 

Constant
Currency

 

 

 
 

 

  Recurring revenues

 

    

 

658

 

 

 

    

 

630

 

 

 

    

 

4%

 

 

 

    

 

7%

 

 

 

  Transactions revenues

 

    

 

136

 

 

 

    

 

137

 

 

 

    

 

(1%)

 

 

 

    

 

1%

 

 

 

  Revenues

 

    

 

794

 

 

 

    

 

767

 

 

 

    

 

4%

 

 

 

    

 

6%

 

 

 

  Segment adjusted EBITDA

 

    

 

273

 

 

 

    

 

252

 

 

 

    

 

8%

 

 

 

    

 

9%

 

 

 

  Segment adjusted EBITDA margin

 

    

 

34.4%

 

 

 

    

 

32.9%

 

 

 

    

 

150bp

 

 

 

    

 

90bp

 

 

 

 

Revenues increased 4% in total and 6% in constant currency driven by 7% growth in recurring revenues (83% of the Tax Professionals segment) and 1% growth in transactions revenues (17% of the Tax Professionals segment).

 

Revenues from accounting firms in the U.S. increased 5% and in the global business by 14%, reflecting strong sales of our subscription-based products. Revenues from government customers, the smallest component of the Tax Professionals segment, declined 1%.

   LOGO

Segment adjusted EBITDA and the related margin increased as higher revenues more than offset higher expenses. Foreign currency benefited segment adjusted EBITDA margin by 60bp.

 

 

 

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Reuters News

 

    

 

Year ended December 31,

 

 
     

 

 

 

 

Change

 

 

 

 

  (millions of U.S. dollars, except margins)

 

    

 

2018

 

 

 

    

 

2017

 

 

 

    

 

Total

 

 

 

  

 

 

 

 

Constant
Currency

 

 

 
 

 

  Recurring revenues

 

    

 

329

 

 

 

    

 

250

 

 

 

    

 

32%

 

 

 

    

 

29%

 

 

 

  Transactions revenues

 

    

 

41

 

 

 

    

 

46

 

 

 

    

 

(11%)

 

 

 

    

 

(7%)

 

 

 

  Revenues

 

    

 

370

 

 

 

    

 

296

 

 

 

    

 

25%

 

 

 

    

 

24%

 

 

 

  Segment adjusted EBITDA

 

    

 

27

 

 

 

    

 

27

 

 

 

    

 

 

 

 

    

 

(19%)

 

 

 

  Segment adjusted EBITDA margin

 

    

 

7.3%

 

 

 

    

 

9.1%

 

 

 

    

 

(180)bp

 

 

 

    

 

(310)bp

 

 

 

Revenues increased in total and in constant currency due to new revenues from providing news and editorial content to Refinitiv since October 1, 2018. Organic revenues declined 3%, reflecting lower custom content and news agency revenues, which impacted both transactions and recurring revenues.

Under the arrangement with Refinitiv, Reuters News will recognize revenue of at least $325 million per year under a 30-year agreement. As the revenue is expected to be largely offset by associated expenses within the Reuters News segment, there is no corresponding increase to adjusted EBITDA. Prior to the closing of the F&R transaction, the costs to produce this content were allocated to the F&R business and therefore included as part of discontinued operations, rather than as a component of Reuters News’ adjusted EBITDA. Effective October 1, 2018, Reuters News reports these costs as part of its adjusted EBITDA.

Segment adjusted EBITDA was unchanged, but the related margin decreased due to the dilutive impact of the new revenue agreement with Refinitiv. Foreign currency benefited segment adjusted EBITDA margin by 130bp.

Global Print

 

    

 

Year ended December 31,

 

 
     

 

 

 

 

Change

 

 

 

 

  (millions of U.S. dollars, except margins)

 

    

 

2018

 

 

 

    

 

2017

 

 

 

    

 

Total

 

 

 

    

 

Constant
Currency

 

 
 

 

  Revenues

 

    

 

728

 

 

 

    

 

764

 

 

 

    

 

(5%)

 

 

 

    

 

(3%)

 

 

 

  Segment adjusted EBITDA

 

    

 

320

 

 

 

    

 

335

 

 

 

    

 

(4%)

 

 

 

    

 

(4%)

 

 

 

  Segment adjusted EBITDA margin

 

    

 

44.0%

 

 

 

    

 

43.8%

 

 

 

    

 

20bp

 

 

 

    

 

(30)bp

 

 

 

Revenues decreased 5% in total and 3% in constant currency, including a 2% contribution from an acquisition. The decline was in line with our expectations.

Despite lower expenses, segment adjusted EBITDA and the related margin decreased on a constant currency basis primarily due to the revenue decline. Foreign currency benefited segment adjusted EBITDA margin by 50bp.

 

 

 

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Corporate costs

 

    

 

Year ended December 31,

 

 

 

  (millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  Corporate costs

 

    

 

466

 

 

 

    

 

228

 

 

 

The increase in corporate costs reflected approximately $239 million of investments to reposition our business following the separation of F&R from the rest of our company, including acceleration of digital strategies, replication of capabilities that we lost with the separation from Refinitiv and severance.

Results of Discontinued Operations

Earnings from discontinued operations, net of tax, includes the following:

 

    

 

Year ended December 31,

 

 

 

  (millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  F&R

 

    

 

3,849

 

 

 

    

 

825

 

 

 

  Intellectual Property & Science (IP & Science)

 

    

 

10

 

 

 

    

 

(3)

 

 

 

  Earnings from discontinued operations, net of tax

 

    

 

3,859

 

 

 

    

 

822

 

 

 

Earnings from the discontinued operations of F&R increased primarily due to a $3.4 billion gain on the sale of a 55% interest in the business during the fourth quarter of 2018. Additionally, the increase included higher net earnings during the nine-month period of 2018 that we wholly owned F&R because there was no depreciation and amortization expense, as F&R assets held for sale were not depreciated, and because earnings from discontinued operations also included a benefit from fair value adjustments associated with foreign currency derivatives embedded in certain customer contracts.

The gain included a $343 million tax benefit which was primarily attributable to a reduction in our deferred tax liability associated with the transaction. IFRS accounting rules required the establishment of an $850 million deferred tax liability when the F&R business was classified as held for sale. This deferred tax liability was reduced to $528 million upon closing based on the final allocation of proceeds by jurisdiction. We estimate that cash tax payments of approximately $110 million will be required in connection with the F&R transaction, the majority of which were made in the fourth quarter of 2018.

Amounts related to our former IP & Science business include residual income and expense items that were borne by our company following the sale in October 2016.

 

 

 

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Review of Fourth-Quarter Results

Consolidated Results

 

    

 

Three months ended December 31,

 

 
        

 

 

 

 

Change

 

 

 

 

  (millions of U.S. dollars, except per share amounts and margins)

 

    

 

2018

 

 

 

    

 

2017

 

 

 

    

 

Total

 

 

 

  

 

 

 

 

Constant
Currency

 

 

 
 

 

  IFRS Financial Measures

 

           

  Revenues

 

    

 

1,519

 

 

 

    

 

1,414

 

 

 

    

 

7%

 

 

 

  

  Operating profit

 

    

 

146

 

 

 

    

 

254

 

 

 

    

 

(43%)

 

 

 

  

  Loss from continuing operations

 

    

 

(76)

 

 

 

    

 

302

 

 

 

    

 

n/m

 

 

 

  

  Diluted EPS from continuing operations

 

    

 

$(0.14)

 

 

 

    

 

$0.42

 

 

 

    

 

n/m

 

 

 

  

  Net earnings (includes discontinued operations)

 

    

 

3,402

 

 

 

    

 

591

 

 

 

    

 

476%

 

 

 

  

  Diluted EPS (includes discontinued operations)

 

    

 

$6.18

 

 

 

    

 

$0.81

 

 

 

    

 

663%

 

 

 

  

  Cash flow from operations (includes discontinued operations)

 

    

 

(10)

 

 

 

    

 

755

 

 

 

    

 

n/m

 

 

 

  

  Cash flow from investing activities (includes discontinued operations)

 

    

 

15,513

 

 

 

    

 

(234)

 

 

 

    

 

n/m

 

 

 

  

  Cash flow from financing (includes discontinued operations)

 

    

 

(13,767)

 

 

 

    

 

(545)

 

 

 

    

 

n/m

 

 

 

        

  Non-IFRS Financial Measures(1)

 

           

  Revenues

 

    

 

1,519

 

 

 

    

 

1,414

 

 

 

    

 

7%

 

 

 

    

 

9%

 

 

 

  Adjusted EBITDA

 

    

 

285

 

 

 

    

 

408

 

 

 

    

 

(30%)

 

 

 

    

 

(33%)

 

 

 

  Adjusted EBITDA margin

 

    

 

18.8%

 

 

 

    

 

28.9%

 

 

 

    

 

(1010)bp

 

 

 

    

 

(1120)bp

 

 

 

  Adjusted EBITDA less capital expenditures

 

    

 

129

 

 

 

    

 

281

 

 

 

    

 

(54%)

 

 

 

  

  Adjusted EBITDA less capital expenditures margin

 

    

 

8.5%

 

 

 

    

 

19.9%

 

 

 

    

 

(1140)bp

 

 

 

  

  Adjusted earnings

 

    

 

113

 

 

 

    

 

159

 

 

 

    

 

(29%)

 

 

 

  

  Adjusted EPS

 

    

 

$0.20

 

 

 

    

 

$0.22

 

 

 

    

 

(9%)

 

 

 

    

 

(18%)

 

 

 

  Free cash flow (includes discontinued operations)

 

    

 

(167)

 

 

 

    

 

506

 

 

 

    

 

n/m

 

 

 

        

(1) Refer to Appendix A for additional information on non-IFRS financial measures. Refer to Appendix B of this management’s discussion for a reconciliation of earnings from continuing operations to adjusted EBITDA and adjusted EBITDA less capital expenditures.

Revenues

Revenues increased in total and in constant currency primarily due to higher recurring revenues and new revenues in our Reuters News business from providing news and editorial content to Refinitiv since October 1, 2018. Organic revenue growth was 3%, driven by 5% growth in recurring revenues, which more than offset a 5% decline in Global Print revenues and a 3% decline in transactions revenues.

Operating profit, adjusted EBITDA and adjusted EBITDA less capital expenditures

Operating profit, adjusted EBITDA and the related margin declined due to costs and investments to reposition Thomson Reuters following the separation of F&R from our company.

Adjusted EBITDA less capital expenditures and the related margin decreased due to lower adjusted EBITDA and higher capital expenditures.

 

 

 

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Thomson Reuters Annual Report 2018

 

 

 


 

Loss and diluted EPS from continuing operations

The loss from continuing operations, and the related per share amount, compared to earnings in the prior period due to lower operating profit, losses from equity method investments, and higher income tax expense because the prior-year period included a tax benefit from the Tax Act. These factors were partly offset by lower interest expense and other financing costs. Additionally, diluted EPS from continuing operations benefited from lower outstanding common shares due to share repurchases and a share consolidation (reverse stock split) effected as part of our return of capital transaction (see the “Liquidity and Capital Resources – Share Repurchases” section of this management’s discussion and analysis for additional information).

Adjusted earnings and adjusted EPS

Adjusted earnings and the related per share amount decreased primarily due to lower adjusted EBITDA, partially offset by lower interest expense. Additionally, adjusted EPS benefited from foreign currency and lower outstanding common shares due to share repurchases and the share consolidation.

Net earnings and diluted EPS

Net earnings and diluted EPS increased due to a $3.4 billion gain on the sale of a 55% interest in the company’s F&R business. Additionally, diluted EPS from discontinued operations benefited from lower outstanding common shares due to share repurchases and the share consolidation (see the “Liquidity and Capital Resources – Share Repurchases” section of this management’s discussion and analysis for additional information).

Cash flow from operating activities. Net cash provided by operating activities decreased primarily due to costs and investments to reposition Thomson Reuters following the separation of the F&R business from the company, and to the loss of three months of cash flows from our former F&R business in 2018 (compared to 2017 when the business was included for the full year).

Cash flow from investing activities. In 2018, cash provided by investing activities reflected $16.1 billion of net proceeds from the F&R transaction. Investing activities also included acquisition spending of $418 million and capital expenditures of $156 million. The acquisition spending included Integration Point, a global trade management business, as well as a $248 million equity contribution to Refinitiv. In 2017, cash used in investing activities reflected capital expenditures of $240 million, of which $113 million related to F&R and was classified within discontinued operations.

Cash flow from financing activities. Net cash used in financing activities reflected the return of a significant portion of the proceeds from the F&R transaction to shareholders, as well as to repay debt. In the full year of 2018, we returned $10.9 billion to common shareholders through a combination of a substantial issuer bid, return of capital, share repurchases and dividends, and most of this activity occurred in the fourth quarter. We repaid $4 billion of our long-term and short-term debt, including commercial paper. Refer to note 20 of our 2018 annual consolidated financial statements for additional information regarding our issuances and repayments of our long-term obligations.

Free cash flow. Free cash flow decreased primarily because of lower cash flows from operating activities.

 

 

 

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Segment Results

 

     Three months ended December 31,  
           Change  

(millions of U.S. dollars, except margins)

     2018        2017        Total       
Constant
Currency
 
 

Revenues

 

           

 

Legal Professionals

 

    

 

599

 

 

 

    

 

580

 

 

 

    

 

3%

 

 

 

    

 

4%

 

 

 

 

Corporates

 

  

 

 

 

 

315

 

 

 

 

  

 

 

 

 

301

 

 

 

 

  

 

 

 

 

5%

 

 

 

 

  

 

 

 

 

7%

 

 

 

 

 

Tax Professionals

 

  

 

 

 

 

248

 

 

 

 

  

 

 

 

 

239

 

 

 

 

  

 

 

 

 

4%

 

 

 

 

  

 

 

 

 

8%

 

 

 

 

 

Reuters News

 

  

 

 

 

 

155

 

 

 

 

  

 

 

 

 

75

 

 

 

 

  

 

 

 

 

107%

 

 

 

 

  

 

 

 

 

111%

 

 

 

 

 

Global Print

 

  

 

 

 

 

203

 

 

 

 

  

 

 

 

 

219

 

 

 

 

  

 

 

 

 

(7%)

 

 

 

 

  

 

 

 

 

(4%)

 

 

 

 

 

Eliminations

 

  

 

 

 

 

(1)

 

 

 

 

  

 

 

 

 

 

 

 

 

                 

 

Consolidated revenues

 

  

 

 

 

 

1,519

 

 

 

 

  

 

 

 

 

1,414

 

 

 

 

     7%        9%  
           

Adjusted EBITDA

 

           

 

Legal Professionals

 

  

 

 

 

 

221

 

 

 

 

    

 

185

 

 

 

    

 

19%

 

 

 

    

 

17%

 

 

 

 

Corporates

 

  

 

 

 

 

87

 

 

 

 

  

 

 

 

 

99

 

 

 

 

  

 

 

 

 

(12%)

 

 

 

 

  

 

 

 

 

(13%)

 

 

 

 

 

Tax Professionals

 

  

 

 

 

 

118

 

 

 

 

  

 

 

 

 

97

 

 

 

 

  

 

 

 

 

22%

 

 

 

 

  

 

 

 

 

21%

 

 

 

 

 

Reuters News

 

  

 

 

 

 

6

 

 

 

 

  

 

 

 

 

(2)

 

 

 

 

  

 

 

 

 

n/m

 

 

 

 

  

 

 

 

 

n/m

 

 

 

 

 

Global Print

 

  

 

 

 

 

88

 

 

 

 

  

 

 

 

 

94

 

 

 

 

  

 

 

 

 

(6%)

 

 

 

 

  

 

 

 

 

(5%)

 

 

 

 

 

Corporate costs

 

  

 

 

 

 

(235)

 

 

 

 

  

 

 

 

 

(65)

 

 

 

 

  

 

 

 

 

n/a

 

 

 

 

  

 

 

 

 

n/a

 

 

 

 

 

Consolidated adjusted EBITDA

 

  

 

 

 

 

285

 

 

 

 

  

 

 

 

 

408

 

 

 

 

  

 

 

 

 

(30%)

 

 

 

 

  

 

 

 

 

(33%)

 

 

 

 

           

 

Adjusted EBITDA margin

 

           

 

Legal Professionals

 

  

 

 

 

 

36.9%

 

 

 

 

  

 

 

 

 

31.9%

 

 

 

 

  

 

 

 

 

500bp

 

 

 

 

  

 

 

 

 

400bp

 

 

 

 

 

Corporates

 

  

 

 

 

 

27.6%

 

 

 

 

  

 

 

 

 

32.9%

 

 

 

 

  

 

 

 

 

(530)bp

 

 

 

 

  

 

 

 

 

(610)bp

 

 

 

 

 

Tax Professionals

 

  

 

 

 

 

47.6%

 

 

 

 

  

 

 

 

 

40.6%

 

 

 

 

  

 

 

 

 

700bp

 

 

 

 

  

 

 

 

 

530bp

 

 

 

 

 

Reuters News

 

  

 

 

 

 

3.9%

 

 

 

 

  

 

 

 

 

(2.7%)

 

 

 

 

  

 

 

 

 

660bp

 

 

 

 

  

 

 

 

 

330bp

 

 

 

 

 

Global Print

  

 

 

 

 

43.3%

 

 

 

 

  

 

 

 

 

42.9%

 

 

 

 

  

 

 

 

 

40bp

 

 

 

 

  

 

 

 

 

(50)bp

 

 

 

 

 

Corporate costs

 

  

 

 

 

 

n/a

 

 

 

 

  

 

 

 

 

n/a

 

 

 

 

  

 

 

 

 

n/a

 

 

 

 

  

 

 

 

 

n/a

 

 

 

 

 

Consolidated adjusted EBITDA margin

 

  

 

 

 

 

18.8%

 

 

 

 

  

 

 

 

 

28.9%

 

 

 

 

  

 

 

 

 

(1010)bp

 

 

 

 

  

 

 

 

 

(1120)bp

 

 

 

 

Legal Professionals

Revenues increased 3% in total and 4% in constant currency, driven by 4% growth in both recurring and transactions revenues. Revenues from law firms, which represents most of Legal Professionals, increased 2%, while revenues from smaller law firms outside the U.S. increased 8%. Sales to the U.S. government grew 10%. Segment adjusted EBITDA and the related margin increased due to higher revenues and lower expenses, as the prior-year period included severance charges. Foreign currency benefited segment adjusted EBITDA margin by 100bp.

 

 

 

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Corporates

Revenues increased 5% in total and 7% in constant currency driven by 11% growth in recurring revenues, which more than offset a 10% decline in transactions revenues. The decline in transactions revenues reflected a large government license sale in Latin America in the prior-year period and a decline in Legal Managed Services products. The acquisition of Integration Point contributed 1% to total and recurring revenue growth. Revenues from our large corporate customers, which comprise most of the segment, increased 8%. Revenues from our medium sized corporate customers grew 6% reflecting strong purchases of legal products. The global business declined 1%.

Segment adjusted EBITDA and the related margin decreased, as higher expenses more than offset higher revenues. The increase in expenses included initial costs associated with the creation of the Corporates segment, including higher employee-related costs. Segment adjusted EBITDA margin decline also reflected the dilutive impact of the Integration Point acquisition. Foreign currency benefited segment adjusted EBITDA margin by 80bp.

Tax Professionals

Revenues increased 4% in total and 8% in constant currency driven by 9% growth in recurring revenues, which more than offset a 3% decline in transactions revenues. Revenues from accounting firms in the U.S. increased 7% and in the global business by 19%, reflecting strong sales of our subscription-based products. Revenues from government customers, the smallest component of the Tax Professionals segment, decreased 10% due to lower transactions revenues, which was primarily timing related.

Segment adjusted EBITDA and the related margin increased due to higher revenues and lower expenses in the government business. Foreign currency benefited segment adjusted EBITDA margin by 170bp.

Tax Professionals is a more seasonal business relative to our other businesses, with a higher percentage of its segment adjusted EBITDA historically generated in the fourth quarter and to a slightly lesser extent, the first quarter, due to the release of certain tax products. Small movements in the timing of revenues and expenses can impact quarterly margins. Full-year margins are more reflective of the segment’s performance.

Reuters News

Revenues increased due to new revenues from providing news and editorial content to Refinitiv since October 1, 2018. Organic revenue growth, which excludes the Refinitiv contract, was 1%.

Segment adjusted EBITDA and the related margin increased due to lower expenses compared to the prior-year period, which included $9 million of severance charges. Foreign currency benefited segment adjusted EBITDA margin by 330bp.

Global Print

Revenues decreased 7% in total and included a 1% contribution from an acquisition. Revenues decreased 5% organically. The decline was in line with our expectations.

Despite lower expenses, segment adjusted EBITDA and the related margin decreased on a constant currency basis primarily due to the revenue decline. Foreign currency benefited segment adjusted EBITDA margin by 90bp.

Corporate costs

The increase in corporate costs reflected $158 million of investments to reposition our business following the separation of the F&R business from the rest of our company, including acceleration of digital strategies, replication of capabilities that we lost with the separation from Refinitiv and severance.

 

 

 

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Liquidity and Capital Resources

Capital Strategy

We have a disciplined capital strategy that is aligned with our business strategy. We are focused on ensuring that we have the investment capacity to drive revenue growth, both organically and through acquisitions, while also maintaining our long term financial leverage and credit ratings and continuing to provide returns to shareholders.

In October 2018, we sold a 55% interest in our F&R business to private equity funds managed by Blackstone for approximately $17 billion and retained a 45% interest in the new company which is now known as Refinitiv. We used the proceeds as follows:

 

·   

$10 billion was returned to our shareholders through a $6.5 billion substantial issuer bid/tender offer, a $2.3 billion return of capital transaction and $1.2 billion of share repurchases;

 

·   

$4 billion of debt was repaid;

 

·   

$2 billion was set aside for future reinvestment in our business through strategic acquisitions in key growth segments; however, if we cannot identify suitable acquisition targets in a reasonable timeframe, we will consider using these funds for additional share repurchases; and

 

·   

The remaining $1 billion was set aside for cash taxes, pension contributions, bond redemption costs, and other fees and expenses related to the transaction, including approximately $600 million to reposition our business for growth and scale following the closing of the transaction, some of which has already been spent.

Additionally, during 2018, we returned $900 million to our shareholders through dividends. We spent $478 million on acquisitions, which included a $248 million equity contribution to Refinitiv at the closing of the transaction and $576 million on our products and technology infrastructure related to continuing operations.

Additional information about our substantial issuer bid/tender offer and return of capital transaction is provided in note 25 of our 2018 annual consolidated financial statements. Additional information about share repurchases is provided in the “Share Repurchases” section below.

Our principal sources of liquidity are cash on hand, cash provided by our operations, our commercial paper programs and credit facility. From time to time, we also issue debt securities. Our principal uses of cash are for debt repayments, debt servicing costs, dividend payments, capital expenditures, share repurchases and acquisitions. We believe that our existing sources of liquidity will be sufficient to fund our expected 2019 cash requirements in the normal course of business.

We believe that our ability to consistently generate significant free cash flow demonstrates the resiliency and stability of our business model. Additionally, we believe that our operational efforts to drive revenue and margin growth will continue to result in strong free cash flow generation. However, in 2019, our free cash flow will be materially impacted by costs to complete the separation of our business from Refinitiv and reposition our company’s growth. We expect that our financial performance in 2020 will reflect the benefits from our actions, without related material costs. See the “Outlook” section of this management’s discussion and analysis for additional information.

The information above in this section is forward-looking and should be read in conjunction with the section entitled “Cautionary Note Concerning Factors That May Affect Future Results”.

 

 

 

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Cash Flow

Summary of Consolidated Statement of Cash Flow

 

    

 

Year ended December 31,

 

 

 

  (millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

  

 

$

 

 

 Change

 

 

 

 

  Net cash provided by operating activities

 

     2,062        2,029        33  

  Net cash provided by (used in) investing activities

 

     14,729        (1,047)        15,776  

  Net cash used in financing activities

 

     (14,936)        (2,490)        (12,446)  

  increase (decrease) in cash and bank overdrafts

 

     1,855        (1,508)        3,363  

  Translation adjustments

 

     (20)        9        (29)  

  Cash and bank overdrafts at beginning of period

 

     868        2,367        (1,499)  

  Cash and bank overdrafts at end of period

 

     2,703        868        1,835  

  Non-IFRS Financial Measures(1)

 

        

   Free cash flow (includes discontinued operations)

 

     1,107        1,032        75  

(1) Refer to Appendix A of this management’s discussion and analysis for additional information on our non-IFRS measures.

Operating activities. Cash flow from operating activities increased despite the loss of three months of cash flows from our former F&R business in 2018, compared to 2017 when the business was included for the full year, because the prior year included a $500 million pension plan contribution.

Investing activities. In 2018, cash provided by investing activities included approximately $16.1 billion of net proceeds from the sale of a 55% interest in our F&R business, which were partly offset by acquisition spending of $478 million that included Integration Point, a global trade management business and a $248 million equity contribution to Refinitiv. Capital expenditures were $938 million in 2018 (2017 - $950 million), of which $362 million (2017 - $431 million) related to F&R for the first nine months of 2018 and were included within discontinued operations. Acquisition spending in 2017 was $185 million, which related primarily to the F&R business and was included within discontinued operations.

Financing activities. Net cash used in financing activities reflected the return of a significant portion of the proceeds from the F&R transaction to shareholders, as well as debt repayments. In 2018, we returned $10.9 billion to common shareholders through a combination of a substantial issuer bid, return of capital, share repurchases and dividends. We repaid $4.0 billion of our long-term and short-term debt, including commercial paper. In 2017, we repaid debt of $0.5 billion and returned $2.0 billion to our common shareholders through dividends and share repurchases. Refer to the “Long-term Debt” subsection below and note 20 of our 2018 annual consolidated financial statements for additional information regarding our issuances and repayments of our long-term obligations.

Cash and bank overdrafts. In 2018, we set aside approximately $2 billion of the proceeds from the F&R transaction for future acquisitions or share repurchases. As such, cash and cash equivalents increased from $0.9 billion at December 31, 2017 to $2.7 billion at December 31, 2018.

Free cash flow. The increase in free cash flow reflected the same factors as cash from operating activities.

Additional information about our debt, dividends and share repurchases is as follows:

 

  ·   

Commercial paper programs. Our $2.0 billion commercial paper programs provide cost-effective and flexible short-term funding. Issuances of commercial paper reached a peak of $2.0 billion during 2018. There was no outstanding commercial paper at December 31, 2018.

 

  ·   

Credit facilities. We have a $2.4 billion credit facility agreement which matures in November 2021 and may be used to provide liquidity for general corporate purposes (including support for our commercial paper programs). In 2018, we borrowed and repaid $370 million under this credit facility. There were no outstanding borrowings at December 31, 2018. Based on our current credit ratings, the cost of borrowing under the agreement is priced at LIBOR/EURIBOR plus 110 basis points. We have the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $3.0 billion.

 

 

 

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If our debt rating is downgraded by Moody’s or Standard & Poor’s, our facility fees and borrowing costs may increase, although availability would be unaffected. Conversely, an upgrade in our ratings may reduce our facility fees and borrowing costs. We monitor the lenders that are party to our facility and believe they continue to be able to lend to us.

We guarantee borrowings by our subsidiaries under the credit facility. We must also maintain a ratio of net debt as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. We were in compliance with this covenant at December 31, 2018.

We entered into a second $1.5 billion credit facility agreement in November 2017 that was comprised of a $0.5 billion term loan facility and a $1.0 billion revolving credit facility that we cancelled on October 1, 2018. In 2018, we borrowed and repaid $1.0 billion under this credit facility.

 

  ·   

Long-term debt. We used part of the proceeds from the sale of a 55% interest in our F&R business to repay $4 billion of debt in October 2018. Additional information about specific debt securities that we repaid is provided in note 20 of our 2018 annual consolidated financial statements. In July 2018, we filed a debt shelf prospectus under which we may issue up to $3.0 billion principal amount of debt securities from time to time through August 2020. We have not issued any debt securities under the prospectus.

 

  ·   

Credit ratings. Our access to financing depends on, among other things, suitable market conditions and the maintenance of suitable long-term credit ratings. Our credit ratings may be adversely affected by various factors, including increased debt levels, decreased earnings, declines in customer demand, increased competition, a deterioration in general economic and business conditions and adverse publicity. Any downgrades in our credit ratings may impede our access to the debt markets or result in significantly higher borrowing rates.

In October 2018, following the closing of the F&R transaction, Standard & Poor’s downgraded our long-term debt from BBB+ to BBB and Moody’s added a negative outlook to their rating. As of the date of this management’s discussion and analysis, there have been no other changes to our credit ratings. Our credit ratings continue to be subject to change in the future.

The following table sets forth the credit ratings from rating agencies in respect of our outstanding securities as of the date of this management’s discussion and analysis:

 

     Moody’s

 

   Standard & Poor’s

 

   DBRS Limited

 

  Fitch

 

Long-term debt

 

   Baa2

 

   BBB

 

   BBB (high)

 

  BBB+

 

Commercial paper

 

   P-2

 

   A-2

 

   R-2 (high)

 

  F2

 

Trend/Outlook

 

   Negative Outlook

 

   Stable

 

   Stable

 

  Stable

 

These credit ratings are not recommendations to purchase, hold, or sell securities and do not address the market price or suitability of a specific security for any investor.

 

  ·   

Dividends. Dividends on our common shares are declared in U.S. dollars. In our consolidated statement of cash flow, dividends paid on common shares are shown net of amounts reinvested in our company under our dividend reinvestment plan (DRIP). Registered holders of common shares may participate in our DRIP, under which cash dividends are automatically reinvested in new common shares. Common shares are valued at the weighted-average price at which the shares traded on the Toronto Stock Exchange (TSX) during the five trading days immediately preceding the record date for the dividend.

Details of dividends declared per common share and dividends paid on common shares in the last two years were as follows:

 

    

 

Year ended December 31,

 

 

(millions of U.S. dollars)

 

    

 

2018

 

 

 

    

 

2017

 

 

 

Dividends declared per common share

 

    

 

$1.385

 

 

 

    

 

$1.38

 

 

 

Dividends declared

 

    

 

925

 

 

 

    

 

991

 

 

 

Dividends reinvested

 

    

 

(25)

 

 

 

    

 

(35)

 

 

 

Dividends paid

 

    

 

900

 

 

 

    

 

956

 

 

 

 

 

 

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In October 2018, our board of directors approved a $0.02 per share increase in the annualized dividend to $1.40 per common share, which was effective with our quarterly dividend paid in the fourth quarter of 2018. In February 2019, we increased our annualized dividend rate to $1.44 per common share. Refer to the “Subsequent Events” section of this management’s discussion and analysis for additional information.

 

  ·   

Share repurchases. We may buy back shares (and subsequently cancel them) from time to time as part of our capital strategy. Our share repurchases are typically effected under a normal course issuer bid (NCIB). As discussed earlier, in 2018, we also repurchased shares under a substantial issuer bid/tender offer, but that transaction was utilized solely to return part of the F&R transaction proceeds to our shareholders.

The maximum number of common shares that we may repurchase under the current NCIB is 32.2 million, which reflects our share consolidation in November 2018. Under our NCIB, we may repurchase common shares between May 30, 2018 and May 29, 2019 in open market transactions on the TSX, the New York Stock Exchange (NYSE) and/or other exchanges and alternative trading systems, if eligible, or by such other means as may be permitted by the TSX and/or NYSE or under applicable law, including private agreement purchases if we receive an issuer bid exemption order from applicable securities regulatory authorities in Canada for such purchases. The price that our company will pay for shares in open market transactions under the NCIB will be the market price at the time of purchase or such other price as may be permitted by TSX. There were no private agreement purchases in 2018. In 2017, we privately repurchased 6.0 million common shares under our NCIB at a discount to the then-prevailing market price.

Details of share repurchases under our NCIB in the last two years were as follows:

 

    

 

Year ended December 31,

 

 
    

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

Share repurchases (millions of U.S. dollars)

 

    

 

1,174

 

 

 

    

 

1,000

 

 

 

Shares repurchased (number in millions)

 

    

 

26.8

 

 

 

    

 

22.8

 

 

 

Share repurchases – average price per share in U.S. dollars

 

   $

 

43.87

 

 

 

   $

 

43.93

 

 

 

In February 2019, we announced plans to repurchase up to an additional $250 million of our common shares in 2019 (refer to the “Subsequent Events” section of this management’s discussion and analysis for additional information).

Decisions regarding any future repurchases will depend on factors such as market conditions, share price and other opportunities to invest capital for growth. We may elect to suspend or discontinue our share repurchases at any time, in accordance with applicable laws. From time to time when we do not possess material nonpublic information about ourselves or our securities, we may enter into a pre-defined plan with our broker to allow for the repurchase of shares at times when we ordinarily would not be active in the market due to our own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with our broker will be adopted in accordance with applicable Canadian securities laws and the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended. We entered into such a plan with our broker on December 27, 2018. As a result, we recorded a $21 million liability in “Other financial liabilities” within current liabilities at December 31, 2018 with a corresponding amount recorded in equity in the consolidated statement of financial position. We did not enter into such a plan at December 31, 2017.

Financial Position

Our total assets were $17.0 billion at December 31, 2018, a decrease of $9.4 billion from December 31, 2017. The decrease reflected the sale of 55% of our former F&R business (see the “Refinitiv Strategic Partnership” section of this management’s discussion and analysis), and our use of the proceeds to return a significant portion of the proceeds to shareholders and repay debt.

 

 

 

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At December 31, 2018, the carrying amounts of our total current assets exceeded the carrying amounts of our total current liabilities by $2.1 billion, largely because we set aside approximately $2 billion of the proceeds from the F&R transaction for future acquisitions or share repurchases. Normally, our current liabilities exceed our current assets because current liabilities include a significant amount of deferred revenue, which arises from the sale of subscription-based products and services that many customers pay for in advance. The cash received from these advance payments is used to currently fund the operating, investing and financing activities of our business. However, for accounting purposes, these advance payments must be deferred and recognized over the term of the subscription. As such, we typically reflect a negative working capital position in our consolidated statement of financial position. In the ordinary course of business, deferred revenue does not represent a cash obligation, but rather an obligation to perform services or deliver products, and therefore when we are in that situation we do not believe it is indicative of a liquidity issue, but rather an outcome of the required accounting for our business model.

Net Debt(1)

 

    

 

December 31,

 

 

(millions of U.S. dollars)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

2017

 

 

 

 

Current indebtedness

 

    

 

3

 

 

 

    

 

1,644

 

 

 

Long-term indebtedness

 

    

 

3,213

 

 

 

    

 

5,382

 

 

 

Total debt

 

    

 

3,216

 

 

 

    

 

7,026

 

 

 

Swaps

 

    

 

76

 

 

 

    

 

246

 

 

 

Total debt after swaps

 

    

 

3,292

 

 

 

    

 

7,272

 

 

 

Remove fair value adjustments for hedges(2)

 

    

 

4

 

 

 

    

 

9

 

 

 

Total debt after currency hedging arrangements

 

    

 

3,296

 

 

 

    

 

7,281

 

 

 

Remove transaction costs and discounts included in the carrying value of debt

 

    

 

40

 

 

 

    

 

59

 

 

 

Less: cash and cash equivalents(3)

 

    

 

(2,706)

 

 

 

    

 

(874)

 

 

 

Net debt

 

    

 

630

 

 

 

    

 

6,466

 

 

 

(1) Net debt is a non-IFRS financial measure, which we define in Appendix A of this management’s discussion and analysis.

(2) Represents the interest-related fair value component of hedging instruments that are removed to reflect net cash outflow upon maturity.

(3) Includes cash and cash equivalents of $24 million and $126 million at December 31, 2018 and 2017, respectively, held in subsidiaries, which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and are therefore not available for general use by our company.

At December 31, 2018, our total debt position (after swaps) was $3.3 billion. The maturity dates for our term debt are well balanced with no significant concentration in any one year. At December 31, 2018, the average maturity of our term debt was approximately 12 years at an average interest rate (after swaps) of less than 5%, all of which is fixed, and we remain well below our target leverage ratio of net debt to adjusted EBITDA of 2.5:1, given the benefit of the approximately $2 billion in cash and cash equivalents from our F&R transaction that we have set aside for future acquisitions or share repurchases.

The following table illustrates our expected term debt maturities (after swaps) at December 31, 2018.

 

 

LOGO

 

 

 

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Financial Risk Management

Our global operations expose us to a variety of financial risks, which include market risk (primarily currency risk and interest rate risk), credit risk and liquidity risk. Our risk management approach is to minimize the potential adverse economic effects associated with these risks on our financial performance and to ensure we have sufficient liquidity to fund our operations, reinvest in our business, pay dividends and service our debt obligations. Our centralized corporate treasury group is responsible for our financial risk management strategy and operates under strict guidelines and internal control processes. Our corporate treasury group identifies, evaluates and hedges financial risks. The overall approach is under the oversight of our Chief Financial Officer. The section entitled “Financial Risk Management” in note 20 of our 2018 annual consolidated financial statements provides a detailed discussion of the material financial risks that we believe we are exposed to and our approach to mitigating the potential adverse effects on our financial performance.

After the closing of the F&R transaction in October 2018, most of our remaining business is conducted in U.S. dollars. While we continue to be exposed to currency risk, particularly from the British pound sterling, Euro, Canadian dollar, Indian rupee, Brazilian real and Argentine peso, we do not consider our current exposures significant enough to hedge through derivative financial instruments, as we used to do when we wholly owned F&R. We routinely monitor our currency exposures and may enter into derivative financial instruments in the future in order to mitigate our foreign exchange risk. Refer to note 20 of our 2018 annual consolidated financial statements for additional information.

The following charts outline the currency profile of our revenues and operating expenses included in the calculation of adjusted EBITDA for 2018:

 

 

LOGO

We primarily transact in U.S. dollars, however, 21% of our 2018 revenues and 33% of our 2018 expenses were denominated in currencies other than the U.S. dollar. The most significant currencies that we transact in outside of the U.S dollar are the British pound sterling and the Canadian dollar, with the balance spread over several currencies, including the Euro, Brazilian real, Argentine peso, and the Indian rupee. As a higher percentage of our expenses are denominated in foreign currency, changes in foreign exchange rates typically impact the growth in our expenses more than our revenues. In 2018, foreign currency had no impact on our revenue growth, decreased operating expenses by 2%, and increased adjusted EBITDA 1%.

We monitor the financial stability of the foreign countries in which we operate. To mitigate risk of loss, we monitor the creditworthiness of our customers and have policies and procedures for trade receivables collection and global cash management to ensure adequate liquidity is available to us.

We also monitor the financial strength of financial institutions with which we have banking and other commercial relationships, including those that hold our cash and cash equivalents, as well as those which are counterparties to derivative financial instruments and other arrangements.

Approximately 94% of our cash and cash equivalents at December 31, 2018 were held by subsidiaries outside the U.S. We have historically accessed such funds in a tax efficient manner to meet our liquidity requirements. Due to our legal entity structure, we continue to expect to have access to our funds held by subsidiaries outside the U.S. in a tax efficient manner.

 

 

 

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Off-Balance Sheet Arrangements, Commitments and Contractual Obligations

The following table summarizes our debt and off-balance sheet contractual obligations:

 

 

(millions of U.S. dollars)

 

  

 

 

 

 

2019

 

 

 

 

  

 

 

 

 

2020

 

 

 

 

  

 

 

 

 

2021

 

 

 

 

  

 

 

 

 

2022

 

 

 

 

  

 

 

 

 

2023

 

 

 

 

  

 

 

 

 

Thereafter

 

 

 

 

  

 

 

 

 

Total

 

 

 

 

Long-term debt(1)

 

    

 

 

 

 

    

 

 

 

 

    

 

548

 

 

 

    

 

 

 

 

    

 

600

 

 

 

    

 

2,111

 

 

 

    

 

3,259

 

 

 

Interest payable(1)

 

    

 

147

 

 

 

    

 

147

 

 

 

    

 

147

 

 

 

    

 

128

 

 

 

    

 

128

 

 

 

    

 

1,298

 

 

 

    

 

1,995

 

 

 

Debt-related hedges outflows

 

    

 

16

 

 

 

    

 

16

 

 

 

    

 

498

 

 

 

    

 

 

 

 

    

 

 

 

 

    

 

 

 

 

    

 

530

 

 

 

Debt-related hedges inflows(2)

 

    

 

(13)

 

 

 

    

 

(13)

 

 

 

    

 

(423)

 

 

 

    

 

 

 

 

    

 

 

 

 

    

 

 

 

 

    

 

(449)

 

 

 

Operating lease payments

 

    

 

91

 

 

 

    

 

44

 

 

 

    

 

35

 

 

 

    

 

32

 

 

 

    

 

29

 

 

 

    

 

98

 

 

 

    

 

329

 

 

 

Unconditional purchase obligations

 

    

 

343

 

 

 

    

 

144

 

 

 

    

 

58

 

 

 

    

 

26

 

 

 

    

 

13

 

 

 

    

 

4

 

 

 

    

 

588

 

 

 

Defined benefit obligations(3)

 

    

 

212

 

 

 

    

 

 

 

 

    

 

 

 

 

    

 

 

 

 

    

 

 

 

 

    

 

 

 

 

    

 

212

 

 

 

Total

 

    

 

796

 

 

 

    

 

338

 

 

 

    

 

863

 

 

 

    

 

186

 

 

 

    

 

770

 

 

 

    

 

3,511

 

 

 

    

 

6,464

 

 

 

(1) Represents our contractual principal and interest payments. Future cash flows have been calculated using forward foreign exchange rates.

(2) Future cash flows have been calculated using forward foreign exchange rates.

(3) Represents expected contributions to fund our material defined benefit obligations consisting of funded pension plans and expected claims under unfunded pension plans and retiree medical plans. These amounts do not include voluntary contributions that we may elect to make from time to time to our funded plans. We cannot reasonably estimate contributions beyond 2019 because they depend on future economic conditions and plan performance, and may be affected by future government legislation.

We provide further information about our obligations below:

 

·   

Operating leases – We enter into operating leases in the ordinary course of business, primarily for real property and equipment. Lease payments represent scheduled, contractual obligations as per each agreement. With certain leases, we guarantee the restoration of the leased property to a specified condition after completion of the lease period. The liability associated with these restorations is recorded within “Provisions and other non-current liabilities” in our consolidated statement of financial position. Effective January 1, 2019, we will record virtually all of our lease obligations as liabilities on our balance sheet. See the “Recent Accounting Pronouncements” section of this management’s discussion and analysis for additional information.

 

·   

Subsidiary guarantees – For certain real property leases, banking arrangements and commercial contracts, we guarantee the obligations of some of our subsidiaries. We also guarantee borrowings by our subsidiaries under our credit agreement.

 

·   

Unconditional purchase obligations – We have various obligations for materials, supplies, outsourcing and other services contracted in the ordinary course of business. In the table above, certain commitments have been estimated over the contractual period.

 

·   

Defined benefit obligations – We sponsor defined benefit plans that provide pension and other post-employment benefits to covered employees. As of December 31, 2018, the fair value of plan assets for our material funded pension plans was 90% of the plan obligations. In 2018, we contributed $65 million to our material defined benefit plans, including $29 million to plans that were transferred with the F&R transaction. In 2017, we contributed $584 million to our material defined benefit plans, including $500 million to pre-fund our U.S. pension plan. In 2019, we expect to contribute approximately $212 million to our material defined benefit plans, including $167 million that we contributed to a U.K. defined benefit pension plan in February 2019 to satisfy U.K. pension law funding obligations arising from the F&R transaction, $17 million in accordance with the normal funding policy of funded plans and $28 million for claims expected to arise under unfunded and retiree medical plans.

From time to time, we may elect to make voluntary contributions to improve the funded status of the plans. For certain plans, the trustees have the right to call for special valuations, which could subsequently result in us having to make an unexpected contribution. Market-related factors may also affect the timing and amount of contributions. The amount and timing of any future required contributions to pension plans could differ significantly from our estimates at December 31, 2018.

 

·   

Disposition contingencies – In certain disposition agreements, we guarantee indemnification obligations of our subsidiary that sold the business or assets. We believe that based upon current facts and circumstances, additional payments in connection with these transactions would not have a material impact on our consolidated financial statements.

 

 

 

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·   

Refinitiv Warrants – The terms of our investment in Refinitiv include warrants that provide for a potential exchange of value between Blackstone (and its co-investors) and our company at the time of an initial public offering (IPO) or change in control of Refinitiv, depending on the value of Refinitiv at that date. Our equity ownership in Refinitiv could fluctuate between 42.9% and 47.6% depending on which party exercises its warrant and assuming no change to the ownership interests of the parties following the formation of Refinitiv. These warrants are a derivative instrument, recorded within “Other financial assets – non-current” in the consolidated statement of financial position and must be accounted for at fair value each reporting period. Future changes in value will be recorded within “Operating gains, (losses), net,” in the consolidated income statement.

Other than as described above, we do not engage in off-balance sheet financing arrangements and we do not have any interests in unconsolidated special-purpose or structured finance entities.

Contingencies

Lawsuits and Legal Claims

We are engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, employment matters, commercial matters, defamation claims and intellectual property infringement claims. The outcome of all of the matters against us is subject to future resolution, including the uncertainties of litigation. Based on information currently known to us and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on our financial condition taken as a whole.

Uncertain Tax Positions

We are subject to taxation in numerous jurisdictions and we are routinely under audit by many different taxing authorities in the ordinary course of business. There are many transactions and calculations during the course of business for which the ultimate tax determination is uncertain, as taxing authorities may challenge some of our positions and propose adjustments or changes to our tax filings.

As a result, we maintain provisions for uncertain tax positions that we believe appropriately reflect our risk. These provisions are made using our best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. We review the adequacy of these provisions at the end of each reporting period and adjust them based on changing facts and circumstances. Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from our provisions. However, based on currently enacted legislation, information currently known to us and after consultation with outside tax advisors, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on our financial condition taken as a whole.

For additional information, please see the “Risk Factors” section of this annual report, which contains further information on risks related to tax matters.

 

 

 

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Outlook

The information in this section is forward-looking and should be read in conjunction with the part of the “Additional Information” section below entitled “Cautionary Note Concerning Factors That May Affect Future Results”.

Trends

Our customers’ worlds are becoming more complex, time pressured and economically constrained. They require more knowledge to serve their own customers and better tools to help make the most of their time. We believe that we are well positioned to drive productivity and simplify workflows in the professional world. We remain focused on the following trends impacting our customers:

 

·   

Changing business models – To remain competitive, our customers continue to evolve their business models. We support them by providing solutions that improve productivity. As many of our customers do not wish to build and maintain their own systems, we can leverage our expertise, positioning, brand and scale to become the partner of choice with solutions tailored to their specific workflows.

 

·   

Shift from content to software – While our customers continue to require our trusted content, software increasingly automates or manages professional workflows. More software is offered in the cloud as subscription arrangements, rather than installed on premise as outright licenses. As a result, software businesses are becoming more predictable, similar to information services businesses. As the lines between information and software continue to blur, we plan to increasingly pursue combined software and analytics solutions that are designed to help make our customers’ operations more efficient and profitable.

 

·   

Advanced technologies – Our customers are increasingly focused on the impact of advances in artificial intelligence and machine learning technologies in their industries. Many of our customers consider us a key technology resource and expect us to deliver advanced solutions. We are supporting our customers’ transitions to more technology-enabled solutions, with the launch of Westlaw Edge in 2018 as a recent example.

 

·   

Greater regulatory complexity – As the complex global regulatory environment makes it challenging to do business around the world, many of our customers that operate on a global scale rely on our solutions to help them comply with multiple regulatory regimes.

The competitive landscape is crowded and evolving. Our traditional competitors include information service providers and specialized software providers. In some areas, we also compete with large global accounting firms as they build more proprietary software and information offerings to supplement their advisory businesses. Start-ups continually push the boundaries of our industries as they are typically small, digitally-native SaaS start-ups at the forefront of the technology frontier. In the global news market segment, media companies are enabling broadcasters and publishers with news content in text, pictures, graphics and video form to create programming and content for their consumer audience. While competition continues to be intense, we believe that our strengths – high quality content, deep domain expertise, technology expertise, and strong customer relationships – allow us to take advantage of the changes in the market and to develop scalable solutions.

Priorities

Our new customer segments reflect the key areas where we believe we can create meaningful value for our customers. Our Legal Professionals, Corporates and Tax Professionals segments comprised about 80% of our 2018 revenues and collectively grew 4% organically. We plan to focus our investments in these segments, including expanding our platform approach for our various products and services, and increasingly using artificial intelligence, analytics and the cloud to increase leverage, efficiency, speed and scale for our company and our customers.

To reposition our business for growth, we are focusing on five key priorities in 2019:

 

·   

Deliver higher revenue growth by acquiring new customers, using better analytics, increasing cross-selling and upselling and by improving retention.

 

·   

Create a more customer-focused operating model to better inform how we design our offerings and go to market.

 

 

 

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·   

Serve customers through digital channels, which we expect will enhance the end-to-end experience as well as impro