Court filing
Exhibit 59 to the Mura Declaration - Public Version of ECF No.… — Brooks v. Thomson Reuters Corporation (Dkt. 148.12)
No. 3:21-cv-01418-EMC · Doc. 148-12 · Docket on CourtListener
Full text
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 1 of 83
EXHIBIT 59
(Redacted)
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United States District Court for the
Northern District of California
San Francisco Division
CAT BROOKS and RASHEED SHABAZZ,
individually and on behalf of all others
similarly situated,
Plaintiffs,
v.
THOMSON REUTERS CORPORATION,
Defendant.
Case No. 3:21-cv-1418-EMC
REPORT OF FINANCE SCHOLARS GROUP, INC.
June 1, 2022
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 3 of 83
TABLE OF CONTENTS
I. INTRODUCTION .............................................................................................................................. 1
II. PREPARER’S QUALIFICATIONS AND COMPENSATION ....................................................... 1
III. BACKGROUND ............................................................................................................................. 2
IV. THOMSON REUTERS CORPORATION AND CLEAR .............................................................. 3
V. ANALYSIS OF CLEAR’S PROFITABILITY ................................................................................ 7
IV. SUMMARY AND CONCLUSIONS ............................................................................................ 19
V. AUTHOR’S SIGNATURE AND DATE........................................................................................ 19
VI. EXHIBIT AND APPENDICES..................................................................................................... 20
Exhibit 1 – Profitability of CLEAR on California Residents
Appendix A – Bibliography of Sources
Appendix B – Resume of Terry Lloyd
Appendix C – Janice Queck, CFRA, “Stock Report,” Thomson Reuters Corporation,
May 28, 2022
Appendix D – Thomson Reuters Economic Analysis Report, May 21, 2022
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 4 of 83
I. INTRODUCTION
Finance Scholars Group, Inc. (“FSG”) was retained by Gibbs Law Group LLP, Gupta
Wessler PLLC, Justice Catalyst Law, Inc., and Surveillance Technology Oversight Project, which
represent the plaintiffs and proposed class in the above captioned case (the “Case”) against
Thomson Reuters Corporation (“Thomson Reuters” or “Defendant”).
The Case is a proposed class action lawsuit brought by California residents
(“Californians”) who allege that Thomson Reuters’s sale and operation of a product known as
“CLEAR” violates California law and unjustly enriches Thomson Reuters to the detriment of the
proposed class of California residents (the “Class”).
On behalf of FSG, I have been asked to evaluate the feasibility of calculating the total net
profits that Thomson Reuters has derived since December 3, 2017, in connection with making
information about California residents available through CLEAR.
As detailed below, I have concluded that it is possible to calculate Thomson Reuters’s net
profits attributable to using and selling Californians’ data through CLEAR. Based on publicly
available information and discovery produced to date, I have structured a calculation, consistent
with standard methodology, for determining these net profits dating back to December 2017, which
shows total net profits of approximately as of the end of 2021. This calculation may
be refined as discovery continues and as more information becomes available.
II. PREPARER’S QUALIFICATIONS AND COMPENSATION
I am a certified public accountant (CPA) and a Chartered Financial Analyst (CFA), a
securities and valuation designation. I received a BA in accounting (magna cum laude) in 1981
and an MBA in 1982, both from the University of Utah. I became a CPA in 1983 and a CFA in
1993. Since receiving my license as a CPA I have had at least 40 hours per year of continuing
professional education. This includes study in accounting, finance, markets, valuation, forensic
accounting, and specialized industries like real estate and securities.
Over a career of more than 40 years, I have determined the value of hundreds of businesses,
assets, and liabilities for transactions, tax, disputes, and financial (GAAP) reporting. I have been
published and have spoken widely on topics like valuation, fair value in GAAP, the value of
intangibles and the pricing of assets and liabilities. I have also guest-lectured in law (UCLA,
Fordham, Notre Dame) and business (UC Berkeley) schools, and I am a contributing author to a
1
law school text, Accounting for Lawyers. I have spoken for a variety of professional organizations,
including CPAs, financial analysts, lawyers, and judges. Some of my published material on finance
and accounting have been used in law school courses. A complete list of my publications and
testimony are found in my CV, which is in the appendices to this report.
My practice primarily involves the valuation of assets, liabilities, and businesses for
1
Matthew J. Barrett and David R. Herwitz, Foundation Press, University Casebook Series, all
editions since 2001, including the sixth edition (2021).
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transactions, tax, and other purposes such as a purchase price allocation and transfer pricing.
About 80% of my practice is valuation. The analysis described in this report uses the same
methods and principles I use in the rest of my practice. I have dealt with issues relating to the
calculation of net profit and marginal costs in engagements involving a wide variety of industries,
including auto salvage, olive oil, video games, agriculture, and disposable cups and plates. I have
also addressed profit and margin issues as a partner or principal in the management of accounting
and consulting firms.
I have been qualified as an expert in state and federal courts and arbitration venues,
including international forums on damages, accounting, and valuation matters. I have extensive
experience calculating damages, including measures such as lost profits, unlawful gains, lost value,
and other methods. My full resume, including publications, education, and testimony is found in
the appendices to this report.
FSG’s compensation for this matter is at standard rates and is not contingent on reaching
any particular conclusion or otherwise based on the outcome of the case. FSG is being paid $650
per hour for my work. Others, working at my direction, bill at standard rates between $250 and
$550 per hour.
III. BACKGROUND
The Case
2
As noted above, this Case is a proposed class action lawsuit. The Case was brought by
California residents Cat Brooks and Rasheed Shabazz (“Plaintiffs”) on behalf of a proposed class
of Californians. I have reviewed the complaint that the Plaintiffs filed in this case, and I am
generally familiar with their allegations against Thomson Reuters, namely that through CLEAR,
Thomson Reuters collects personal data about Californians, without their consent, and profits by
making that personal information available for sale to Thomson Reuters’s customers. Thomson
Reuters has not shared those profits with the Californians whose information may be accessible
through CLEAR at any given time.
I understand the Plaintiffs allege that Thomson Reuters’s conduct in operating CLEAR
violates a California statute known as the Unfair Competition Law and also that it has led to
Thomson Reuters’s unjust enrichment from monetizing the Plaintiffs’ personal data. I am
3
informed that California law generally allows plaintiffs to recover the net profits of the defendant
that are attributable to the alleged misconduct. I understand this to generally mean that in
calculating net profits, Thomson Reuters may be entitled to deduct marginal costs that it incurs in
producing the gross revenues that would otherwise subject to recovery. I further understand that
those deductions do not extend to fixed costs, such as ordinary overhead, that would have been
2
Complaint at 2, Brooks v. Thomson Reuters Corp., No. 21-cv-01418-EMC.
3
Specific terms like net profits, gross revenue, and marginal costs are discussed in more detail in
later sections of this report.
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incurred in any event. As detailed below, based on the information provided to me to date, along
with the information that I independently acquired and reviewed, it is feasible to calculate the net
profits (the unjust enrichment) that Thomson Reuters earned from the Class members’ personal
data, consistent with the appropriate methodology for such calculations.
Sources of Information
To structure a calculation of Thomson Reuters’s net profits derived from CLEAR as it
pertains to the Class, I reviewed and evaluated information from a variety of sources. These
sources include publicly available information, such as Thomson Reuters earnings announcements
and press releases, SEC filings, analyst reports, and other published information. I also reviewed
materials produced by Thomson Reuters as part of this litigation, such as internal evaluations of
the CLEAR product, along with private source data on business and financial information.
I understand that this litigation, including discovery, remains ongoing. I know that
Thomson Reuters has produced documents to Plaintiffs as part of the discovery process and that
Thomson Reuters may produce additional documents and information in the future. I also know
that depositions and other discovery efforts are likely to continue, and that new information bearing
on the subject matter of my work is likely to become available. Following the receipt of such
information, I will update my analysis, if appropriate, and issue a subsequent report, or modify my
analysis or conclusions based on the receipt of that new information.
IV. THOMSON REUTERS CORPORATION AND CLEAR
Thomson Reuters Corporation
5
Thomson Reuters is a Canadian-based public company that describes itself as “leading
provider of business information services… [with] products [that] include highly specialized
information-enabled software and tools for legal, tax, accounting and compliance professionals
6
combined with the world’s most global news service – Reuters.”
4
Am. Master Lease LLC v. Idanta Partners, Ltd., 225 Cal. App. 4th 1451, 1486-88 (2014); Uzyel
v. Kadisha, 188 Cal. App. 4th 866, 894 (2010); Restatement (Third) of Restitution and Unjust
Enrichment § 51 (2011) (the “Restatement”). Although I have looked to authorities like the
Restatement in preparing my report, I offer no legal opinions in this matter. My calculations
follow a standard format for calculating unjust enrichment as detailed in later sections of this
report. In the event I am directed to revise the calculations described in this report, the nature of
the calculation, my education, experience, and familiarity with Thomson Reuters’ revenues and
costs relating to CLEAR will allow me to provide further analysis.
5
Its shares trade on the New York and Toronto stock exchanges.
6
From Thomson Reuters’ 2021 annual report at page 2.
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In 2021 Thomson Reuters generated revenues of approximately $6.3 billion and net income
7
of about $1.7 billion. For the 12 months ending on March 31, 2022, it produced $1.7 billion of
8
cash flow from its operations. For the first quarter of 2021, Thomson Reuters posted income of
9
$1 billion. Its “Big 3” operating segments produce about 80% of the Company’s revenues every
year. Those segments are Legal Professionals, Government, and Tax & Accounting
10
professionals. The CLEAR product is part of Thomson Reuters’s Government segment. The
11
following chart comes from Thomson Reuters’s 2021 annual report:
7
https://finance.yahoo.com/quote/TMSOF/financials?p=TMSOF (listing 2021 revenue and net
income).
8
https://finance.yahoo.com/quote/TMSOF/cash-flow?p=TMSOF (listing cash flow for TTM, or
“trailing twelve months”). Net income and cash flow are different ways of measuring
profitability. EBITDA is another measure of profitability. For the 12 months ending March 31,
2022, Thomson Reuters had an EBITDA of $2.14 billion. EBITDA is considered a proxy for
cash flows from operations by lenders, investors, and others.
https://finance.yahoo.com/quote/TMSOF/financials?p=TMSOF. The information on Thomson
Reuters’s profitability is also available in various other sources, including Thomson Reuters
earnings announcements and financial data services like Bloomberg and The Wall Street Journal.
See, for example, https://www.bloomberg.com/press-releases/2022-05-03/thomson-reuters-
reports-first-quarter-2022-results-l2q0ew2b; https://www.thomsonreuters.com/en/press-
releases/2022/may/thomson-reuters-reports-first-quarter-2022-results.html; and
https://investors.thomsonreuters.com/static-files/423b93f3-fea4-41fb-84e6-edc633273b7c.
9
See: https://www.msn.com/en-ca/money/topstories/thomson-reuters-reports-us-1b-q1-profit-
revenue-up-six-per-cent-from-year-ago/ar-AAWS4Eb.
10
From the February 8, 2022 press release: https://www.thomsonreuters.com/en/press-
releases/2022/february/thomson-reuters-reports-fourth-quarter-and-full-year-2021-results.html.
11
https://investors.thomsonreuters.com/static-files/6938b043-b0c4-453f-842a-90ac19b5febd.
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Thompson Reuters, as a public company, is worth about $48.1 billion and about
486,000,000 shares are held by investors. Investors benefit from increases in share prices and
periodic distributions (dividends) of the company’s profits. Over the past 10 years, Thomson
Reuters shareholders have enjoyed a total average annual return on an investment in Thomson
13
Reuters of about 17%.
Thomson Reuters’s CLEAR Product
The CLEAR product, within Thomson Reuters’s Government segment, accounts for a
growing portion of that segment’s revenues, as detailed below and at Exhibit 1. I understand
Thomson Reuters, through its CLEAR product, aggregates and makes available to its customers
14
information relating to individuals and businesses. I understand CLEAR to contain a wide array
15
of information about individuals, with target industries and customers in the financial services
16
(banks, brokerages, etc.), insurance, and retail sectors, among others. The data is used for a
17
broad set of “use cases.”
It is my understanding that many of CLEAR’s customers use CLEAR for economic
12
This is Thomson Reuters’s “market cap” (market capitalization) or the share price multiplied
by the number of shares outstanding. It is considered a “large cap” or company with a value
over $10 billion. See https://companiesmarketcap.com/thomson-reuters/marketcap/ (accessed
May 28, 2022). The calculations are as of May 27, 2022. Thomson Reuters has 487.1 million
shares outstanding and the share closed at $98.75 on Friday.
13
Total return is net change in share price and distributions. See:
https://www.morningstar.ca/ca/report/stocks/performance.aspx?t=0P00006896.
14
My understanding of this comes from the materials I have reviewed, including Plaintiffs’
complaint, documents produced in discovery, and the report of Professor Turow. See also BDR
Cube Hanger CLEAR, TR-BROOKS026283 at 1 (“Thomson Reuters CLEAR is a suite of public
records technology that provides the capability to verify people and business identities,
proactively mitigate risk with scoring, and improve investigations with accurate and sourced
data.”); Godlewski Dep. 53:9-54:3.
15
Fox Dep. Ex. 9, 20150324 PR Content Details, TR-BROOKS082062 (listing
); Fox Dep. 98:7-8 (“[T]hese are data categories that appear in
the CLEAR product.”); Fox Dep. 35:22-25 and 36:1-3.
16
Godlewski Dep. 104:13-20; Godlewski Dep. 105:6-8; CLEAR_PR Revenue, TR-
BROOKS047405.
17
See Corporate Risk Growth Strategy: Financial Services (Sept. 2020), TR-BROOKS123266
(discussing key use cases and target markets); Godlewski Dep. Ex. 10, Thomson Reuters
CLEAR: Online Investigation Software (May 4, 2022) (noting that “Thomson Reuters CLEAR is
powered by billions of data points” and providing a list of “all use cases”); Godlewski Dep.
127:10-14.
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purposes. CLEAR’s “Corporate” segment makes up a growing percentage of its overall revenue.
And beyond CLEAR’s corporate customers, government entities also use CLEAR, including for
19
purposes related to economic activity. As one Thomson Reuters document succinctly puts it:
20
21
The same presentation goes on to describe the CLEAR product as follows:
Across other materials, Thomson Reuters describes the CLEAR product in slightly
22
different terms. For example, Thomson Reuters’s webpage describes CLEAR this way:
Thomson Reuters CLEAR® is powered by billions of data points and leverages cutting-
edge public records technology to bring all key content together in a customizable
dashboard. Locate hard-to-find information and quickly identify potential concerns
associated with people and businesses to determine if further analysis is needed. The
user-friendly platform was designed with intuitive navigation and simple filtering
18
Godlewski Dep. 105:6-8; CLEAR_PR Revenue, TR-BROOKS047405 (showing a growing
percentage of CLEAR revenue comprised from its Corporate customer segment over the years
2010-2017, from 3% in 2010 to 47% in 2017).
19
See Godlewski Dep. 134:22-135:8 (discussing how government entities would use CLEAR to
investigate fraudulent unemployment insurance claims or other fraudulent claims for government
benefits).
20
Corporate Risk Growth Strategy: Financial Services (Sept. 2020), TR-BROOKS123263.
21
Corporate Risk Growth Strategy: Financial Services (Sept. 2020), TR-BROOKS123265.
22
See https://legal.thomsonreuters.com/en/products/clear-investigation-software.
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parameters, so you can quickly search across thousands of data sets and get accurate
results in less time.
And in other documents, Thomson Reuters describes CLEAR, and some of the ways that
23
customers may use CLEAR, as follows:
Product overview
CLEAR combines a broad spectrum of public records and technology to efficiently
deliver insight to investigative and fraud prevention professionals, organizes, tracks,
and combines data to present a complete picture of an [sic] subject’s identity, history,
assets and potential issues
…
Customer profile: Primarily used as a tool for manual investigation into individuals in
corporate and government use cases. Majority of corporate revenue comes from
financial institutions using the product for AML/KYC-related investigations
Government customers are primarily law enforcement agencies at the federal and local
level.
I understand that customers may pay for CLEAR under a few different arrangements.
Customers may pay on a per-use basis, for example, by incurring a charge every time they run a
CLEAR search. 24 Customers may instead pay for a CLEAR subscription, where the price is set
according to characteristics of the customer and the data they may seek to access, but does not
vary based on usage. 25 And a third type of customer payment model would combine the two,
where a customer has a subscription, but if they reach a certain threshold of usage, they will incur
additional charges beyond their base subscription fee. 26 Of these customer plans, I understand
most of CLEAR’s customers use subscription plans and, even among those that have usage
“windows,” many typically stay within their usage limits.27
V. ANALYSIS OF CLEAR’S PROFITABILITY
Methodology for Calculating the Relevant CLEAR Net Profits
Throughout this report, I use the term “net profit” to describe what Plaintiffs seek to
calculate for purposes of their unjust enrichment claim. I use that language because it is the term
used in the cases and Restatement section that I cite in footnote number four above. However, the
measure of profitability called “net profit” by the Restatement and other authorities is what an
accountant or financial analyst would more likely call “gross margin,” “gross profit,” or
23
Corporate Risk Growth Strategy: Financial Services (Sept. 2020), TR-BROOKS123277.
24
TR-BROOKS019229.
25
TR-BROOKS019229; TR-BROOKS078674.
26
TR-BROOKS176757.
27
TR-BROOKS019229; TR-BROOKS020153; TR-BROOKS053386.
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“incremental profit.” In other words, speaking generically rather than about CLEAR
specifically, the concept refers to the difference between the sales price of additional units and the
cost required to produce those additional units, that is the “marginal” or “incremental” profit from
selling an additional unit.
A widely used college text on cost accounting defines the concept of marginal cost
(otherwise known as “incremental cost”) as the additional total cost incurred for an activity, not to
include expenses that would be incurred whether or not the subject activity was undertaken. 29
30
Similarly, the American Institute of CPAs (“AICPA”), a professional association, issues
authoritative guidance across a wide variety of practice areas, including the following excerpts:
Incremental Costs of Obtaining a Contract
… FASB ASC 340-40-25-2 states, "the incremental costs of obtaining a specific
contract are those costs that the entity would not have incurred if the contract had not
been obtained." For example, commissions paid to sales personnel, if incurred solely
as a result of obtaining the contract, would be eligible for capitalization as long as they
are expected to be recovered. However, costs such as salaries related to personnel
working on a proposal would most likely not be capitalized, as such costs would not be
incremental because the costs would be incurred even if the contract was not obtained,
unless the costs are explicitly chargeable to the customer under the contract (as
described in FASB ASC 340-40-25-3). An entity is precluded from deferring costs
merely to normalize profit margins throughout a contract by allocating revenue and
costs evenly over the life of the contract.
28
For the purpose of my analysis, I am treating the phrases “gross profit,” “gross margin,” and
“incremental profit” as synonymous. Some differences may exist between those terms based on
different facts and circumstances, but they are equivalent for my purposes in this report. The
FASB ASC Master Glossary Found online at https://asc.fasb.org/glossary defines a gross margin
as “the excess of sales over cost of goods sold.” Gross margin does not account for a company’s
operating expenses like marketing, overhead, etc.
29
Cost Accounting A Managerial Emphasis, Horngren et al. Twelfth edition, Pearson Prentice
Hall. Chapter 11, “Decision Making and Relevant Information,” at page 386. This may be the
most widely used text on this topic and is used as a reference by practitioners. A similar
explanation is found in other texts and sources.
Cost accountants refer to an “activity” to describe the production of a unit. That activity could
range from producing a gallon of milk to another billable hour by a lawyer or accountant.
30
While the accounting standards for GAAP are promulgated by the Financial Accounting
Standards Board (“FASB”), auditing standards (“GAAS” or Generally Accepted Auditing
Standards”), and industry guidance are established by the AICPA.
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Using the example of a grocery store, the marginal cost of a gallon of milk is typically the
31
same for the first gallon sold as for the last one. For some items, like assets held in digital form
(music, movies, images, data), there may be little if any additional cost to create another unit sold
to the latest customer. In some cases, such as tickets to a less-than-full stadium or movie theater,
there may be no additional cost incurred to produce the additional revenue from the last ticket sold.
In those cases, the incremental profit from the sale is the entire revenue. Specifically, when
32
measuring lost profits or unjust enrichment, a guide for CPAs and other practitioners states:
The incremental profit margin is typically defined as the profit left after the deduction
of those costs necessary to make and sell the additional units within a relevant
incremental range.
In the present case, I analyzed the financial data produced by Thomson Reuters along with
other industry data to evaluate the additional costs incurred when selling an additional unit to
calculate the net profit on the sale of CLEAR. As noted elsewhere in this report, the delivery of
digital content often incurs little, if any, additional cost to deliver it to the customer. An additional
or incremental cost in the case of CLEAR could be royalties or licenses paid to other suppliers of
data by Thomson Reuters when it has to pay a variable royalty to that vendor. Thomson Reuters’s
licensing/royalty agreements, some fixed and some variable, are discussed elsewhere in this report.
My calculations apply accepted definitions and methodologies to the financial performance
of the CLEAR product. I regularly perform a profitability analysis in my work valuing businesses
and assets for transactions, licensing, financing, and tax purposes. My analysis is consistent with
33
the professional standards applicable in those matters.
31
A small bodega selling, say, 20 gallons of milk a week might pay its supplier $3.50 per gallon
and sell it at $4.50, netting a $1.00 margin/gross profit per gallon. A grocer selling 1,000 gallons
a week might negotiate a price of $3.25 per gallon with that supplier. A high-volume discounter
like Costco might sell 10,000 gallons per week and buy (or produce) it for $3.00 per gallon. For
each retailer, the cost of the first and last units sold are generally the same over the period.
32
See Jackson, Daniel L. L. and American Institute of Certified Public Accountants. Business
Valuation and Forensic & Litigation Services Section, "Calculating Intellectual Property
Infringement Damages; AICPA practice aid series 06-1" (2006). Guides, Handbooks and
Manuals. 26, at 32.
33
The applicable professional standards depend on the specific situation. They can include
GAAP (Generally Accepted Accounting Principles for fair value) and USPAP (Uniform
Standards of Professional Appraisal Practice). “USPAP is a set of national Standards that is
applicable for most U.S. appraisals. USPAP is developed by the Appraisal Standards Board
(ASB) of The Appraisal Foundation.” See https://www.appraisalinstitute.org/professional-
practice/ethics-and-standards/standard-of-professional-practice/ Other disclosures and
compliance depend on specific settings such as work used in federal tax settings or foreign
jurisdictions.
Cost accounting is an entire discipline within management accounting and addresses issues like
fixed, variable, and incremental costs. GAAP are promulgated by the Financial Accounting
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2.) The Allocation of CLEAR Revenues to the Class
Because the revenues listed above are global, the next step in calculating the relevant
CLEAR net profits will be to allocate an appropriate share of CLEAR’s total revenues to the US
(domestic) market. After calculating the share of CLEAR revenue for the United States, I then
allocate that share of total domestic CLEAR revenue to the California market. After determining
the amount of CLEAR revenue attributable to California, the calculation then adjusts that revenue
to natural persons in California.
It is common for companies to evaluate sales and profits across multiple users or within
specific geographies. When data are not available for specific sources of revenue, the analysis
would rely on other, broader data to estimate potential sales relating to a given geography or
market. For a product such as CLEAR, where the product itself is comprised of information
relating to individuals and businesses, similar principles would apply to apportioning sales and
profits across different groups of individuals whose information is available through CLEAR.
Thomson Reuters is a global enterprise and the first step in my calculations is to apportion
its revenues to the United States persons and entities whose information is potentially accessible
through CLEAR. Of its $6.35 billion worldwide revenues, Thomson Reuters generated over 70%
37
of its total revenue from the United States.
When it comes to CLEAR, however, it appears that the product is mostly used (and useful)
in the United States, rather than abroad. Based on currently available information, it appears that
38
virtually all CLEAR revenue, over 99% of it, corresponds to usage relating to the United States.
The fact that virtually all CLEAR revenue comes from domestic usage is consistent with
available information on CLEAR customers and what they use the data for. I understand, for
example, that CLEAR customers, including law enforcement, are primarily based in the United
States. In addition, CLEAR’s consumer database appears to be predominantly comprised of U.S.
39 40
consumers. A spreadsheet produced by Thomson Reuters shows CLEAR users by region,
broken out by both customer segment (Corporate/Gov’t) and by account (e.g.,
etc.). It shows that U.S.-based entities make up
2017 numbers to be approximately one-twelfth of the total for the 2017 calendar year. Should
more precise data become available, I will review it and factor it into my approach.
37
Janice Queck, CFRA, “Stock Report,” Thomson Reuters Corporation, May 28, 2022, Business
Summary. Corporate Overview, p. 2: “In 2021, approximately 79% of revenue was derived from
the U.S., 6% from other Americas, 11% of EMEA and 4% from Asia Pacific.” Appendix C.
38
Master CLEAR User Level File, TR-BROOKS061094 (showing approximately 99% of
CLEAR revenue coming from United States customers); Godlewski Dep. 73:16-18 and 245:16-
20 (May 6, 2022).
39
Fox. Dep. 37:5-10.
40
Active CLEAR Subs Migration, TR-BROOKS052564.
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approximately 100% of CLEAR’s users as of 2015. An additional spreadsheet file produced by
Thomson Reuters shows “12 Month Proforma” amounts for the period April 2016 through March
2017, concluding that 99.92% of usage is domestic. In light of CLEAR’s overwhelmingly
domestic customer and revenue composition, it is reasonable to assume that a similar percentage
of CLEAR’s revenue relates to customers viewing information about domestic individuals and
businesses.
Give the foregoing information and data, for purposes of this report, I have estimated that
99% of CLEAR revenues relates to domestic information and use.
Next, it is necessary to determine which portion of the total U.S. CLEAR revenue that can
be reasonably attributed to California. I understand from Plaintiffs’ counsel that Thomson Reuters
has stated during discovery that it does not attribute how much of its revenues is made from making
information available about Californians through CLEAR, nor does Thomson Reuters maintain
historical data identifying which CLEAR queries have obtained information about Californians as
compared to non-Californians. To estimate the percentage of overall domestic CLEAR revenue
attributable to California, I analyzed several sources of information on California’s population and
economy.
One method for determining the share of CLEAR’s revenue attributable to Californians
would be to compare the population of California with that of the rest of the United States. While
this method offers a potentially workable apportionment, there are two reasons this may not be the
42
most accurate method. First, CLEAR is used in large part as a tool related to economic activity.
For that reason, to the extent the proportion of U.S. economic activity conducted within California
is not the same as the proportion of the U.S. population within California, then California’s share
of economic activity is likely to be more useful in conducting this apportionment analysis. Second,
43
while California’s share of the total U.S. population is 11.8%, I understand the Class to
encompass natural persons who resided in California at any time during the relevant time period,
including those who lived in California at one point and then moved out of state, along with those
who initially lived out of state but then moved into California. For that reason, statistics that
identify the fixed population within California at any given time would likely undercount the total
41
Master CLEAR User Level File, TR-BROOKS061094. An email authenticating this
document was produced as TR-BROOKS061093.
42
CLEAR_PR Revenue, TR-BROOKS047405 (showing a growing percentage of CLEAR
revenue comprised from its Corporate customer segment over the years 2010-2017, from
); TR-BROOKS123263; TR-BROOKS020790 (request for production of
documents and information from the United States House of Representatives, Subcommittee on
Economic and Consumer Policy); TR-BROOKS114745 (FAQ for CLEAR’s consumer fraud
investigations use cases); TR-BROOKS174416 (“CLEAR offers Consumer and Business Data”).
Thomson Reuters describes it data and users with terms like “financial institutions,” “AML/KYC
[anti-money laundering/know your customer],” “fraud,” and “assets.”
43
From the 2021 U.S. census, Estimates of the Total Resident Population and Resident
Population Age 18 Years and Older for the United States, Regions, States, District of Columbia,
and Puerto Rico: July 1, 2021.
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Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 16 of 83
number of “Californians” included in the Class relevant to this Case.
California accounts for a disproportionate share of U.S. economic activity (14.6% of U.S.
44
GDP) relative to its population size. This is not surprising, since it is frequently recognized that
45
if California were its own country, it would form the fifth largest economy in the world. To the
extent CLEAR is used by law enforcement for non-economic purposes, I note that California also
46
has a higher arrest rate (13.4%) than its share of the U.S. population (11.8%). Because the
CLEAR product provides information to a combination of companies seeking financial
information and governmental entities (some of the latter of which are using CLEAR for
47
economic-related purposes), and at least half the usage pertains to economic activity, I have
averaged those two figures (14.6% and 13.4%) to conservatively estimate that California accounts
for about 14% of total U.S. CLEAR revenues.
Finally, it is necessary to determine, within the approximately 14% of CLEAR revenues
that relate to information on California, what percentage of that revenue relates to natural
48
persons in California (who comprise the Class) as opposed to entities. A spreadsheet file
provided by Thomson Reuters during this litigation, entitled “Fields_Used_by_Search Type
49
202009 YTD.xlsx,” provides aggregate numbers of CLEAR “desktop” searches broken down
44
https://www.statista.com/chart/9358/us-gdp-by-state-and-region/;
https://www.bea.gov/sites/default/files/2022-03/qgdpstate0322.pdf. Gross domestic product
(GDP) is a widely used measure for the economic activity within a country, state, or geography.
The U. S. Bureau of Economic Analysis provides this definition of GDP: “GDP is one of the
most comprehensive and closely watched economic statistics: It is used by the White House and
Congress to prepare the Federal budget, by the Federal Reserve to formulate monetary policy, by
Wall Street as an indicator of economic activity, and by the business community to prepare
forecasts of economic performance that provide the basis for production, investment, and
employment planning.” Measuring the Economy/A Primer on GDP and the National Income
and Product Accounts, U.S. Bureau of Economic Analysis, December 2015,
https://www.bea.gov/resources/methodologies/measuring-the-economy.
45
See, for example, https://www.forbes.com/places/ca/?sh=6a91dbd33fef. The overall size of
California’s economy is less than Germany’s and more than England’s.
46
See: FBI “Crime in the United States, Table 69: Arrests by State.” https://ucr.fbi.gov/crime-in-
the-u.s/2018/crime-in-the-u.s.-2018/topic-pages/tables/table-69.
47
Fox Dep. 50:10-15 (testifying that about of CLEAR’s current customers are corporate
users). Beyond CLEAR’s corporate customers, government entities also use CLEAR for
purposes related to economic activity. See Godlewski Dep. 134:22-135:8 (government customers
also use CLEAR to investigate fraudulent unemployment insurance claims and the like).
48
The Bates number of that spreadsheet is: TR-BROOKS020178.
49
It is my understanding that CLEAR can be accessed in multiple ways, including desktop
searches See TR-BROOKS107599 at TR-BROOKS107609. The accessible content may have
minor differences but is largely similar. See TR-BROOKS024549. In fact, “the API and Desktop
platforms largely use the same content/databases (which have the same Schedule A pricing).”
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Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 17 of 83
50
by each search input field combination (e.g., searches where a customer input solely a social
security number, searches where a customer input a last name, first name, and date of birth).
Totaling the search types reasonably tied to natural persons (i.e., excluding company search,
court search, search all business, risk inform business standalone, and intellectual property
searches), the data indicates that approximately of all CLEAR searches relate to
individuals.
3.) Relevant Marginal Costs
The next step in the calculation of CLEAR’s net profit is calculating the relevant marginal
costs incurred by CLEAR in generating revenues using Californians’ personal information.
It is my understanding that Thomson Reuters licenses or otherwise acquires some
information from third-party sources, aggregating that information for use by its CLEAR
51
customers. Thomson Reuters then indexes and makes the information available in response to
52
CLEAR customer queries, or searches. Helpful context on marginal costs by companies like
Thomson Reuters is found within the broader background of other firms that aggregate and resell
digital content like Bloomberg, Dow Jones, Spotify, TurboTax, Netflix, and others. Such firms
tend to be highly “scalable,” which means that the sale of one additional unit (like a subscription)
costs very little to produce because existing data can be duplicated and transmitted almost cost-
53
free. This is seen in a wide variety of products from video streaming (Disney +, Apple TV,
Netflix, etc.) to software as a service (TurboTax, Oracle product suites, etc.), and social media
(Twitter, Facebook, TikTok, etc.). Once the infrastructure, including the user interface, content,
TR-BROOKS127538. CLEAR is “primarily a desktop application.” See Corporate CLEAR
Growth Strategy, TR-BROOKS066326 at TR-BROOKS066345; CLEAR Database Breakdown
202102, TR-BROOKS073513 (showing of CLEAR usage transactions occurring through
CLEAR Desktop and occurring through CLEAR S2S, with the remaining attributable to
Batch searches).
50
It is my understanding that CLEAR users can run searches by inputting any of a set of possible
criteria, including social security number, last name, first name, address, city, county, state, date
of birth, or other similar criteria. Godlewski Dep. Ex. 17, TR-BROOKS060007, CLEAR. The
Easier Way to Know the Unknowns. Godlewski Dep. 168:1-10 (confirming that a user can run a
person search after inputting partial information, then clicking the “run search” button).
51
Thomson Reuters Responses to Plaintiffs First Set of Interrogatories, Attachment A, at 1, 6-8.
52
Thomson Reuters Responses to Plaintiffs First Set of Interrogatories at 21.
53
The Law and Theory of Trade Secrecy: A Handbook of Contemporary Research 158 n.18,
Katherine J. Strandburg, Rochelle Cooper Dreyfuss, eds., (2011) (“Software is often described as
a potential natural monopoly due to the high ratio between development costs, which are
substantial in some cases, and virtually zero reproduction [or marginal] costs.”). A less
academic, but easier-to-follow example, including graphics, is here:
https://medium.datadriveninvestor.com/the-spotify-profit-problem-and-three-ways-theyll-solve-
it-f71c57d8a8da This discussion illustrates, literally, how an additional dollar of revenue can
produced 95 cents (or more) of profit for data businesses like Spotify, Amazon, TR, and its
competitors.
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Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 18 of 83
and product format, has been created, the cost of providing that product to each new customer is
54
relatively small.
A massive online retailer like Amazon uses this strategy in two ways. First, by selling
digital product (e-books, digital downloads, streaming, etc.). Second, using its data on customers
and vendors, it brokers transactions between third-party sellers and Amazon customers. In those
types of sales, Amazon incurs no cost to acquire and ship these products and simply collects a
share of the sales proceeds on each transaction for brokering (or “facilitating”) the sale. Both of
these are in contrast to Amazon’s traditional retailing where it acquires, stores, and ships a tangible
product like a book purchased by customers. Once Thomson Reuters acquires data and packages
it for sale, the added cost to bundle and deliver that information to a new, or “incremental”
55
customer is very small. This is seen in the margins reported for the company’s products
54
Jens-Uwe Franck & Martin Peitz, “Market Definition and Market Power in the Platform
Economy” 85 (2019) (“[I]n some markets, users on the platform buy a bundle. For example, a
subscription on Netflix gives users unlimited access to the whole library. Netflix, however, has
to pay content providers based on the number of streams. Since subscribers are heterogenous, the
average cost per consumer from the viewpoint of Netflix is the fees it has to pay to content
providers for an average consumer. However, pricing decisions are based on the cost of the
marginal user. Thus, the relevant cost is the content consumption of the marginal user. If high-
usage consumers are the first to subscribe, this implies that the marginal cost of Netflix is
decreasing with the number of users.”).
55
A margin, or “spread” is the difference between the price a customer pays for a product or
service and the costs incurred by the seller to provide that product or service. See footnote 28 for
the definition and source used by accountants. A generic description of margins taught in
business schools and other places is the same and can be found in many sources, including case
studies used at the Harvard Business School. One of them, “Profitability Ratios/The Higher the
Better (mostly)/The Five You Need to Know,” defines it as “Gross profit, you’ll recall, is
revenue minus cost of goods sold or cost of services.” This chapter was originally published as
chapter 19 of Financial Intelligence for Entrepreneurs: “What You Really Need to Know About
the Numbers,” copyright 2008 Business Literacy Institute, Inc. Copies can be purchased at
https://hbsp.harvard.edu/product/6562BC-PDF-ENG.
A company that offers cost efficiencies for SaaS (software as a service) providers is CloudZero.
In its materials, it offers this description of the incremental margin for companies selling data
and software services. It notes, “Essentially, looking at the gross margin can help answer the
question, ‘If we were to produce and sell one additional unit, how much revenue would we
generate and how much more money would we need to spend?’” See:
https://www.cloudzero.com/blog/saas-gross-margin . Other sources, in and out of data delivery
and electronic content use similar definitions. Footnote 53 provides some examples. For
example, because milk is a commodity many grocery shoppers will buy based on price alone and
milk, or other commodities, has a fairly low margin. The grocer may only realize a small
percentage of the sales price, perhaps as low as 2-3%. By contrast a high margin product like a
branded alcoholic beverage or personal care item (shaving accessories) could have substantially
higher margins. No matter what the product, when a grocer sells anything—say a box of laundry
detergent—it has to buy that box of detergent from a supplier. Each sale of a tangible product
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Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 20 of 83
60
. Absent
any evidence that material flat fee royalty costs would have been avoided had Thomson Reuters
not made information about Californians available through CLEAR, those flat free royalty costs
cannot properly be considered marginal costs in connection with calculating Thomson Reuters’s
net profits.
Unlike flat fee royalty costs, the transactional royalty costs that Thomson Reuters incurred
in connection with making Californians’ data available through CLEAR are true marginal costs
that must be accounted for in calculating net profits, since these costs would not have been incurred
61
had the corresponding revenue not been generated. Various documents produced in discovery
reflect that Thomson Reuters’s transactional royalty costs are consistently at or below of the
corresponding revenues. For that reason, my calculations use the figure as a reasonable
estimate of the relevant marginal costs incurred by Thomson Reuters on CLEAR.
4.) Summary of Relevant CLEAR Net Profits
As detailed the preceding paragraphs, sufficient data exists for all necessary inputs to
calculate the net profits that Thomson Reuters generated in connection with possessing and making
information about the Class available to CLEAR customers. These data points and analysis
included (1) examining Thomson Reuters’s revenues from CLEAR during the relevant time
period, (2) apportioning the total revenues to just California natural persons, and (3) reducing the
gross revenues, based on marginal costs, to derive net profits. The calculation, using the numbers
62
laid out above, can be summarized as follows for 2021:
2021
60
TR-BROOKS038817-TR-BROOKS038835; TR-BROOKS038836-TR-BROOKS038837.
61
TR-BROOKS110695; TR-BROOKS129381.
62
The dollar amounts listed in the schedule are in millions. In my view, each of the inputs and
variables utilized in this report is reliable, for the reasons listed above. I note, however, that with
discovery and the Case still open and ongoing, new information may come to light which would
bear on those inputs. I will review any additional information made available to me, and I
reserve the right to modify the calculation accordingly.
Page 17 of 20
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 21 of 83
63
Applying the above methodology, I have totaled each year’s amounts for a cumulative
total. The calculations appear in the table below:
2017* 2018 2019 2020 2021
63
The dollar amounts listed in the schedule are in millions. As I noted above, the calculations
end with the 2021 calendar year (because that is the last full year for which revenue and cost
information were available), though I understand that Thomson Reuters continues to operate
CLEAR with information available about Californians, so I anticipate that a final calculation for
purposes of this Case would extend beyond the end of 2021.
Page 18 of 20
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 22 of 83
IV. SUMMARY AND CONCLUSIONS
As detailed above, the calculation of the amount of Thomson Reuters’s unjust enrichment
on a Class-wide basis is feasible, and I have provided my methodology and an example of how
that can be done based on the information provided to date.
Using publicly available data and information that Thomson Reuters has produced so far
in discovery, Thomson Reuters’s net profits attributable to CLEAR’s use of Class members’ data
can be calculated as approximately .
V. AUTHOR’S SIGNATURE AND DATE
Dated: June 1, 2022
By:
Name: Terry Lloyd
Its: Managing Director
Page 19 of 20
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 23 of 83
VI. EXHIBIT AND APPENDICES
Description
Exhibit 1 Profitability of CLEAR on California Residents
Appendix A Bibliography of Sources
Appendix B Resume of Terry Lloyd
Appendix C Janice Queck, CFRA, “Stock Report,” Thomson Reuters Corporation, May 28,
2022
Appendix D Thomson Reuters Economic Analysis Report, May 21, 2022
Page 20 of 20
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 24 of 83
EXHIBIT 1
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 25 of 83
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 26 of 83
APPENDIX A
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 27 of 83
APPENDIX A – BIBLIOGRAPHY OF SOURCES
All Licensing Agreements
TR-BROOKS035636-TR-BROOKS039381
CLEAR PeopleMap Comparator
TR-BROOKS061893-TR-BROOKS061897
3 0_demo_w_notes
TR-BROOKS019093-TR-BROOKS019115
BDR cube hanger CLEAR
TR-BROOKS026283-TR-BROOKS026284
CLEARFlyer_S023734
TR-BROOKS060007-TR-BROOKS060008
20150324 PR Content Details
TR-BROOKS082062
CI Workshop Series- CLEAR Bootcamp Final - Feb2017
TR-BROOKS083972-TR-BROOKS084017
2021 FI Growth Strategy
TR-BROOKS123263-TR-BROOKS123277
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 1
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 28 of 83
Non-Law Enforcement Customer Profiles
TR-BROOKS144611-TR-BROOKS144615
Doubling Corporates FINAL
TR-BROOKS157508-TR-BROOKS157614
Deposition Transcripts
May 6, 2022 Deposition of Paul Godlewski
May 16, 2022 Deposition of Steven Fox
May 18, 2022 Deposition of Dori Buckethal
Project Dremel Estimate
TR-BROOKS019433
219422 Strategic Categorization Input Sheet v2.1
TR-BROOKS074600
Email from Kevin Appold re: Adding TU Gateway to Skip
TR-BROOKS110695-TR-BROOKS110699
Epiphany Legal 2019 Investment Prioritization_v5
TR-BROOKS135972-TR-BROOKS135988
PR Data Providers Summary_FINAL_081716
TR-BROOKS137048- TR-BROOKS137053
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 2
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 29 of 83
Migration CLEAR 3 0 Subs 20150611 BUCKETED
TR-BROOKS054545
Copy of 2020 Royalty Expense-to-Revenue Report vFox
TR-BROOKS086877
GI_Active Clear_12.2.20
TR-BROOKS124419
Email from Alan Schafer re: APIs in CLEAR
TR-BROOKS127538-TR-BROOKS127540
CLEAR S2S Allocation 202012-202102
TR-BROOKS127541
Active CLEAR Subs Migration
TR-BROOKS052564
Fields_Used_by_Search Type 202009 YTD
TR-BROOKS020178
MASTER Clear User Level File
TR-BROOKS061094
Thomson Reuters Foreign Access - Approved Jurisdiction List
TR-BROOKS077436- TR-BROOKS077438
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 3
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 30 of 83
2015 Competitor Matrix-L-375201
TR-BROOKS018912-TR-BROOKS018913
2018 Business Case Financial Model – RF_PPPO
TR-BROOKS106480
Class Action Complaint filed December 3, 2020
2020 Thomson Reuters Annual Report
TR-BROOKS014840-TR-BROOKS015038
2020 YTD Business Analysis – S&L GI (Aug)
TR-BROOKS050846-TR-BROOKS050850
Plaintiffs First Set of Requests for Production of Documents
2021 CLEAR Proposal
TR-BROOKS018218- TR-BROOKS018219
2021 Investment Cases – Legal Core Consolidation
TR-BROOKS031286-TR-BROOKS031287
2021 Public Records Data Licensing Update v2
TR-BROOKS074445-TR-BROOKS074447
Thomson Reuters First Supplemental Answers to Plaintiffs First Set of Interrogatories
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 4
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 31 of 83
Plaintiffs First Set of Interrogatories to Defendant
Plaintiffs Second Set of Interrogatories to Defendant
Plaintiffs Third Set of Interrogatories to Defendant
Defendant Thomson Reuters Corporation’s Responses and Objections to Plaintiffs’ First Set of
Interrogatories to Defendant
012020 - New Gov. Inv. CLEAR Batch Calculator
TR-BROOKS002588
202101_Driver_Output_by_Product
TR-BROOKS051770
20201217 TR RFC - Sprint 1 Deck vDist[1]
TR-BROOKS125018-TR-BROOKS125078
Third Quarter Report Period Ended September 30, 2021
TR-BROOKS016961-TR-BROOKS017028
Second Quarter Report Period Ended June 30, 2021
TR-BROOKS016867-016933
Annual Report 2020 March 10, 2021
TR-BROOKS014840-TR-BROOKS015038
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 5
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 32 of 83
CLEAR - Investment Walkthrough 2022.20210524
TR-BROOKS076076-TR-BROOKS076083
CLEAR July 2021 Pricing Grid
TR-BROOKS018228
CLEAR Real Time Usage by DB 201707
TR-BROOKS061971
CLEAR Usage - All Cust CM 202103 DB
TR-BROOKS074471
CLEAR Usage - Corp 201706
TR-BROOKS061969
CLEAR Usage-All 201701-201805
TR-BROOKS064661
CLEAR Usage-All 201806
TR-BROOKS064718
CLEAR Usage-All 201808
TR-BROOKS064995
CLEAR Usage-All 201810
TR-BROOKS065185
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 6
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 33 of 83
CLEAR_PR Revenue 2010-2018
TR-BROOKS047405
CLEAR_Sales_201709_D
TR-BROOKS053483
Email from April Meyer re: Confidential Competitor Information
TR-BROOKS018977-TR-BROOKS018978
Email from Alan Schafer re: New Price Classes for CLEAR 3.0
TR-BROOKS018837-TR-BROOKS018870
Email from Karla Snelling re Non-US Data Bid
TR-BROOKS020766- TR-BROOKS020767
Email from Paul J. Wohletz re 2022 CLEAR Budget
TR-BROOKS020771- TR-BROOKS020775
Copy of NEW CLEAR Customer Counts and Rev by Seg 2014_2015YTD
TR-BROOKS053499
Cost Data – Cleeves Estimate
TR-BROOKS019990
Email from Pat William re: Financials
TR-BROOKS020376- TR-BROOKS020379
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 7
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 34 of 83
Public Records Access Request Form for Tina Summerville
TR-BROOKS020519-TR-BROOKS020520
CLEAR Fields Used by Search Type
TR-BROOKS020178
Financials Presentation
TR-BROOKS020430-TR-BROOKS020443
2014 FP&I Chargeable Transactions Summary
TR-BROOKS018675
GI Active Clear Customers
TR-BROOKS124419
CLEAR Gov and Investigative Renewal Data
TR-BROOKS122783
3-1-17 CBP data pricing
TR-BROOKS019802
Email from Paul J. Wohletz re CLEAR and West Law Password Report
TR-BROOKS019904-TR-BROOKS019909
2020 CLEAR Stakeholder Meeting 021820 - FINAL
TR-BROOKS067976-TR-BROOKS068007
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 8
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 35 of 83
New Gov. Inv. CLEAR Batch Calculator
TR-BROOKS002367
2015 Marketing and Contractor Accounts Expense Summary Product Marketing
TR-BROOKS019293
Naming Brief for U.S. Legal Businesses of Thomson Reuters
TR-BROOKS025679-TR-BROOKS025681
Pondera – 3 Year Strategy Roadmap Template – May 2021
TR-BROOKS020412-TR-BROOKS020418
Product Profitability – Consolidation for CLEAR by year Feb 2022
TR-BROOKS017074
Public Records Royalty Vendor List
TR-BROOKS090324
Public Records Summary Snapshot April YTD 2020
TR-BROOKS068983
Public Records Margin Analysis – 2020 YTD
TR-BROOKS067628
PUBRECS_2019_YTD
TR-BROOKS066418
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 9
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 36 of 83
Q3 2021 Earnings Presentation
TR-BROOKS016934-TR-BROOKS016959
Q4 2020 Earnings Presentation
TR-BROOKS016716- TR-BROOKS016758
Q4 2021 Earnings Presentation FINAL
TR-BROOKS017029- TR-BROOKS017068
Savings Calculator
TR-BROOKS018254
Email from Paul J. Wohletz re: CLEAR Product Insight Dashboard
TR-BROOKS020168-TR-BROOKS020171
State Gov Inv 2018 NTO Upsell WORKING
TR-BROOKS107761
State Gov Inv Feb 2019 YTD NTO Upsell WORKING
TR-BROOKS107762
Email from Arie Rosenrauch re CLEAR Pricing Options and Sample Subscription Pricing
TR-BROOKS018497
Thomson Reuters (TRI) Q4 2021 Earnings Call Transcript – February 8, 2022
Thomson Reuters Corp Stock Exchange Report – May 6, 2022
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 10
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 37 of 83
TR Legal Business Case.DREMEL CLEAR.final
TR-BROOKS024042-TR-BROOKS024066
Email from Alan Schafer re: 2014 FP&I Chargeable Transactions
TR-BROOKS018682-TR-BROOKS018687
Email from Alan Schafer re: PMP v. CLEAR
TR-BROOKS019229-TR-BROOKS019231
Email from Jin Hong re: IPR Content on WestLaw and Clear
TR-BROOKS019397-TR-BROOKS019399
Email from Katarina Anderson re:Government Investigative Workflow
TR-BROOKS019827-TR-BROOKS0198030
Email from Alan Schafer re: CLEAR Billing Data Outage
TR-BROOKS020153-TR-BROOKS020154
Email from Paul J. Wohletz re: Westlaw Public Records Usage
TR-BROOKS020279-TR-BROOKS020282
Email from Brad Ericksen re: UX Change Program and 2021 Budget
TR-BROOKS020536-TR-BROOKS020539
2021-02-26.RK Gomez to Hasker-Reuters re Information Database
TR-BROOKS020790-TR-BROOKS020796
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 11
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 38 of 83
Email from Paul J. Wohletz re: CLEAR Desktop Content
TR-BROOKS024549-TR-BROOKS024550
Email from Alan Schafer Re:
TR-BROOKS04729-TR-BROOKS047039
CLEAR_PR Revenue
TR-BROOKS047405
CLEAR Retention Data – Long – June 2013
TR-BROOKS053386
Email from Alan Schafer re: Batch Usage Tracking and Over Reporting
TR-BROOKS065056-TR-BROOKS065058
Corporate CLEAR Growth Strategy
TR-BROOKS066326-TR-BROOKS066350
CLEAR Database Breakdown 202102
TR-BROOKS073513
CLEAR Accurint TLO Comparator 202108
TR-BROOKS078674-TR-BROOKS078698
Thomson Reuters CLEAR Insights – March 2019
TR-BROOKS107599-TR-BROOKS
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 12
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 39 of 83
Program Integrity-FWA FAQs
TR-BROOKS114745
U.S. Public Records Metrics
TR-BROOKS129381
Email from Britton Wolf re: Corporate uses for CLEAR
TR-BROOKS174416-TR-BROOKS174418
Email from Britton Wolf re:
TR-BROOKS176757-TR-BROOKS176764
2022 U.S. Public Records Estimates
TR-BROOKS020399
Matthew J. Barrett and David R. Herwitz, Foundation Press, University Casebook Series, all editions
since 2001, including the sixth edition (2021).
Am. Master Lease LLC v. Idanta Partners, Ltd., 225 Cal. App. 4th 1451 (2014)
Uzyel v. Kadisha, 188 Cal. App. 4th 866 (2010)
Cost Accounting A Managerial Emphasis, Horngren et al. Twelfth edition, Pearson Prentice
Hall. Chapter 11, “Decision Making and Relevant Information.”
See Jackson, Daniel L. L. and American Institute of Certified Public Accountants. Business Valuation
and Forensic & Litigation Services Section, "Calculating Intellectual Property Infringement Damages;
AICPA practice aid series 06-1" (2006). Guides, Handbooks and Manuals.
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 13
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 40 of 83
Pollack, Richard A. and American Institute of Certified Public Accountants. Business Valuation and
Forensic and Litigation Services Section, "Calculating lost profits; Practice aid 06-4" (2006). Guides,
Handbooks and Manuals.
The Law and Theory of Trade Secrecy: A Handbook of Contemporary Research 158 n.18, Katherine J.
Strandburg, Rochelle Cooper Dreyfuss, eds., (2011).
Jens-Uwe Franck & Martin Peitz, “Market Definition and Market Power in the Platform Economy” 85
(2019).
Restatement (Third) of Restitution and Unjust Enrichment § 51 (2011).
Expert Report of Joseph Turow Executed on June 1, 2022
APPENDIX A – BIBLIOGRAPHY OF SOURCES Page | 14
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 41 of 83
APPENDIX B
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 42 of 83
TERRY LLOYD, CPA1, CFA
CURRENT POSITION
Finance Scholars Group, Orinda, California
Managing Director (2009 - present)
Director (2007 - 2009)
EDUCATION AND PROFESSIONAL CERTIFICATIONS
BA, Accounting (magna cum laude), University of Utah, 1981
MBA, Finance, University of Utah, 1982
Certified Public Accountant, State of Utah, 1983
Board of Arbitrators, American Arbitration Association, 1989
Arbitrator/Chair, FINRA (previously National Association of Securities Dealers), 1992
Chartered Financial Analyst (CFA), CFA Institute, 1993
PRACTICE SUMMARY
Terry Lloyd specializes in financial issues and business valuation. In nearly 40 years of practice, he has
valued over 1,000 business entities or assets for a wide variety of purposes including taxation, disputes,
transactions financial reporting (GAAP), option pricing, venture funding, debt financing, and strategic
planning. His work covers companies and assets of all sizes, from multi-billion-dollar international
corporations to mid-sized and early-stage start-up companies. These assignments have covered the
retailing, intellectual property, real estate, entertainment, financial services, agriculture, manufacturing,
pharmaceutical, software, and professional services industries.
He has been retained by law and accounting firms, investors, and corporations. He has also been retained
by the Internal Revenue Service, the Securities and Exchange Commission, and Federal Elections
Commission. He has been retained by UK solicitors for matters under the Inheritance (Provision for
Family and Dependents) Act of 1975. He has also been qualified as an expert in portfolio matters.
Mr. Lloyd has been qualified as an expert in federal, state, bankruptcy, and tax courts, arbitration forums
and the International Arbitration Court on damages and valuation issues. He is an arbitrator for the
American Arbitration Association (AAA), the Financial Industry Regulatory Authority (FINRA), and
under court appointment or at the request of parties for joint retentions.
He has spoken to a wide variety of legal and financial groups including the Practising Law Institute, the
CFA Society of San Francisco, the American Law Institute/American Bar Association, state bar and CPA
societies, the American Institute of CPAs, the Federal Judicial Center, and others. He has also spoken at
many private law and investment banking firms. He has published a number of print, video, and
electronic works on legal and financial topics, including the accountant’s role as neutral.
Mr. Lloyd has guest lectured at the Haas Business School (University of California—Berkeley), the
UCLA, Notre Dame, and Fordham University law schools and Northwestern University Law School’s
Corporate Counsel Institute. He is a Certified Public Accountant (CPA), and a Chartered Financial
Analyst (CFA).
1
FSG is not a CPA firm
Resume of Terry Lloyd Page 1
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 43 of 83
He received a BA in accounting (magna cum laude) and an MBA with an emphasis in finance, both from
the University of Utah. He was previously a managing director with Huron Consulting and was a partner
with BDO Seidman. He speaks Spanish fluently and has been engaged on valuation matters throughout
the Americas, the Caribbean, and Europe. Additional information is available at www.fsgexperts.com.
His case experience includes:
⚫ The valuation of interests in a series of multinational manufacturing and development businesses
with more than a billion dollars of assets for a redemption of shares
⚫ Acting as neutral (on a panel) in the post-closing purchase price claim between a buyer and an insurer
on the calculation of EBITDA in the transaction
⚫ The valuation of interests in a multi-billion dollar privately held grocery chain for transactions,
tax purposes, and GAAP reporting
⚫ Service in more than 100 matters as arbitrator, judicial referee, or court-appointed neutral in
securities, intellectual property, real property, and other disputes (including CA Section 2000)
⚫ Calculating lump sum amounts pursuant to the Inheritance (Provision for Family and Dependents) Act
1975 in the United Kingdom
⚫ The negotiation of a joint rights holder’s share of a technology holding company.
⚫ Structuring agreements between related, cross-border parties for licenses and services.
⚫ The valuation of a carried interests, earn-outs, options, and other equity rights for tax and GAAP
compliance and disputes
⚫ Issued fairness opinions related to the sale of shares in later stage technology companies
⚫ The valuation of partners’ interests as court appointed neutral
⚫ The valuation of multi-party cross licensing agreements for an international manufacturer.
⚫ The valuation of over 500 general and limited partnership interests for tax, transactions, and
disputes
⚫ Accounting and valuation issues for professional sports leagues and franchises
SAMPLE PUBLICATIONS
Helping Clients in Estate Planning, Corporate Dissolutions, and Family Law Using Non-traditional
Assets– Parts I and II, PLI Chronicle, January 2022
Finding Intangibles Treasures in the Coronavirus Rubble, PLI Chronicle, July 2021
Materials on Accounting for Lawyers (contributing author, chapters five and six, on financial language in
legal documents), Foundation Press, University Casebook Series, second, third, fourth, and fifth editions.
“Common Financial Terms and Concepts in Legal Practice,” “Dissecting Your Client’s Profitability,”
Basics of Accounting for Lawyers 2019: What Every Practicing Lawyers Needs to Know, Practising
Law Institute.
“EBITDA in Legal Practice,” Financial Statements column, the American Bankruptcy Institute Journal,
August 2018.
Materials for Treasury’s Proposed Changes to §2704: Estate Planning in 2016 and Beyond, Briefing,
(webinar) Practising Law Institute, November 2016
“Protecting Your Clients under the Changing Rules for Revenue Recognition,” “Dissecting Your Client’s
Profitability,” “Common Finance Concepts and Acronyms Definitions,” “Dissecting Your Client’s
Profitability,” Basics of Accounting for Lawyers 2016: What Every Practicing Lawyers Needs to Know,
Practising Law Institute.
Resume of Terry Lloyd Page 2
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 44 of 83
“Should Brands be on GAAP Balance Sheets?” Basics of Accounting for Lawyers 2014: What Every
Practicing Lawyers Needs to Know, Practising Law Institute.
“Measuring the Fair Value of Illiquid Assets Under GAAP,” Basics of Accounting for Lawyers 2013:
What Every Practicing Lawyers Needs to Know, Practising Law Institute.
“Using Financial Statements in Legal Practice,” University of Connecticut School of Law, University of
Maryland School of Law, the George Washington Law School.
“Applying GAAP’s Fair Value in Legal Practice,” The New York City Bar, November 4, 2011.
“Valuing Artistic and Creative Works,” “Using the Income Statement,” and “Lehman and Repo 105,” in
Basics of Accounting & Finance 2011, Practising Law Institute. Author and editor of various chapters,
1992-2012, including fair value applications (“Navigating the Evolving Standards of Fair Value”) for
securities and contingencies.
“Valuation and Asset Selection in Year-end Wealth Planning,” in Advising Your Client on the Small
Business Jobs Act of 2010, Practising Law Institute, November 2010.
Traps and Treasures in the New Rules for Business Combination Accounting, PLI, June 2009
Fair Value Accounting series of webcasts for the Practising Law Institute, January 2008 to June 2009:
Mark-to-Market Accounting: Protecting Your Client Under the Evolving Guidance, PLI, April 2009;
Mark to Market Accounting: Exaggerating or Mitigating the 2008 Market Crises?, PLI, November
2008; SFAS 159: The New Rules of Fair Value for Assets and Liabilities, PLI, October 2008; New
Rules on “Fair Value” GAAP Accounting, PLI, January 2008
“Licensing Rates and Valuation in Transactions and Disputes,” in Patent & High Technology Licensing
2004 Practicing Law Institute, June 2003 and June 2004.
Security Analysts of San Francisco CFA® Review Course, multiple instructional segments for the CFA
exam preparation series, 1997 to 2007. Topics include discounted cash flow analysis; real estate asset
class investments, private equity investments; financial accounting; valuation techniques, strategic
planning, financial statement analysis, and valuing illiquid and alternative investment interests.
“Damages in Copyright Matters” and “Damages to New Businesses,” in the Litigation Services
Handbook, third edition, John Wiley & Sons.
“Fundamentals of Accounting and Finance,” CD ROM, Practising Law Institute Interactive Division,
January and November 1999.
“Valuing Interests in a Law Firm,” Professional Liability, Defense Research Institute Committee on
Professional Liability, Fall, 1997 (author).
“Lost Profits, California State Society of CPAs,” Second Edition, 1997 (contributing author, damage
calculations).
“Mergers and Acquisitions” (contributing co-author “Analyzing the Antitrust Implications of Horizontal
Mergers”), American Management Association course book, 1997.
SAMPLE PRESENTATIONS AND APPEARANCES
Presenter, “Accounting for Lawyers: The Basics and Beyond” ALI CLE, February 2020, July
2021, January 2022
Presenter, The Right Assets for Estate and Wealth Planning in 2022, Practising Law Institute,
December 2021.
Presenter, “Empty Nesters” Current financial markets and asset allocation, August 2021
Resume of Terry Lloyd Page 3
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 45 of 83
Presenter, Basics of Accounting for Lawyers 2021: What Every Practicing Lawyer Needs to
Know, Practising Law Institute, July 2021.
Presenter, “The Appraiser’s Role as Neutral or Trier of Fact,” NACVA and CIT 2021 Annual
Consultants’ Conference, June 2021; June 2019.
Presenter, “Will Covid 19 Impairments Go Viral?/COVID-19 Valuation Considerations and
an In-Depth Case Study,” 4th Annual TaxForward Conference, October 2020.
Presenter, “Mormons’ Code of Health and Financial Planning” LawEasy, September 2020.
Presenter, “Advisors Should Start with a Discussion About the Family” LawEasy, July 2020.
Presenter, “Will Covid 19 Impairments Go Viral?” Financial Executives International, May 2020.
Presenter, Basics of Accounting for Lawyers 2019: What Every Practicing Lawyer Needs to
Know, Practising Law Institute, July 2019.
Presenter, “Using EBITDA in Legal Practice,” Practising Law Institute, November 2018.
Presenter, “Damages Issues for Arbitrators,” American Arbitration Association, September 2018.
Presenter, “Financial Statements and Damages” and “Insights from the Statement of Cash
Flows,” Basics of Accounting for Lawyers 2018: What Every Practicing Lawyer Needs to
Know, Practising Law Institute, July 2018.
Presenter, “Anatomy of the Balance Sheet” and “Insights from the Statement of Cash Flows,”
Basics of Accounting for Lawyers 2017: What Every Practicing Lawyer Needs to Know,
Practising Law Institute, July 2017.
Speaker, Treasury’s Proposed Changes to §2704: Estate Planning in 2016 and Beyond,
Briefing, (webinar) Practising Law Institute, November 2016
Presenter, “Anatomy of the Balance Sheet” and “Physiology of the Income Statement,” Basics of
Accounting for Lawyers 2016: What Every Practicing Lawyer Needs to Know, Practising Law
Institute, August 2016.
Speaker “Accounting and Finance in Law: Using Common Financial Terms and Concepts in
Legal Practices, American Arbitration Association, March 2016
Presenter, “Using the Income Statement,” Basics of Accounting & Finance 2015, Practising Law
Institute.
Presenter, “Private Equity and Venture Capital in Family Law,” Golub Group, February and June
2015.
Presenter, “Damages Issues for Neutrals: Measuring and Evaluating Financial Claims,”
American Arbitration Association, November 2014.
Speaker, “Measuring the Fair Value of Illiquid Assets Under GAAP,” Basics of Accounting for
Lawyers 2014: What Every Practicing Lawyers Needs to Know, Practising Law Institute, July
2014
Speaker, “The Value of Brands,” Trustegrity, July 2014.
Speaker, “Measuring and Explaining Value in Dispute Settings,” The Congressman Don
Edwards American Inn of Court, San Jose, January 2014
Resume of Terry Lloyd Page 4
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 46 of 83
Speaker, “Preparing for 2012 Year-End in Estate and Gift Valuation,” California Society of
CPAs, FSS Section October 2012 Meeting
Speaker, “Valuation of Closely-Held Assets in Tax Practice,” National Planned Giving Council
Seventh Annual Seminar, Salt Lake City, October 2012.
Speaker, “GAAP’s Fair Value Accounting in Legal Practice,” New York City Bar, November 4,
2011.
Speaker, “Traps and Treasures: Effective Property Transfers Between Related Parties and
Increased IRS Attention,” Fulbright & Jaworski webinar, August 24, 2011.
Participant, “Valuation and Asset Selection in Year-end Wealth Planning,” in Advising Your
Client on the Small Business Jobs Act of 2010, Practising Law Institute, November 2010.
Guest lecturer, “Financial Language in Legal Documents,” Notre Dame School of Law, October
2010.
Speaker, “Navigating the Evolving Standards of Fair Value,” “Valuing Artistic and Creative
Works,” and “Using the Income Statement,” Basics of Accounting & Finance 2010, Practising
Law Institute. Author and editor of various chapters, 1992-2010, including fair value
applications for securities and contingencies.
Speaker, Traps and Treasures in the New Rules for Business Combination Accounting, PLI, June
2009.
Chair and Presenter: Fair Value Accounting series of webcasts for the Practising Law Institute,
January 2008 to June 2012: Mark-to-Market Accounting: Protecting Your Client Under the
Evolving Guidance, PLI, April 2009; Mark to Market Accounting: Exaggerating or Mitigating
the 2008 Market Crises?, PLI, November 2008; SFAS 159: The New Rules of Fair Value for
Assets and Liabilities, PLI, October 2008; New Rules on “Fair Value” GAAP Accounting,
PLI, January 2008
Presenter, Northwestern University School of Law, 44th Annual Corporate Counsel Institute,
“Understanding Financial Statements,” September and December 2005; November 2007
Instructor, CFA Exam Preparation Series, Financial Analysis, Valuation and Real Estate
Securities, Security Analysts of San Francisco, 1997-2007.
Instructor, “The Accountant as Arbitrator,” California Society of CPAs, Litigation Sections
Steering Committee, May 2006.
Guest Lecturer, Fordham University School of Law, Valuation and Appraisal in Commercial
Practice, February 2006.
Instructor, “Damages to New Businesses,” California Society of CPAs, November 2004.
Speaker, “Licensing Rates and Valuation in Transactions and Disputes,” in Patent & High
Technology Licensing 2004 Practicing Law Institute, 2003-2004
Guest lecturer, University of California, Berkeley Business School, Valuation methods and
transactions, April 2001.
Presenter, Valuation Discount Strategies and Appraisal Reports, The 1999 AICPA Conference
on Tax Strategies for the High-Income Individual, April, 1999.
Resume of Terry Lloyd Page 5
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 47 of 83
Presenter, Copyright: Law and Damages, California Society of CPAs, San Francisco chapter,
November, 1998.
Guest speaker, Valuation of Companies: The Practical Aspects and Mergers and Acquisitions,
and Financial Analysis, American Management Association, Chicago, London and San
Francisco, 1994 to present.
Speaker, Lost Profits, California State Society of CPAs, October and December, 1997.
Speaker, Financial Statements in Securities Practice, Securities and Exchange Commission, Los
Angeles office, September, 1997.
Co-Chair and Speaker, Figuring Out the Deal: Placing A Value on the Deal, Practising Law
Institute, San Francisco, February, 1997.
Co-Chair and Speaker, Accounting for Lawyers: Using Financial Data in Your Legal Practice
(satellite broadcast), Practising Law Institute, November 1994-1997; 2006
Panelist, Buying and Selling a Legal Practice, Counsel Connect, interactive on-line program,
September, 1996.
Speaker, Valuing the Closely Held Business, Utah Association of CPAs, September 1996 and
1997, Arizona Society of CPAs, October, 1997.
Panelist, Financial Issues in Business Transactions, San Francisco Bar Association, January
1996.
Speaker, Fraud Symposium, Institute of Internal Auditors, Dublin, CA, January 1995 and
January 1996.
Guest Lecturer, “Forensic Accounting,” Golden Gate University, San Francisco, June 1996 and
May 1995.
Speaker, Financial Statements in the Courtroom, Federal Judicial Center and American Institute
of CPAs, Los Angeles, May 1994.
Discussion Leader, various accounting and finance programs sponsored by Salomon Brothers, E.
F. Hutton, and Paine Webber, New York, 1988-89.
Instructor and program author, various programs, Federal Home Loan Bank Board, 1987-1988
PAST POSITIONS
Huron Consulting Group
Managing Director (2003 - 2006)
BDO Seidman, LLP
Partner (1998 - 2003)
Analysis Group, Inc.
Director (1996 - 1998)
KPMG Peat Marwick
Senior Manager (1994 - 1996)
Ernst & Young
Manager (1986 - 1994)
KPMG Peat Marwick
Staff and Senior Accountant (1982 - 1986)
Resume of Terry Lloyd Page 6
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 48 of 83
SWORN TESTIMONY
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO
Little Bee Group, Inc. v. Miranda Pan, et al. Testimony regarding claimed damages for an alleged breach
of fiduciary duty (May 2022).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO
Studer et al. v. Bresler et al. Testimony regarding value of a residual interest in a parcel of real property
(April 2022).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO
Gregory Shuppe v. David Liberman and Daniil Liberman Testimony regarding value of carried interest in
a venture capital management firm (December 2020, April 2021, November 2021).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SANTA CLARA
Allied Telesis KK v. Micron Technology, Inc. Testimony regarding damages from allegedly defective
SDRAM chips installed in box switches (November 2021).
JAMS ARBITRATION
Levin v. Newman Testimony regarding financial impact of occupancy of real property under a claim for
recission (September 2021).
UNITED STATES BANKRUPTCY NORTHERN DISTRICT OF CALIFORNIA (OAKLAND)
In Re: Specialty’s Café and Bakery, Inc., Debtor Testimony regarding solvency analysis (July 2021).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO
Harold H. Robinson IV, et al. v. Jennifer Johnson, et al. Testimony regarding value waterfall in private
equity ventures (September and October 2019; November 2020; February 2021).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO
Houston Casualty Company v. Cibus US LLC Testimony regarding claim for damages related to
insurance coverage (November 2020).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA
Michael Schneider v. Steven Kay, et al. Testimony regarding the present value of back and front pay
under an employment contract (November 2020).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF NAPA
First American Title Company of Napa v. Larry Frattini, et al. Testimony regarding value of a
professional services firm and damages (January and September 2020).
UNITED STATES DISTRICT COURT, EASTERN DISTRICT OF CALIFORNIA
Patrick Garcia v. Praxair, Inc. Testimony regarding lost compensation (February 2020).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF NAPA
In the Matter of the Dean and Arleen Phillips 2005 Revocable Trust. Testimony regarding lost value to
the estate and portfolio liquidation (December 2019).
UNITED STATES DISTRICT COURT, EASTERN DISTRICT OF CALIFORNIA
West Pacific Electric Company Corporations v. Dragados/Flatiron, et al. Testimony regarding damages
related to a construction delay claim (October 2019).
JAMS ALTERNATIVE DISPUTE RESOLUTION
Omega Electric Supply, LLC, et al. against Estate of Todd G. Lewis, et al. Testimony regarding value of
electric supplier and value of intangible assets (October 2019).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SANTA CLARA
Resume of Terry Lloyd Page 7
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 49 of 83
SAE Materials, Inc. v. Richard J. Maldonado, et al. Testimony regarding damages from loss of assets
(October 2019).
SUPERIOR COURT OF THE STATE OF ARIZONA, COUNTY OF MARICOPA
In re: Swift Transportation Company, Inc. Testimony regarding prejudgment interest (September 2019).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF ALAMEDA
BTHHM Berkeley v. Stewart Johnston, et al. Testimony regarding lost profits and value for a cannabis
dispensary in Berkeley (August 2019).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF ALAMEDA
I E M Group, Inc. v. AEG Management Oakland, LLC. et al. Testimony regarding lost profits for an
entertainer (July 2019).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SACRAMENTO
VSP Labs, Inc. v. Pro Fit Optix, Inc. et al. Testimony on payments under a contract (December 2018).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF MARIN
Western Oaks Village Owners Association, et al. v. Del Mar Pacific Acquisition Corp., et al. Testimony
regarding claimed lost income (October 2018).
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA
Salma Aghmane v. Bank of America Corporation, et al., Testimony regarding claimed lost income
(November 2014 and February 2018).
BEFORE THE AMERICAN ARBITRATION ASSOCIATION
Klauer’s Inc. et al. v. Pick-N-Pull Autodismantlers et al.
Testimony regarding claimed damages and cost allocation among parent and subsidiaries (December 2017).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO
In re: The Beverly Foster Trust, Nancy Russell Petitioner v. Barbara Steel
Testimony regarding the value of an interest in a professional services firm (August 2017)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
Garfield Beach CVS LLC v. RAR2 Villa Marina Center CA, LLC et al.
Testimony regarding common area maintenance charges in a strip mall (May 2017).
UNITED STATE BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND
In re: Council of Unit Owners of the 100 Harborview Drive Condominium
Testimony regarding the fair value of HOA assessments to a secured creditor (February 2017).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO
In re: Marriage of Fischer
Testimony regarding rate of return on a large portfolio (January 2017).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SANTA CLARA
In re: Marriage of Machado
Testimony regarding rate of return on a large portfolio (October and November 2016).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF MARIN
Barnett et al. v. Plastiras et al.
Testimony regarding damages from fraud (August and September 2016).
STATE OF SOUTH DAKOTA, COUNTY OF UNION
Mark Allen Nylen vs. Mary Ellen Nylen
Testimony regarding the value of a porcine peptone processing facility (February and March 2016).
Resume of Terry Lloyd Page 8
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 50 of 83
IN THE MATTER OF ARBITRATION BETWEEN
CSU Fullerton Auxiliary Services Corp vs. Fullerton Lodge building Corporation
Testimony regarding present value of remaining payoff of a 92-year obligation (January 2016).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO
Betsy W. Bliss, et al. v. Yuen T. Gin, et al.
Testimony regarding portfolio performance and market results (January 2016).
UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF CALIFORNIA
Citrus El Dorado, LLC v. Stearns Bank, N.A., et al
Testimony regarding evidence supporting plaintiff’s damages claim (December 2015).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO
Ali Kia Shabahangi and Amir Kia vs. Nader Shabahangi, et al.
Testimony regarding value of an interest in a property management firm and the value of a promote under
various waterfall provisions (August and September 2015).
IN RE: JAMS ARBITRATION
Far Niente et al. vs. Jeremy Nickel et al.
Testimony regarding damages for trade secret misappropriation with a vintner (August 2015).
THE GRAND COURT OF THE CAYMAN ISLANDS, FINANCIAL SERVICES DIVISION
In the Matter of Rhone Holdings, L. P. (Cause No. FSD 119 OF 2015 (IMJ))
Testimony regarding hedge fund management and operations (August 2015).
IN RE: ARBITRATION
Susan Jenkins, Guardian ad Litem vs. Aspen Education Group, Inc. and Cedars Academy
Testimony regarding alter ego factors and damages (June 2015).
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA, SAN JOSE
DIVISION
Robert and Maureen Feduniak v. Old Republic National Title Insurance Company., Testimony regarding
change in value for a parcel of real property under an easement (March and April 2015 and November
2014).
UNITED STATES BANKRUPTCY COURT, NORTHERN DISTRICT OF CALIFORNIA, SAN JOSE
DIVISION
In re: Silicon Genesis Corporation, Debtor, Testimony regarding net present value of income under
patent licenses (April 2015).
MONTANA FOURTH JUDICIAL DISTRICT COUNTY OF MISSOULA
Tidyman’s Management Services, Inc. et al. v. Michael A Davis, et al, Testimony regarding
reasonableness of an ESOP valuation in a stipulated settlement (December 2014 and January 2015).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SANTA CLARA
Ajaxo, Inc. v. E*Trade Group, Inc. et al, Testimony regarding claimed income from trade secrets
(November 2014).
UNITED STATES DISTRICT COURT, DISTRICT OF DELAWARE
Cot ’N Wash, Inc. and Big 3 Packaging, LLC v. Henkel Corporation, Dial Corporation, and Henekl
Consumer Goods, Inc. Testimony regarding damages under patent and brand claims (April 2014).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SANTA BARBARA
Pacific Funding Group, Inc. v Daz Vineyards, et al., Testimony regarding claimed damages (March,
April, and September 2014).
Resume of Terry Lloyd Page 9
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 51 of 83
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA
In re Jack Martin Roth Trust, Testimony regarding portfolio allocation and performance (January and
July 2014).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO
In re the Marriage of Linda Lange and Louis George Lange, III, Testimony regarding expected rates of
return on portfolios (December 2013).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF ALAMEDA
James Wilcox and Azin Hojati Wilcox v. Ramin Hojati, Testimony regarding cash flows to a parcel of real
property (December 2013).
JAMS ARBITRATION
White Oak Holdings, LLC, et al. v. Philip N. Duff, et al., Testimony regarding the valuation of an interest
in a hedge fund and related entities (September 2013).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SANTA CLARA
iTradeNetwork, Inc. v. Emeric McDonald, Testimony regarding damages related to post-closing results
and deferred revenue (May 2013).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO
Wuxi Luoshe Printing and Dyeing Co., Ltd et al v. Anshan Li, et al., Testimony regarding claimed lost
value in ownership in a Chinese manufacturing facility (February and March 2013).
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA
Robin Antonick, vs. Electronic Arts, Inc., Testimony regarding claimed lost royalties for a sports
videogame (December 2012).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO
Brandon Abbey, et al. v. John Sheputis, et al., Testimony regarding the value of a derivate interest under a
waterfall formula (September 2012; November 2012).
UNITED STATES BANKRUPTCY COURT, NORTHERN DISTRICT OF CALIFORNIA, SAN
FRANCISCO DIVISION
In re: Heller Ehrman LLP, Liquidating Debtor, Testimony regarding profitability of matters to a bankrupt
and successor law firm (November 2012).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF MARIN
Caruso’s LLC v. Alexander Enterprises et al., Testimony regarding the lost profits for a closure of the
business (October 2012).
BEFORE THE JUDICIAL ARBITRATION AND MEDIATION SERVICES (SAN FRANCISCO)
Helia LLC, et al. v. Aspen Education Group, et al., Testimony regarding goodwill and pricing under an
EBITDA formula (June 2012).
BEFORE THE FINANCIAL INSTITUTIONAL REGULATORY AUTHORITY
Colflesh v. Merrill Lynch et al., Testimony regarding portfolio allocation (May 2012).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SANTA CLARA
Hamid Najafi, et al. v. Shahriar Almasi, et al. Testimony regarding status of analysis being conducted as
court-appointed expert (September 2011, January 2012)
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA
Recursion Software, Inc. v. Double-Take Software, Inc., Testimony regarding alleged damages under
copyright infringement claim (January 2012)
Resume of Terry Lloyd Page 10
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 52 of 83
BEFORE THE FINANCIAL INSTITUTIONAL REGULATORY AUTHORITY
Cynthia L. Stirling v. Wells Fargo Advisors, LLC and James Firth Dowley, Testimony regarding
difference between actual and alternative portfolios (September 2011)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF TUOLUMNE
California Crane School Incorporated et al. vs. National Commission for Certification of Crane
Operators, et al., Testimony regarding claimed damages (May 2011).
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF NAPA
The John Henry Company vs. Dan Welty, et al., Testimony regarding lost value of intangible assets
(January 2011)
PRIVATE PARTY ARBITRATION
In the Matter of: Sutter’s Place, Inc. dba Bay 101, Testimony regarding value of an interest in a card club
(September 2010)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO
Certain Underwriters at Lloyd’s London vs. E*Trade Group, Inc., Testimony regarding interpretation of
settlement agreement (September 2010)
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA
Mitchell Engineering v. City and County of San Francisco, et al., Testimony regarding damages and lost
business value. (July and September 2010)
UNITED STATES DISTRICT COURT, EASTERN DISTRICT OF NORTH CAROLINA
Silicon Knights, Inc. v. Epic Games, Inc., Testimony regarding value of video games and middleware.
(May 2010)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SANTA CRUZ
Robert Meister, et al. v. Duane Mensiger, et al., Testimony regarding value of specialty software firm and
intangibles. (February and April 2010)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SANTA CLARA
Darius Mostowfi et al. v. i2 Telecom International, Inc., Testimony regarding value of VoIP technology
and dilution of equity interest. (January 2010)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA
Michael Golden, et al. v. Margo International, LLC, et al., Testimony regarding value of an interest in the
firm at various times. (October 2009)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF MARIN
Craig A. Stephens v. KCM Investment Advisors, et al., Testimony regarding claimed loss of income/value
from interest in the firm. (September 2009)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA
Damaschino v. Tracol Limited, Testimony regarding value of intangible assets at various dates. (May and
July 2009)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF FRESNO
Thomas Hinnau v. Kimberlite Corporation, et al., Testimony regarding value of interest in a security
monitoring business. (March and May 2009)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
Meruelo Capital Partners 2, LLC v. Dijji Corp, et al., Testimony regarding mitigation methods and value
of securities bundle. (May 2009)
JUDICIAL ARBITRATION AND MEDIATION SERVICES, SAN FRANCISCO
Resume of Terry Lloyd Page 11
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 53 of 83
Investek Properties Company v. Alta Mesa Wind Partners, Testimony regarding value of an interest in a
wind farm royalty interest. (April 2009)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN BENITO
Michael Miller v. State of California, Testimony regarding lost income and costs. (September 2008, April
2009)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO
In re Matter of the Felix T. Smith, Jr, Trust, Testimony regarding value of certain trust assets. (December
2008)
UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA
Lake Wright Hospitality LLC v. Holiday Hospitality Franchising, Inc. et al., Testimony regarding value
of intangibles and other factors. (October 2008)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO
Blackstone Technology Group v. Andreas Amundin, Testimony regarding value of customer relationship
to a consulting firm. (September 2008)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF MARIN
Volk v. Malasky et al., Testimony regarding the value of intangible assets in a partnership. (June, July,
and August 2008)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO
Ruiz et al. v. California State Automobile Association Inter-Insurance Bureau, et al., Testimony regarding
the interest rates implicit in structured insurance contracts. (July 2008)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA
The Clark Family Cases, Testimony regarding the value of partnership interests. (July 2008)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF ORANGE
In re Marriage of Simon. Testimony regarding the value of various intangible assets (January, April, and
May 2008)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SANTA CLARA
Ajaxo, Inc. v. E*Trade Group, Testimony regarding the financial impact of misappropriated trade secrets.
(September 2002, and March and May 2008)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO
Ronald E. Elijah et al. v. RS Investment Trust et al. Testimony regarding the value of a fund advisory
firm. (February 2008)
UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF CALIFORNIA
Unicom Systems, Inc. v. Farmers Group, Inc., et al., Testimony regarding claimed damages over alleged
infringement of software. (June 2005 and January 2008)
SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUNTY OF MARIN
Chad Callahan v. Caruso’s LLC, Testimony regarding the value of a claimed partnership interest.
(January 2008)
JUDICIAL ARBITRATION AND MEDIATION SERVICES, SAN FRANCISCO
Marguerite Rubel v. Leland, Parachini, Steinberg, Matzger & Melnick, LLP et al., Testimony regarding
value of interests in various assets. (October and November 2007)
SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA
Zazang Enterprise, Inc. v. Hyong Ung Kim, et al., Testimony regarding value of intangibles in a
transaction. (April, September, October 2007)
Resume of Terry Lloyd Page 12
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 54 of 83
UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF WASHINGTON AT
TACOMA
Deborah J. Dodson v. Morgan Stanley DW, Inc., Testimony regarding claimed damages. (September
2007)
UNITED STATES BANKRUPTCY COURT, CENTRAL DISTRICT OF CALIFORNIA, NORTHERN
DIVISION
In Re: Dwain E. Morse, Debtor, Testimony regarding the value of certain patent property rights. (July and
September 2007)
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA
Robert Creager v. Masuo Yoshimoto, et al., Testimony regarding definition and value of carried interests.
(August 2007)
SUPERIOR COURT OF CALIFORNIA COUNTY OF SAN MATEO
QMECT, Inc. et al. v. Robert D. Judson, Jr., et al., Testimony regarding the valuation of a leveraged
manufacturing concern. (July 2007)
AMERICAN ARBITRATION ASSOCIATION
Stephen J. Ross v. U. S. Technology Resources, LLC, Testimony regarding the value of an interest in an
off shore IT consultancy. (June 2007)
SUPERIOR COURT OF CALIFORNIA COUNTY OF SAN MATEO
Marjorie Mee Ahn v. Carolina Carmela Fernandez, et al., Testimony regarding valuation of business and
damage calculation. (May and June 2007)
CIRCUIT COURT OF FAIRFAX COUNTY, VIRGINIA
John H. Hawthorne v. Stonebridge Title, LLC, et al., Testimony regarding valuation of business and
damage calculation. (April 2007)
BEFORE THE AMERICAN ARBITRATION ASSOCIATION
Scott Wu v. Richard Garman, et al., Testimony regarding lost value in venture capital interests. (January
and February 2007)
JUDICIAL ARBITRATION AND MEDIATION SERVICES, NEW YORK
Jefferies & Company, Inc. v. ePrize LLC, Testimony regarding features of a recapitalization transaction.
(January 2007)
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA
Sunnyside Development LLC v. Opsys, Limited, Testimony regarding defendant’s financial condition and
key transactions analysis. (January 2007)
UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF CALIFORNIA
San Diego Unified Port District v. TDY Industries, et al., Testimony regarding plaintiff’s claimed
damages. (January 2007)
COMMONWEALTH OF MASSACHUSETTS, MIDDLESEX, SS
Fontanills v. Fontanills, Testimony regarding value of FLEX® options in a concentrated portfolio.
(October 2006)
NATIONAL ASSOCIATION OF SECURITIES DEALERS
Banc of America Investment Services, Inc. v. Richard Ina et al., Testimony regarding damages claims.
(September 2006)
NATIONAL ASSOCIATION OF SECURITIES DEALERS
Michael Grable et al. v. Bank of America, Testimony regarding damages claims. (September 2006)
SUPERIOR COURT OF CALIFORNIA COUNTY OF SANTA CLARA
Resume of Terry Lloyd Page 13
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 55 of 83
John Wiley v. InterTrust Technologies Corporation, Testimony regarding damages claims and valuation
of restricted shares. (July 2006)
NATIONAL ASSOCIATION OF SECURITIES DEALERS
BPM Insurance Services, LLC et al. v. Vladimir Belinsky, et al., Testimony regarding damages claims and
value of assets. (June 2006)
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA
Raymond Reudy Kevin Hicks dba Advertising Display Systems v. Clear Channel Outdoors, Inc.,
Testimony regarding economic impact of alleged illegal signs. (May 2006 and June 2005)
INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION
Daniel Abitbol v. TradingScreen, Inc. et al., Testimony regarding claimed value of founders’ stock in a
start-up business. (April 2006)
JAMS ARBITRATION (before Hon. William L. Bettinelli (Ret.)
San Francisco State University Foundation, Inc. v. Catellus Residential Construction, Inc. et al.,
Testimony regarding claimed damages. (April 2006)
AMERICAN ARBITRATION ASSOCIATION (before Susan Nycum)
Xpediate Consulting, LLC v Stericycle, Testimony regarding claimed damages for a niche software
product. (November 2005 and January 2006)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN MATEO
David Batista v. Zone Labs LLC and Check Point Technologies Software, Testimony regarding claimed
damages including trade secrets and other intangibles. (October 2005)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF FRESNO
Tamsen Munger Gallery & Custom Framing v. Mike Vukajlovic, Testimony regarding claimed damages
for an alleged breach of contract. (October 2005)
COMMONWEALTH OF MASSACHUSSETS, SUFFOLK COUNTY SUPERIOR COURT
Winchester Gables, Inc. v. Host Marriott Corp. et al., Testimony regarding internal rate of return
calculation on an investment in real property. (August 2005)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SACRAMENTO
Frans Roodenburg, et al. v. Pavestone Company, L. P. et al., Testimony regarding post closing
adjustments to the purchase of a business. (July 2005)
BEFORE THE PACIFIC EXCHANGE
Sherine Elzarka, et al. v. A. G. Edwards & Sons, Inc., et al., Testimony regarding impact of exercise-and-
hold strategy in a concentrated position. (April 2005)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA
Rigel Partners I, LLC v. Scott Epstein et al., Testimony regarding value of private equity fund position.
(April 2005)
IN THE MATTER OF THE ARBITRATION BETWEEN (American Arbitration Association)
Edwin F. Leach II and Mellon Trust of New England, N. A. et al., Testimony regarding value of closely
held company under various premises. (March 2005)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA
Helix Benefit Solutions, Inc. v. Chryscapital II, LLC et al., Testimony regarding financial projections and
economics of a proposed venture. (January 2005).
IN THE MATTER OF THE ARBITRATION BETWEEN:
Resume of Terry Lloyd Page 14
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 56 of 83
The Canada Life Insurance Company and The Guardian Life Insurance Company of America. Testimony
regarding the impact of alleged breach of reinsurance agreement on financial instruments. (December
2004)
FOURTH DISTRICT COURT, UTAH COUNTY, STATE OF UTAH
Headwaters Incorporated v. AJG Financial Services, Testimony regarding valuation of licensing and
components of technology value. (October 2004 and February 2005)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF ALAMEDA
Bar-K v. First American Title, Testimony regarding alleged damages for breach of contract. (October
2004, January 2005)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN FRANCISCO
1601 McCarthy Boulevard v. GMAC. Testimony regarding material adverse change analysis on debt
service ability. (October and December 2004, January 2005)
PRIVATE PARTY ARBITRATION (BOSTON, MA)
One Congress Street LLC v. Central Parking, Testimony regarding the fair market value of a long-term
lease of the Government Center parking garage, Boston. (October 2004)
PRIVATE PARTY ARBITRATION
Bluestone Investments v. North Bay Drywall, et al., Testimony regarding claimed lost profits due to
construction defects. (August 2004)
NASD ARBITRATION
Jerry Kramer et al. v. First Security Van Kasper, Inc., Testimony regarding, market conditions, portfolio
analysis, and risk profiles. (July and September 2004)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF CONTRA COSTA
Brickyard Landing Phase IV Associates LLC v. Lennar California Partners, Inc., Testimony regarding
financial viability of development and borrower’s ability to meet cash flow requirements. (June 2004)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF ALAMEDA
Associated Third Party Administrators v. The Trizetto Group, Inc. et al., Testimony regarding
compensatory and punitive damage claims. (June, October, November 2004)
PRIVATE ARBITRATION
Joe Burris Ritchey v. Continental Insurance Company, Testimony regarding impact on real property
portfolio of alleged acts. (May 2004)
UNITED STATES TAX COURT
Garwood Irrigation Company v. Commissioner of Internal Revenue (Docket no. 1459-03), Testimony
regarding value of water rights. (December 2003)
PRIVATE ARBITRATION (AAA)
Adelbert Bernardi. v. Robert Major, Testimony regarding accounting for a partnership. (September 2003)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN FRANCISCO
Jeffrey B. Harrison et al. v. Frank Inglis, et al., Testimony regarding accounting issues and value of
encryption software. (July 2003)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF ALAMEDA, EASTERN DIVISION
The DeSilva Group LLC v. Aziz Valliani, et al., Testimony regarding damages claimed by real estate
developer for alleged breach of real property option agreement. (April 2003)
NASD ARBITRATION
Clark v. E*Trade, Testimony regarding calculation of claimed losses and portfolio analysis. (April 2003)
PRIVATE ARBITRATION
Resume of Terry Lloyd Page 15
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 57 of 83
Cynthia Malek. v. 24 Hour Fitness et al., Testimony regarding financial condition (March 2003)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF MARIN
Phillip K. Brown vs. Diedre Burke, DDS, et al., Testimony regarding lost income (February and May
2003)
INTERNATIONAL ARBIRTRATION COURT
Consorcio G Grupo Dina, S.A. de C.V. and Dina Camiones, S.A. de C.V. v. Western Star Trucks US Inc.
and Western Star Trucks Holdings Ltd. Testimony regarding damages and value of goodwill. (October
2002)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN FRANCISCO
Athena Chan and Phoebe Chan v. Cecelia Chao, et al. Testimony regarding damages under alleged
breached contract. (August and September 2002)
UNITED STATES DISTRICT COURT, NORTHERN DISTRICK OF CALIFORNIA
Laboratory Skin Care v Morrison & Foerster, et al. Testimony regarding loss of patent rights in a foreign
market (April 2002)
NATIONAL ASSOCIATION OF SECURITIES DEALERS
Richard Kramer v. Merrill Lynch, et al. Testimony regarding damages and tax impact of a straddle
(March 2002)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
American Reprographics Company, LLC v. ABC Imaging, LLC, et al. Testimony regarding calculations
of damages alleged under theft of trade secrets (March 2002)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN FRANCISCO
David M. Perry v. Mellon Bank Corporation, et al. Testimony regarding calculations of damages
(October 2001)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF CONTRA COSTA
Albert D. Seeno Construction Company v. Century Indemnity Company, et al. Testimony regarding
claims and documentation for multi-development insurance claims (May, June and July 2001)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN MATEO
Casey Logwood v. William F. Garlock et al. Testimony regarding alter ego issues and documentation of
transactions (June 2001)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA
Abraham Ma v. Judy Liu Testimony regarding value of closely-held technology firm (March and May
2001)
AMERICAN ARBITRATION ASSOCIATION
Sturla, Inc. v. Pergo, Inc. Testimony regarding damages (May 2001)
AMERICAN ARBITRATION ASSOCIATION
Dickinson California Arizona Associates, Ltd. v. The Marks Group, Inc. et al. Testimony regarding
owner’s interest in a cable television operator (June and July 2000, April 2001)
UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF UTAH
James Young, et al. v. Delta Airlines, Inc., et al. Testimony regarding plaintiffs’ claims for damages
(November 2000)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF ALAMEDA
Marlena Palacio et al. v. Longs Drug Store Corporation. Testimony regarding defendant’s financial
condition and punitive damages (July 2000 and June 2001)
SAN FRANCISCO PORT COMMISSION
Resume of Terry Lloyd Page 16
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 58 of 83
Hearings on Development of Pier 45. Appearance regarding financial aspects of proposals, including
project viability and the financial impact on surrounding areas (June and July 2000)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA
Berg & Berg Industrial Developers, et al. v. Charles Schwab & Company, Inc. et al. Testimony regarding
claimed damages by a commercial developer (March 2000)
UNITED STATES DISTRICT COURT, CENTRAL DISTICT OF CALIFORNIA
United States of America, People of the State of California et al. v. J. B. Stringfellow, Jr., et al. Testimony
regarding cost sharing among parties (January 2000)
AMERICAN ARBITRATION ASSOCIATION
Rick Intile, et al. v. Bugle Boy Industries, et al. Testimony regarding damage claims (November 1999 and
June 2000)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF KERN
Pacific States Environmental Contractors, Inc., et al. v. North American Chemical Company, et al.
Testimony regarding damage claims (October 1999 and February 2000)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA
Zavalney, et al. v. Wilson, Sonsini, Goodrich & Rosati, et al. Testimony regarding the value of warrants
(October 1999)
SUPERIOR COURT OF CALIFORNIA, CITY AND COUNTY OF SAN FRANCISCO
Karen Staschower v. Hal E. Forbes. Testimony regarding valuation practices and calculations in estate
planning matter (May 1999)
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA
The Permaculture Institute, Inc., et al. v. David Blume et al. Testimony regarding analysis of records
(May 1999)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
Brenda Perez v. Tutor-Saliba, et al. Testimony regarding compensatory and punitive damages claims
(April and August 1999)
SUPERIOR COURT OF CALIFORNIA, CITY AND COUNTY OF SAN FRANCISCO
Daniel Ursitti v. Research Holdings, Ltd. Testimony regarding net worth of defendant related to punitive
damages (February 1999)
AMERICAN ARBIRTRATION ASSOCIATION
1601 Pacific Avenue LLC v. William Rapaglia. Testimony regarding value of member interest in a San
Francisco real property residential development (January 1999)
SUPERIOR COURT OF CALIFORNIA, CITY AND COUNTY OF SAN FRANCISCO
Walid Z. Masoud v. Loraine Llewellyn, et al. Testimony regarding plaintiff’s damages claim and business
valuation (July and August 1998)
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA
Sundby Computer Services, Inc. v. Metrix Customer Support Systems, Inc. et al. Testimony regarding
plaintiff’s damages under alleged copyright infringement (April 1998)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SONOMA
Ampro Financial Partners, L. P. v. Michael Fish, et al. Testimony regarding prospective financial
statements, work of outside accountant and financial condition of borrower (February 1998)
Resume of Terry Lloyd Page 17
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 59 of 83
SUPERIOR COURT OF CALIFORNIA, COUNTY OF ALAMEDA
Peter J. Coscarart et al. v. Major League Baseball, et al. Testimony regarding royalty and accounting
issues related to a joint licensing program between a class of former players and Major League Baseball
Properties (November 1997)
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA
Dianna Ibarra v. Rheodyne Incorporated, et al. Testimony regarding damages under alleged wrongful
discharge (August 1997)
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA
Bill Woltz v. Copart, Inc. et al. Testimony regarding damages under alleged copyright infringement of
industry-specific software (August 1997)
UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF UTAH
Western Video, Inc. v. Safeway, Inc. Testimony regarding calculation of damages, appropriate damage
methods and alternative calculations (May 1997)
SUPERIOR COURT OF CALIFORNIA, CITY AND COUNTY OF SAN FRANCISCO
Julio Gutierrez et al. v. Emilio O. Porta et al. Testimony regarding service as court-appointed arbitrator
and damage findings (December 1996)
UNITED STATES TAX COURT, HOUSTON, TEXAS
Wilhemina C. Robertson v. Commissioner et al. Testimony regarding the value of the minority interest in
a closely held partnership (November 1996)
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA
Fredette, et al. v. Laserform, Inc. Testimony regarding lost profits calculation by a plaintiff
distributorship of specialty wood products under an exclusive distribution agreement (December 1994)
UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA
Westmark Systems, Inc. et al. v. F. Wayne Catlett, et al. Testimony regarding alter ego analysis of plaintiff
parties (June 1994)
SUPERIOR COURT OF THE DISTRICT OF COLUMBIA, WASHINGTON, D.C.
Vernell M. Sutherland v. Arthur Young. Testimony regarding the reliability of plaintiff’s financial results
during the alleged damage period (November 1988)
UNITED STATES BANKRUPTCY COURT, DISTRICT OF UTAH, SALT LAKE CITY
In re Conant Associates, Debtor in Possession. Testimony related to accounting practices of the debtor
and the quality of financial reports submitted to lender (February 1987)
OTHER
Volunteer/Speaking Partner, Pathways ESL Program 2018-2019
Panelist/Subject Matter Expert, Utah CPA Exam Law and Rules, 2017-2019
Board Member, Beehive Honor Society, University of Utah, 2014-2017.
Merit Badge Counselor, Boy Scouts of America, 2010-present.
Treasurer, Woodlands Swim Team, 2004-2012.
CONTACT INFORMATION
Terry Lloyd Phone: 415.298.4300
Managing Director Email: tlloyd@finsch.com
May 2022
Resume of Terry Lloyd Page 18
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 60 of 83
Accounting • Economics • Finance
Intellectual Property • Marketing • Valuation
California • Illinois • New York • Texas
www.finsch.com
FSG provides consulting and expert witness services related to
complex issues in accounting economics finance intellectual
property marketing and valuation. Our experts include prominent
professors from leading universities and experienced highly-
credentialed staff professionals including CPAs CFAs MBAs and
PhDs.
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 61 of 83
APPENDIX C
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 62 of 83
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 63 of 83
Business Summary May 11, 2022 Corporate information
CORPORATE OVERVIEW. Thomson Reuters is a leading provider of news and information-based tools to Investor contact
professionals, namely legal and tax professionals as well as corporations. Formed when Thomson Corp. G. E. Bisbee (N/A)
acquired Reuters in April 2008, Thomson Reuters Corp. is divided into the following segments/customer
bases: Office
Legal Professionals (43% of 2021 revenue) serves approximately 235,000 customers and all of the top 100 333 Bay Street, Suite 300, Toronto, Ontario, M5H 2R2
American and global law firms, leading TRI to a solid #1 position in the global legal market segment.
Telephone
Competitors include LexisNexis, Wolters Kluwer and Bloomberg BNA.
N/A
Corporates (23%) serves approximately 120,000 customers and is the #1 provider of corporate legal and
corporate tax solutions in the US with all of the Fortune 100 companies using TRI products. Competitors Fax
include Wolters Kluwer, Bloomberg, LexisNexis and MetricStream. N/A
Tax & Accounting Professionals (14%) serves approximately 133,000 customers and is the #1 provider of Website
global tax solutions with all of the top 100 U.S. CPA firms using TRI online tax research. Competitors include www.tr.com
the CCH business of Wolters Kluwer, Intuit professional software, Drake Software, CaseWare, Bloomberg and
Tyler Technologies in government.
Officers
Global Print (9.6%) is a leading provider of information in print relied on by legal and tax professionals, Chief Operations & Chief Legal Officer &
governments, law schools and corporations. The global print market continues to remain in secular decline Technology Officer Company Secretary
with revenues declining from $814 million in 2016 to $609 million in 2021. However, given the size of the K. Roth T. S. Kim
revenue and stable adjusted EBITDA margins of 44%, it still remains a profitable business for TRI.
Reuters News (11%) is the world’s largest international multimedia news provider. Founded 167 years ago President, CEO & Director Chief Accounting Officer,
and leveraging more than 2,500 journalists around the world, it delivers business, financial, national and S. J. Hasker Senior VP & Controller
international news to professionals through desktop terminals, media organizations and directly through L. J. Walker
Chairman of the Board
reuters.com and Reuters TV. D. R. Thomson President, CEO & Director
Because of the subscription structure of most of its products, approximately 80% of all revenue is recurring S. J. Hasker
(legal is over 90% recurring itself), 10% is transaction based and 10% is print. In 2021, approximately 79% Chief Financial Officer
of revenue was derived from the U.S., 6% from other Americas, 11% of EMEA and 4% from Asia Pacific. M. Eastwood Chief Operations &
Technology Officer
CORPORATE STRATEGY. TRI has the #1 market share in each of its business lines, which we think it can
K. Roth
maintain given the nature of its products that are integrated into the daily workflow of its customers who
have also come to trust TRI’s reputation and brand for information. This is evident in its high customer
retention and renewal rates and leads to high recurring revenue and increased pricing power. Board Members
Unfortunately, being #1 in market share makes it more difficult to achieve organic growth in an industry B. Salzberg M. E. Daniels
that only grows at low-to-mid single digits. TRI is attempting to accelerate its business above industry D. R. Thomson P. J. Thomson
growth rates through up-selling and cross-selling, new customer acquisitions and retention, and D. W. Binet S. J. Hasker
commercial levers.
D. W. Oppenheimer S. Paris
IMPACT OF MAJOR DEVELOPMENTS. In October 2018, TRI sold a 55% interest in its former Financial & Risk
(F&R) business to private equity funds managed by Blackstone for approximately $17 billion and retained a K. E. Arnold V. K. Opperman
45% interest in the new company, now known as Refinitiv. TRI returned approximately $10 billion of the K. Koenigsbauer W. E. Clark
proceeds to shareholders and repaid approximately $4 billion of debt, with another $2 billion earmarked to K. M. Rivera W. von Schimmelmann
fund acquisitions and boost growth. The remaining $1 billion will be used for cash taxes, pension
contributions, bond redemption costs and other fees. L. H. Council
On August 1, 2019, TRI announced Refinitiv would be sold to the London Stock Exchange Group (LSEG) in an
all share transaction for a total enterprise value of $27 billion, with TRI expected to receive LSE Group shares Domicile Auditor
(valued at approximately $6.7 billion or $13 per TRI share). The sale closed in late January 2021, resulting in Canada PricewaterhouseCoopers
the Blackstone’s consortium and Thomson Reuters collectively holding a combined 30% economic interest LLP
in LSEG, and 22% of its voting interest. The sale comes with a lock-up period to January 29, 2023, and Founded
sellers can only sell a third of their LSEG shares in the third and fourth year following the close of the sale, 1851
although TRI can sell some of its LSEG shares to fulfil its tax liabilities on the LSEG transaction. Employees
CORPORATE GOVERNANCE. As of August, 2019, approximately 66% of the common shares are held by 24,400
Woodbridge, the Thomson family holding company. So long as Woodbridge maintains controlling interest it
will be able to approve matters submitted to a majority vote without the consent of other shareholders. Stockholders
N/A
FINANCIAL TRENDS. TRI was repositioning itself to accelerate organic growth to 4.0%-4.5% in 2020, but was
negatively impacted by the pandemic. The company reported sales of $5.98 billion in 2020, an increase of
1.3% relative to 2019, where sales grew 7.4% on a year-on-year basis. TRI’s business recovered in 2021,
when it reported revenues of $6.35B, up 6.1% from the prior year.
In February 2021, TRI announced a two-year Change Program to transition from a holding company to an
operating company, shifting its mission as a content provider to a content-driven technology company. The
program will cost TRI $600M but will drive greater growth and operating efficiencies for the company in the
long term. Costs of this program will impact margins in the interim. TRI estimates that about 50% of the
program costs will be incurred in 2021. In 2021, total adjusted EBITDA margin was 31%, compared to 33%
in the prior year.
TRI has a relatively attractive balance sheet with an average debt maturity of 10 years and no maturities due
until 2023 with an average interest rate of 4.1%. Total debt outstanding is about $4 billion, with
approximately $700 million in cash on hand and net debt-to-adjusted EBITDA ratio of 1.5x. TRI’s credit
rating was downgraded on October 2018 to BBB (from BBB+) with a stable outlook from S&P. The company
has made efforts to actively lower its leverage ratio over time.
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 64 of 83
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 65 of 83
Sub-Industry Outlook Industry Performance
Our 12-month fundamental outlook for the huge turnaround from the outlook that we had GICS Sector: Industrials
research & consulting services (RCS) sub-industry at the end of last year. Crude oil prices have Sub-Industry: Research and Consulting Services
continues to be neutral, albeit less positive overall jumped since the start of the war, driving Based on S&P 1500 Indexes
since our last update, with uneven pockets of profitability upwards for those in the industry. Five-Year market price performance through May 28, 2022
winners and losers. The market environment has With the war likely to extend weeks and
changed considerably this past quarter. In the potentially months into 2022, RCS companies
spotlight is Russia’s invasion of Ukraine in late that support the oil and gas industry, as well as
February, which has triggered repercussions metals and mining, with data analytics
geopolitically and economically. More hawkish products and consulting services will be able to
comments from the Federal Reserve in early April, see stronger revenue performance in the short
and continued inflationary pressures are likely to term arising from higher profit margins in
weigh on earnings for the rest of the year. those industries, even as we note that longer
The Fed signaled its intention to tighten its term trends favoring stricter climate regulation
monetary policy further at a Federal Reserve and pro-renewables policies continue to gain
conference in early April, which is likely to mean ground.
raising interest rates and reducing its balance The U.S. government budget committee
sheet at a quicker pace. Bond yields have moved concluded another year of funding
higher, with the 10-year yield exceeding 2.8% in appropriations for government operations in
trading sessions, up significantly from starting the mid-March 2022, providing about $782B to the
year at 1.5%. A fast-rising interest rate U.S. DoD for defense-related activities (up
environment is generally not beneficial for $42B from FY 21) and $730B for non-defense
businesses with higher capital requirements and accounts (up $46B) for the government’s FY
plans to refinance in the near-term. Mortgage 22 year. RCS firms that offer technology
rates have also climbed rapidly over the last two solutions and engineering and analytics
months, and coupled with low housing inventory, services to the U.S. government can now see
we believe these factors will weaken homebuying improved momentum in task order completion,
sentiment as affordability drops. RCS companies which had stalled during the extended
with businesses tied to credit data and analysis for Continuing Resolution process. The
personal, home, auto, and commercial loans are government also approved a $13.6B bill for
expected to experience slower service demand as Ukraine, and it is possible that as the war
borrowing and buying activity tapers off in the wages on, ad-hoc appropriations to support
months ahead from a combination of rate hikes Ukraine through defense and intelligence
and inflation. programs could be approved. NOTE: A sector chart appears when the sub-industry does not have
sufficient historical index data.
A number of RCS firms are providers of data and / Janice Quek
All Sector & Sub-Industry information is based on the Global Industry
analytical insights for insurers, and we may see
Classification Standard (GICS).
mixed performance within this group. Property
Past performance is not an indication of future performance and should
and casualty (P&C) companies could see sales not be relied upon as such.
affected from lower volume demand for new home Source: CFRA, S&P Global Market Intelligence
insurance due to the impact of a weaker mortgage
environment, while insurers of other areas, such
as cyber insurance and political risk coverage, may
seek out more data analytics services in the wake
of higher risks associated with the Russia-Ukraine
conflict.
Energy and commodity firms will fare better – a
Sub-Industry: Research and Consulting Services Peer Group*: Research and Consulting Services
Recent 30-Day 1-Year Fair Return
Stock Stock Stk. Mkt. Price Price P/E Value Yield on Equity LTD to
Peer Group Symbol Exchange Currency Price Cap. (M) Chg. (%) Chg. (%) Ratio Calc. (%) (%) Cap (%)
Thomson Reuters Corporation TRI NYSE USD 97.30 47,145.0 -3.3 0.4 29.0 N/A 1.8 11.4 20.3
Booz Allen Hamilton Holding Corporation BAH NYSE USD 86.45 11,427.0 0.8 0.9 25.0 52.63 2.0 44.1 65.8
Clarivate Plc CLVT NYSE USD 14.00 9,416.0 -8.8 -52.6 NM N/A N/A -1.4 31.3
CoStar Group, Inc. CSGP NasdaqGS USD 59.37 23,524.0 -1.0 -30.2 76.0 36.68 N/A 5.5 14.3
Equifax Inc. EFX NYSE USD 202.23 24,740.0 -2.6 -13.3 33.0 162.21 0.8 21.3 46.3
Jacobs Engineering Group Inc. J NYSE USD 137.89 17,736.0 0.0 -1.8 48.0 N/A 0.7 7.6 29.4
Leidos Holdings, Inc. LDOS NYSE USD 103.63 14,162.0 -2.8 1.0 20.0 93.29 1.4 18.3 47.1
Nielsen Holdings plc NLSN NYSE USD 25.69 9,243.0 -2.4 -5.2 17.0 23.82 0.9 16.6 59.1
RELX PLC RELX NYSE USD 28.72 54,811.0 -4.7 8.2 30.0 N/A 2.4 55.2 61.7
TransUnion TRU NYSE USD 85.31 16,414.0 -5.1 -20.7 57.0 N/A 0.4 8.8 57.0
Verisk Analytics, Inc. VRSK NasdaqGS USD 173.71 27,429.0 -16.6 0.4 28.0 125.90 0.7 36.9 35.5
*For Peer Groups with more than 10 companies or stocks, selection of issues is based on market capitalization.
NA-Not Available; NM-Not Meaningful.
Note: Peers are selected based on Global Industry Classification Standards and market capitalization. The peer group list includes companies with similar characteristics, but may not include all the companies within the same
industry and/or that engage in the same line of business.
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 66 of 83
Analyst Research Notes and other Company News
May 04, 2022 Chris Kuiper, CFA
05:08 PM ET... CFRA Maintains Hold Rating on Shares of Thomson Reuters
Corporation (TRI 97.57***): May 04, 2021
We trim our 12-month target price to $110 from $116 on a P/S of 8x, a premium to 02:58 PM ET... CFRA Raises Opinion on Shares of Thomson Reuters Corporation to
its peer group average on the strength of its business, using our 2022 sales Buy from Hold (TRI 96.64****):
estimate of $6.7B. We increase our 2022 EPS view to $2.42 from $2.37 and our We raise our target price by $10 to $105 per share, equal to 45.0x our 2021 EPS
2023 EPS forecast to $3.47 from $3.14. TRI reported revenue of $1.67B for Q1, estimate plus $15 for the LSEG shares TRI owns. We note this is above the peer
above consensus by $10M, and non-GAAP EPS of $0.66, a beat of $0.05. Sales average of 31.1x, which we attribute to TRI’s plan to become more of a technology
climbed 6% Y/Y, accelerating from 4% in the prior year, benefitting from an almost company with lower capital expenditure requirements. We were previously skeptical
one percentage point increase from non-recurring transactional revenue. Excluding on TRI’s transformation, but with good results in Q1, we think TRI could exceed
this benefit, TRI saw strength from its “Big 3” segments, which contributed to a current expectations as margins are expanding nicely. While top-line growth will still
healthy 6% organic growth of the business. The company is seeing rising adoption be difficult, we note TRI’s valuation is much less sensitive to top-line growth and
for its Legal and Corporate software products, while international expansion is more sensitive to margins, which will have a much larger impact on TRI’s improving
driving growth momentum in Tax and Accounting. Cost savings from its Change return on invested capital. We raise our 2021 and 2022 EPS estimates by $0.05
Program and revenue performance resulted in adjusted EBITDA margin expansion each to $2.00 and $2.21, respectively. TRI reported Q1 adjusted EPS of $0.58 vs.
(+50bps) this quarter, and we expect this to rise as the year progresses. / Janice $0.48, $0.16 above consensus on revenue that was up 3.9% Y/Y and 1.4% above
Quek expectations. Total organic revenue was up 3% driven by the “big 3” segments up
5%; adjusted EBITDA margins rose 370 bps to 35.3%. / Chris Kuiper, CFA
February 08, 2022
05:00 PM ET... CFRA Maintains Hold opinion on shares of Thomson Reuters February 23, 2021
Corporation (TRI 103.16***): 03:51 PM ET... CFRA Maintains Hold Opinion on Shares of Thomson Reuters
We trim our 12-month target price to $116 from $122, on a P/S of 8.5x, a premium Corporation (TRI 89.73***):
to its peer group average on the strength of its business, using our 2022 sales We raise our target price by $13 to $95 per share, equal to 36.9x our 2021 EPS
estimate of $6.65B. We increase our 2022 EPS view to $2.37 from $2.35, and start estimate plus $23 for the LSEG shares TRI owns. We note this is above the peer
2023 EPS at $3.14. TRI reported revenue of $1.71B for Q4, above consensus by average of 27.0x, which we attribute to TRI’s plan to become more of a technology
$40M, and non-GAAP EPS of $0.43, a miss of $0.03. The company finished the year company with lower capital expenditure requirements and a focus on streamlined
well, accelerating sales growth to 6% (vs 1.3% in the prior year), led by strength and standardized products that will allow for more cost reductions. However, while
from its “Big 3” categories and Reuters News. While there is risk that TRI’s top line we think this is possible, we believe TRI will find this more difficult to achieve than
could weaken as it leaves a year of easy comps, we think that tailwinds from digital anticipated given our observations of others companies attempting the same pivot,
transformation and growing enterprise interest to leverage software for corporate and we are skeptical TRI will be able to meaningfully accelerate top-line growth. We
workflows have been broad-based and likely enduring to sustain demand for TRI’s therefore remain neutral on shares. We maintain our 2021 and 2022 EPS estimates
offerings in the medium term. In this regard, we expect mid-single digit growth in at $1.95 and $2.16, respectively. TRI reported Q4 adjusted EPS of $0.54 vs. $0.37,
2022. TRI is also in the final year of its Change Program, where we can expect $0.08 above consensus on revenue that was up 2.1% Y/Y but in-line with
meaningful cost savings and efficiency gains. / Janice Quek expectations. Total organic revenue was up 2% driven by the “big 3” segments up
5% and partially offset by News and Global Print. / Chris Kuiper, CFA
November 03, 2021
12:20 AM ET... CFRA Lowers Opinion on Shares of Thomson Reuters Corporation to November 03, 2020
Hold from Buy (TRI 118.00***): 12:56 PM ET... CFRA Maintains Hold Opinion on Shares of Thomson Reuters
We raise our 12-month target by $2 to $122, on a P/S of 9.2x, unchanged from its Corporation (TRI 79.02***):
current multiple and a slight premium to its peer group, using our 2022 revenue We raise our target price by $5 to $82, equal to 32.8x our 2021 EPS estimate plus
estimate of $6,584M. We increase our 2021 EPS to $2.04 from $2.00, and 2022 to $18 per share for Refinitiv. We trim our 2020 EPS estimate by $0.05 to $1.81,
$2.35 from $2.21. TRI reported revenue of $1.53B for Q3, above estimates of $1.5B, maintain our 2021 estimate at $1.95, and start 2022 at $2.16. TRI reported Q3
and EPS of $0.46, a beat of $0.08. While total sales accelerated on a Y/Y basis, adjusted EPS (excludes Refinitiv) of $0.39 vs. $0.27, $0.01 above consensus. Total
driven by organic growth of 6% from its ‘Big 3’ segments, we note an easier revenue growth of 2% was driven by organic growth in all of the “big three”
comparison from the prior year, when TRI was negatively impacted by the pandemic. segments: Legal (up 3% organic), Corporates (up 5%), and Tax & Accounting (up
We forecast TRI’s revenue to grow in the mid-single digits beyond 2021, supported 10%), but was again offset by a 2% decline in Reuters News and a 7% drop in Global
by demand for products in its ‘Big 3’ segment, but offset by competition and weaker Print. TRI executed well on its cost savings, which was one of the main drivers in its
Reuter News and Global Print. Adjusted EBITDA was $458M (30% margin), a decline adjusted EBITDA margin expansion to 34.0% in Q3, up from 24.4% a year ago. We
of 7% Y/Y due to costs from its “Change Program”. Near-term expenses from the applaud TRI’s resilient top-line revenue, which came as a surprise to us given macro
program are expected to yield longer-term net savings of $400M by 2023, which is headwinds. However, we think shares are still pricing in high expectations in terms of
likely to contribute to margin expansion in the future. / Janice Quek revenue margin growth, which while possible is already reflected in current prices;
therefore, we remain neutral. / Chris Kuiper, CFA
August 05, 2021
04:16 PM ET... CFRA Reiterates Buy Opinion on Shares of Thomson Reuters
Corporation (TRI 112.13****):
TRI reported Q2 results that exceeded expectations with EPS of $0.48 vs. $0.44,
$0.05 above consensus on revenue that was up 9% Y/Y and 3% above estimates.
Total expenses came in lower than expected even though adjusted EBITDA margins
declined to 32.7% versus 34.1% a year ago. The lower margins are due to TRI’s
continued “Change Program” costs, whereby TRI is attempting to transform itself
into a higher growth and higher margin technology business. TRI remains on track
with this and we think investors may still be underestimating the margin expansion
ahead after continued investment. The “Big Three” segments posted organic
revenue growth of 7%. TRI also announced a new $1.2 billion share buyback
program, equal to this year’s projected free cash flow. We raise our target price by
$15 to $120 based on our DCF model assuming increasing top-line growth and
moderately expanding margins plus $15 per share for TRI’s LSEG shares. We
maintain our EPS estimates of $2.00 and $2.21 for 2021 and 2022, respectively. /
Note: Research notes reflect CFRA's published opinions and analysis on the stock at the time the note was published. The note reflects the views of the equity analyst as of
the date and time indicated in the note, and may not reflect CFRA's current view on the company.
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 67 of 83
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 68 of 83
Glossary
STARS Abbreviations Used in Equity Research Reports
Since January 1, 1987, CFRA Equity and Fund Research Services, and its CAGR - Compound Annual Growth Rate
predecessor S&P Capital IQ Equity Research has ranked a universe of U.S. CAPEX - Capital Expenditures
common stocks, ADRs (American Depositary Receipts), and ADSs (American CY - Calendar Year
Depositary Shares) based on a given equity's potential for future performance. DCF - Discounted Cash Flow
Similarly, we have ranked Asian and European equities since June 30, 2002. DDM - Dividend Discount Model
Under proprietary STARS (Stock Appreciation Ranking System), equity analysts EBIT - Earnings Before Interest and Taxes
rank equities according to their individual forecast of an equity's future total EBITDA - Earnings Before Interest, Taxes, Depreciation & Amortization
return potential versus the expected total return of a relevant benchmark (e.g., EPS - Earnings Per Share
a regional index (MSCI AC Asia Pacific Index, MSCI AC Europe Index or S&P 500® EV - Enterprise Value
Index)), based on a 12-month time horizon. STARS was designed to help FCF - Free Cash Flow
investors looking to put their investment decisions in perspective. Data used to FFO - Funds From Operations
assist in determining the STARS ranking may be the result of the analyst's own FY - Fiscal Year
models as well as internal proprietary models resulting from dynamic data P/E - Price/Earnings
inputs. P/NAV - Price to Net Asset Value
PEG Ratio - P/E-to-Growth Ratio
S&P Global Market Intelligence's Quality Ranking PV - Present Value
(also known as S&P Capital IQ Earnings & Dividend Rankings) - Growth and R&D - Research & Development
S&P Capital IQ Earnings & Dividend Rankings stability of earnings and dividends ROCE - Return on Capital Employed
are deemed key elements in establishing S&P Global Market Intelligence's ROE Return on Equity
earnings and dividend rankings for common stocks, which are designed to ROI - Return on Investment
capsulize the nature of this record in a single symbol. It should be noted, ROIC - Return on Invested Capital
however, that the process also takes into consideration certain adjustments ROA - Return on Assets
and modifications deemed desirable in establishing such rankings. The final SG&A - Selling, General & Administrative Expenses
score for each stock is measured against a scoring matrix determined by SOTP - Sum-of-The-Parts
analysis of the scores of a large and representative sample of stocks. The range WACC - Weighted Average Cost of Capital
of scores in the array of this sample has been aligned with the following ladder
of rankings: Dividends on American Depository Receipts (ADRs) and American Depository
Shares (ADSs) are net of taxes (paid in the country of origin).
A+ Highest B Below Average
Qualitative Risk Assessment
A High B- Lower
A Above C Lowest
Reflects an equity analyst's view of a given company's operational risk, or the
risk of a firm's ability to continue as an ongoing concern. The Qualitative Risk
B+ Average D In Reorganization
Assessment is a relative ranking to the U.S. STARS universe, and should be
NC Not Ranked reflective of risk factors related to a company's operations, as opposed to risk
and volatility measures associated with share prices. For an ETF this reflects on
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CFRA's earnings per share (EPS) estimates reflect analyst projections of future assigned to holdings of the fund.
EPS from continuing operations, and generally exclude various items that are
viewed as special, non-recurring, or extraordinary. Also, EPS estimates reflect STARS Ranking system and definition:
either forecasts of equity analysts; or, the consensus (average) EPS estimate, ««««« 5-STARS (Strong Buy):
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provider to CFRA. Among the items typically excluded from EPS estimates are by a notable margin over the coming 12 months, with shares rising in price on
asset sale gains; impairment, restructuring or merger-related charges; legal an absolute basis.
and insurance settlements; in process research and development expenses; ««««« 4-STARS (Buy):
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accounting changes; and earnings related to operations that have been over the coming 12 months.
classified by the company as discontinued. The inclusion of some items, such
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««««« 2-STARS (Sell):
12-Month Target Price Total return is expected to underperform the total return of a relevant
The equity analyst's projection of the market price a given security will benchmark over the coming 12 months.
command 12 months hence, based on a combination of intrinsic, relative, and
««««« 1-STAR (Strong Sell):
private market valuation metrics, including Fair Value.
Total return is expected to underperform the total return of a relevant
benchmark by a notable margin over the coming 12 months, with shares falling
in price on an absolute basis.
Relevant benchmarks:
In North America, the relevant benchmark is the S&P 500 Index, in Europe and
in Asia, the relevant benchmarks are the MSCI AC Europe Index and the MSCI AC
Asia Pacific Index, respectively.
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 69 of 83
Stock Report | May 28, 2022 | NYSE Symbol: TRI
Thomson Reuters Corporation
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Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 70 of 83
Stock Report | May 28, 2022 | NYSE Symbol: TRI
Thomson Reuters Corporation
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Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 71 of 83
APPENDIX D
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 72 of 83
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 73 of 83
TRI THOMSON REUTERS CORP
(TORONTO STOCK EXCHANGE)
Key Ratios & Statistics
Financial Strength
12 Mo 12 Mo 12 Mo MRI 3 Year
Financial Strength looks at business risk. The
Dec 18 Dec 19 Dec 20 Average stronger a company is from a financial standpoint,
Quick Ratio 1.66 0.78 1.34 1.49 1.26 the less risky it is. The Quick Ratio compares cash
Current Ratio 1.84 0.95 1.50 1.50 1.43 and short-term investments (investments that could
be converted to cash very quickly) to the financial
LT Debt/Equity 0.35 0.28 0.38 0.40 0.34
liabilities they expect to incur within a year's time.
Total Debt Equity 0.35 0.34 0.38 0.41 0.36
Cu r r e n t Ra t io
The Current Ratio compares year-ahead liabilities
2 14 to cash on hand now plus other inflows (e.g.
1 84 Accounts Receivable) the company is likely to
1 54 realize over that same twelve-month period.
1 25
Current Ratio 1.50
0 95 Total Current Assets 3,975 00
0 65 Total Current Liabilities 2,652 00
1 2 Mo 1 2 Mo 1 2 Mo MRI 3 Ye a r
De c 1 8 De c 1 9 De c 2 0 Av e r a ge
The Long Term Debt/Equity Ratio looks at the
Quick Ratio: Cash plus Short Term Investments plus Accounts Receivable divided by the Total company's capital base. A ratio of 1.00 means the
Current Liabilities for the same period. Current Ratio: Total Current Assets divided by Total Current company's long-term debt and equity are equal. The
Liabilities for the same period. Long Term Debt To Total Equity: Total Long Term Debt divided
by Total Shareholder Equity. Total Debt to Total Equity: Total Debt divided by Total Shareholder
Total Debt/Equity Ratio includes long-term debt
Equity for the same period. and short term debt.
Profitability
12 Mo 12 Mo 12 Mo 3 Year
Dec 18 Dec 19 Dec 20 Average These ratios realize overall profitability, or the
Gross Margin (%) 0.00 0.00 0.00 0.00 bottom line.
Operating Margin (%) 14.18 20.30 32.24 22.24 Gross Margin (%) 0.00 (%)
Net Profit Margin (%) 7.13 36.73 28.29 24.05 Gross Profit 0 00
x 100 x 100
-- -- -- -- Revenue 5,984 00
Interest Coverage
Gross Margin: This value measures the percent of revenue left after paying all direct production Gross Margin shows the amount of revenue left
expenses. It is calculated as Revenue minus the Cost of Goods Sold divided by the Revenue and over after deducting direct costs of producing the
multiplied by 100. Operating Margin: This value measures the percent of revenues remaining after goods or services. Operating Profit and Operating
paying all operating expenses. It is calculated as Operating Income divided by the Total Revenue,
Margin trace the progress revenue down to another
multiplied by 100. Net Profit Margin: Also known as Return on Sales, this value is the Income
After Taxes divided by Total Revenue for the same period and is expressed as a percentage. Interest important level. From gross profit, we now subtract
Coverage: The Operating Income divided by the company's interest obligations. indirect costs, often referred to as overhead e.g.
facilities and salaries associated with headquarters
operations.
Finally, Profit Margin shows you how much of each
revenue dollar is left after all costs, of any kind, are
subtracted. These other costs include such items as
interest on corporate debt and income taxes.
TTM: Trailing Twelve Months; MRQ: Most Recent Quarter; MRI: Most Recent Interim.
Latest fiscal year: 2020; Most recent quarter: 4; Fiscal year end month: December;
All Ratios are calculated for the latest fiscal year end unless otherwise indicated.
Data Source: Reuters Fundamentals 2
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 74 of 83
TRI THOMSON REUTERS CORP
(TORONTO STOCK EXCHANGE)
Key Ratios & Statistics (cont.)
Management Effectiveness (%)
12 Mo 12 Mo 12 Mo 3 Year
A company's ability to operate profitably can
Dec 18 Dec 19 Dec 20 Average be measured directly by measuring its return on
Return on Equity % 0.78 16.68 11.74 9.73 assets. ROA (Return On Assets) is the ratio of a
Return on Assets % 1.80 12.63 9.63 8.02 company's net profit to its total assets, expressed as
a percentage.
Return on Investments % 2.16 15.14 11.55 9.62
Return on Assets (%) 9.63 (%)
Re t u r n o n As s e t s %
Income After Taxes 1,693 00
15 8 x 100 x 100
Average Total Assets 17,588 00
12 6
95
ROA measures how well a company's management
63 uses its assets to generate profits. It is a better
32 measure of operating efficiency than ROE, which
00 only measures how much profit is generated on
1 2 Mo 1 2 Mo 1 2 Mo 3 Ye a r
De c 1 8 De c 1 9 De c 2 0 Av e r a ge the shareholders equity but ignores debt funding.
This ratio is particularly relevant for banks which
Return On Equity: Income Available to Common Stockholders divided by the Common Equity and typically have huge assets.
expressed as a percentage. Return on Assets: This value is the Income After Taxes divided by the
Average Total Assets, expressed as a percentage. Return on Investments: Income after taxes divided
by the average total long term debt, other long term liabilities and shareholders equity, and expressed
as a percentage.
Dividend Information
12 Mo 12 Mo 12 Mo 3 Year 3 Year
Dec 18 Dec 19 Dec 20 Growth Average The annual dividend is the total amount($) of
Payout Ratio (%) 1,137.73 46.02 65.83 416.53 dividends you could expect to receive if you held
the stock for a year (assuming no change in the
Dividend Per Share 1.48 1.44 1.52
company's dividend policy).
Pa y o u t Ra t io (%)
1420 Payout Ratio (%) 65.83 (%)
Dividend Per Share 1 52
1140 x 100 x 100
Primary EPS 2 31
850
570 The dividend yield is the indicated annual dividend
280 rate expressed as a percentage of the price of
0 the stock, and could be compared to the coupon
1 2 Mo 1 2 Mo 1 2 Mo 3 Ye a r
De c 1 8 De c 1 9 De c 2 0 Av e r a ge yield on a bond. The Payout Ratio tells you what
percent of the company's earnings have been given
Dividend Per Share: Common Stock Cash Dividends divided by the shares outstanding. Payout Ratio: to shareholders as cash dividends. A low payout
This ratio is the percentage of the Primary/Basic Earnings Per Share Excluding Extraordinary Items ratio indicates that company has chosen to reinvest
paid to common stockholders in the form of cash dividends. most of the profits back into the business.
TTM: Trailing Twelve Months; MRQ: Most Recent Quarter; MRI: Most Recent Interim.
Latest fiscal year: 2020; Most recent quarter: 4; Fiscal year end month: December;
All Ratios are calculated for the latest fiscal year end unless otherwise indicated.
Data Source: Reuters Fundamentals 3
Case 3:21-cv-01418-EMC Document 148-12 Filed 12/14/22 Page 75 of 83
TRI THOMSON REUTERS CORP
(TORONTO STOCK EXCHANGE)
Key Ratios & Statistics (cont.)
Per Share Data
12 Mo 12 Mo 12 Mo Interim 3 Year
The most important Per-Share Data item is
Dec 18 Dec 19 Dec 20 Growth Earnings Per Share. That's because ultimately, the
Earning Per Share 0.13 3.12 2.30 0.06 price of your stock is related in some way to the
Sales Per Share 8.23 11.75 12.02 (0.09) value of the stream of earnings attributable to that
share.
Book Value 18.40 19.12 20.08 **25.10 0.03
Cash Flow 0.58 4.31 3.40 0.19 Earnings Per Share 2.30
Cash Per Share 5.55 2.72 4.83 **6.03 0.52 Adjusted Income Avail to Common Shareholders 1,147 00
Diluted Weighted Average Shares 498 03
*MRQ
**MRI
This section also includes the amount of Cash Per
Ea r n in gs Pe r Sh a r e Share the company had at the time of its most
39 recent quarterly or annual report. Most of the time,
31 this number will be far below the stock price. In
23 a healthy industrial company, a Cash Per Share
16 figure that is close the stock price might suggest
08
that investors are underestimating the worth of the
company's ongoing business, thereby creating an
00
1 2 Mo 1 2 Mo 1 2 Mo interesting investment opportunity for you.
De c 1 8 De c 1 9 De c 2 0
EPS Excluding Extraordinary Items: This is the adjusted income available to Common divided
by the diluted weighted average shares outstanding. Sales (Revenue) Per Share: Total Revenue
divided by the Average Diluted Shares Outstanding. Book Value Per Share: This is defined as the
Common Shareholder's Equity divided by the Shares Outstanding. Cash Flow: Cash Flow is defined
as the sum of Income After Taxes minus Preferred Dividends and General Partner Distributions plus
Depreciation, Depletion and Amortization. Cash Per Share: This is the Total Cash plus Short Term
Investments divided by the Shares Outstanding.
TTM: Trailing Twelve Months; MRQ: Most Recent Quarter; MRI: Most Recent Interim.
Latest fiscal year: 2020; Most recent quarter: 4; Fiscal year end month: December;
All Ratios are calculated for the latest fiscal year end unless otherwise indicated.
Data Source: Reuters Fundamentals 4
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TRI THOMSON REUTERS CORP
(TORONTO STOCK EXCHANGE)
Further Information
Internet Information
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