UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
40-F and FORM 20-F
Form
40-F
(Check
One)
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o
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934
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OR
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þ
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ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For
the fiscal year ended December 31,
2008
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Commission
File Number: 1-31349
Form
20-F
(Mark
One)
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o
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE
ACT OF 1934
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OR
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þ
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31,
2008
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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OR
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o
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SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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Commission
File Number: 333-08354
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Form 40-F
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Form
20-F
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THOMSON
REUTERS CORPORATION
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(Exact
name of Registrant as specified in its charter)
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THOMSON
REUTERS
PLC
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Ontario,
Canada
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(Province
or other jurisdiction of incorporation or organization)
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England
and Wales
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2741
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(Primary
Standard Industrial Classification Code Number)
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2741
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98-0176673
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(I.R.S.
Employer Identification No. (if applicable))
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Not
Applicable
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3
Times Square
New
York, New York 10036
(Address
of Registrants’ principal executive offices)
Deirdre
Stanley, Executive Vice President and General Counsel
deirdre.stanley@thomsonreuters.com
Telephone:
(646) 223-4000
Facsimile:
(646) 223-7719
3
Times Square
New
York, New York 10036
(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact
Person)
Form
40-F
Thomson
Reuters Holdings Inc.
Attn:
Deirdre Stanley, Executive Vice President and General Counsel
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:
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Title
of each class
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Name
of each exchange on which registered
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Common
Shares
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New
York Stock Exchange
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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:
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þ Annual
information form
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þ Audited annual
financial statements
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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:
646,046,307 common shares, 6,000,000 Series II preference shares, 1
Equalization Share, 1 Special Voting Share and 1 Reuters Founders
Share
Indicate
by check mark whether the Registrant by filing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned
to the Registrant in connection with such Rule.
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Yes o
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82-
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No þ
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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.
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Yes þ
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No o
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Form
20-F
Securities
registered or to be registered pursuant to Section 12(b) of the
Act:
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Title
of each class
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Name
of each exchange on which registered
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American
Depositary Shares, each representing six ordinary shares, £0.25 nominal
value each
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The
Nasdaq Stock Market LLC
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| Ordinary shares, £0.25 nominal value each* |
* Not for
trading, but in connection with the registration of American Depositary
Shares.
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.
None
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report. 181,229,241
ordinary shares, 1 Special Voting Share and 1 Reuters Founders
Share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes þ No o
If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
Yes o No þ
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes þ No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer þ Accelerated
filer o Non-accelerated
filer o
Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:
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U.S.
GAAP o
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International
Financial Reporting Standards as issued by the International Accounting
Standards Board o
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Other
þ
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If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow.
Item 17 þ Item 18 o
If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
Thomson
Reuters Corporation 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
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(1)
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Thomson
Reuters Corporation 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.
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(2)
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Any
change to the name or address of Thomson Reuters Corporation’s agent for
service shall be communicated promptly to the Commission by amendment to
Form F-X referencing the file number of Thomson
Reuters Corporation.
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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.
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THOMSON
REUTERS CORPORATION
(Registrant)
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By:
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/s/
Deirdre Stanley
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Name:
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Deirdre
Stanley
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Title:
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Executive
Vice President and General Counsel
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Date:
March 30, 2009
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EXHIBIT
INDEX TO FORM 40-F
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Number
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Description
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Annual
Report for the year ended December 31, 2008 (which constitutes an Annual
Information Form and includes Management’s Discussion and Analysis and
Audited Financial Statements for the year ended December 31,
2008)
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Consent
of PricewaterhouseCoopers LLP, Toronto
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Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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Certification
of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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Certification
of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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99.7
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Code
of Ethics (incorporated by reference to Exhibit 99.1 from Thomson Reuters
Corporation’s Form 6-K dated November 10, 2008)
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Thomson
Reuters Audit Committee Charter
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| 99.9 | Thomson Reuters Corporation Restated Articles of Incorporation (incorporated by reference to Exhibit 99.1 from Thomson Reuters Corporation's Form 6-K dated April 17, 2008) | |
| 99.10 | Thomson Reuters Corporation Amended and Restated By-Laws (incorporated by reference to Exhibit 99.2 from Thomson Reuters Corporation's Form 6-K dated April 17, 2008) |