6-K
Thomson Reuters Corp /Can/ (TRI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| For the month of November 2025 | Commission File Number: 1-31349 |
|---|
THOMSON REUTERS CORPORATION
(Translation of registrant's name into English)
19 Duncan Street, Toronto
Ontario M5H 3H1, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F
The information contained in Exhibit 99.1 and Exhibit 99.2 of this Form 6-K is incorporated by reference into, or as additional exhibits to, as applicable, the registrant’s outstanding registration statements.
Thomson Reuters Corporation is voluntarily furnishing certifications by its Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 99.3-99.6 of this Form 6-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THOMSON REUTERS CORPORATION<br><br>(Registrant) | |||
|---|---|---|---|
| By: | /s/ Jennifer Ruddick | ||
| Name: | Jennifer Ruddick | ||
| Title: | Deputy Company Secretary | ||
| Date: November 5, 2025 |
EXHIBIT INDEX
EX-99.1
Management’s Discussion and Analysis EXHIBIT 99.1
This management’s discussion and analysis is designed to provide you with a narrative explanation through the eyes of our management of how we performed, as well as information about our financial condition and future prospects. As this management’s discussion and analysis is intended to supplement and complement our financial statements, we recommend that you read this in conjunction with our consolidated interim financial statements for the three and nine months ended September 30, 2025, our 2024 annual consolidated financial statements and our 2024 annual management’s discussion and analysis. This management's discussion and analysis contains forward-looking statements, which are subject to risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements. Forward-looking statements include, but are not limited to, our 2025 outlook, our 2026 financial framework and our expectations related to general economic conditions and market trends and their anticipated effects on our business segments. For additional information related to forward-looking statements, material assumptions and material risks associated with them, please see the “Outlook,” and “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results” sections of this management’s discussion and analysis. This management’s discussion and analysis is dated as of November 3, 2025, unless otherwise indicated.
We have organized our management’s discussion and analysis in the following key sections:
| · | Executive Summary - an overview of our business and key financial highlights | 2 |
|---|---|---|
| · | Results of Operations - a comparison of our current and prior-year period results | 4 |
| · | Liquidity and Capital Resources - a discussion of our cash flow and debt | 11 |
| · | Outlook – our 2025 financial outlook and 2026 financial framework, including material assumptions and material risks | 18 |
| · | Related Party Transactions - a discussion of transactions with our principal and controlling shareholder, Woodbridge (together with its affiliates), and other related parties | 20 |
| · | Changes in Accounting Policies - a discussion of changes in our accounting policies | 20 |
| · | Critical Accounting Estimates and Judgments - a discussion of critical estimates and judgments made by our management in applying accounting policies | 20 |
| · | Additional Information - other required disclosures | 21 |
| · | Appendix - supplemental information | 22 |
Unless otherwise indicated or the context otherwise requires, references in this discussion to “we,” “our,” “us”, the “Company” and “Thomson Reuters” are to Thomson Reuters Corporation and our subsidiaries.
Basis of presentation
We prepare our consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board.
Other than earnings per share, we report our results in millions of U.S. dollars, but we compute percentage changes and margins using whole dollars to be more precise. As a result, percentages and margins calculated from reported amounts may differ from those presented, and growth components may not total due to rounding.
Use of non-IFRS financial measures
In this management’s discussion and analysis, we discuss our results on an IFRS and non-IFRS basis. We use non-IFRS financial measures, which include ratios that incorporate one or more non-IFRS financial measures, as supplemental indicators of our operating performance and financial position as well as for internal planning purposes, our management incentive programs and our business outlook. We believe non-IFRS financial measures provide more insight into our performance. Non-IFRS measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as alternatives to measures of financial performance calculated in accordance with IFRS.
See Appendix A of this management’s discussion and analysis for a description of our non-IFRS financial measures, including an explanation of why we believe they are useful measures of our performance. Refer to Appendix B for reconciliations of our non-IFRS financial measures to the most directly comparable IFRS measures.
Glossary of key terms
The following terms in this management’s discussion and analysis have the following meanings, unless otherwise indicated:
| term | Definition |
|---|---|
| AI | Artificial Intelligence |
| “Big 3” segments | Our combined Legal Professionals, Corporates and Tax & Accounting Professionals segments |
| bp | Basis points - one basis point is equal to 1/100th of 1%; “100bp” is equivalent to 1% |
| constant currency | A non-IFRS measure derived by applying the same foreign currency exchange rates to the financial results of the current and equivalent prior-year period |
| EBITDA | Earnings before interest, tax, depreciation and amortization |
| EPS | Earnings per share |
| IASB | International Accounting Standards Board |
| IFRS | International Financial Reporting Standards |
| LSEG | London Stock Exchange Group plc |
| n/a | Not applicable |
| n/m | Not meaningful |
| organic or organically | A non-IFRS measure that represents changes in revenues of our existing businesses at constant currency. The metric excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods |
| ROIC | Return on invested capital. A non-IFRS measure that is computed as adjusted operating profit (operating profit excluding amortization of acquired intangible assets attributable to other identifiable intangible assets and acquired computer software, other operating gains and losses, and fair value adjustments) less net taxes paid expressed as a percentage of the average adjusted invested capital during the period |
| SEC | U.S. Securities and Exchange Commission |
| TSX | Toronto Stock Exchange |
| Woodbridge | The Woodbridge Company Limited, our principal and controlling shareholder |
| $ and US$ | U.S. dollars |
| C$ | Canadian dollars |
Executive Summary
Our company
Thomson Reuters (TSX/Nasdaq: TRI) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. We serve professionals across legal, tax, audit, accounting, compliance, government, and media. Our products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. For more information, visit tr.com.
We derive most of our revenues from selling information and software solutions, predominantly on a recurring subscription basis. Our solutions blend deep domain knowledge with AI-powered software and analytic tools. We believe our workflow solutions make our customers more productive, by streamlining how they operate, enabling them to focus on higher value activities. Many of our customers use our solutions as part of their workflows, which has led to strong customer retention. We believe that our customers trust us because of our history and dependability and our deep understanding of their businesses and industries, and they rely on our services for navigating a rapidly changing and increasingly complex digital world. Over the years, our business model has proven to be capital efficient and cash flow generative, and it has enabled us to maintain leading and scalable positions in our chosen market segments.
We are organized as five reportable segments reflecting how we manage our businesses.
<br><br> <br><br><br><br><br><br><br><br><br><br> <br><br><br><br><br><br> <br><br><br><br><br><br> <br><br><br><br><br><br><br><br>![]() |
Legal Professionals<br><br>Serves law firms and governments with research and workflow products powered by leading-edge technologies, including generative AI, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools and analytics.<br><br>Corporates<br><br>Serves corporations, ranging from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven products, powered by leading-edge technologies, including generative AI, and integrated compliance workflow solutions to help them achieve their business outcomes.<br><br>Tax & Accounting Professionals<br><br>Serves tax, audit and accounting firms (other than the seven largest, which are served by our Corporates segment) with research and workflow products powered by leading-edge technologies, including generative AI.<br><br>Reuters News<br><br>Supplies business, financial and global news and data to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial firms exclusively via LSEG products.<br><br>Global Print<br><br>Provides legal and tax information primarily in print format to customers around the world and provides commercial printing services to a wide range of book publishers. | Third Quarter 2025 Revenues<br><br> <br><br><br><br>![]() |
|---|
We refer to our Legal Professionals, Corporates and Tax & Accounting Professionals segments, on a combined basis, as our “Big 3” segments.
Our businesses are supported by a corporate center that manages our commercial and technology operations, including those around our sales capabilities, digital customer experience, and product and content development, as well as our global facilities. Costs relating to these activities are allocated to our business segments. We also report “Corporate costs”, which includes expenses for centrally managed functions such as finance, legal and human resources. These costs are not allocated to the segments and are included in consolidated adjusted EBITDA.
Financial Highlights
Solid revenue momentum continued in the third quarter as our total revenues increased 3% and included a 4% negative impact from net acquisitions and disposals, primarily due to the sale of FindLaw in December 2024. Foreign currency had no significant impact on revenue growth.
On an organic basis, our total revenues grew 7%, which reflected 9% growth in recurring revenues, 4% growth in transactions revenues, and a 4% decline in Global Print. Our "Big 3" segments, which comprised 82% of total revenues, grew 9% on an organic basis reflecting 9% growth in recurring revenues and 8% growth in transactions revenues.
Our operating profit increased 43% primarily due to an other operating gain on the sale of our remaining minority equity interest in the Elite business as well as higher revenues, partly offset by higher amortization of computer software. Adjusted EBITDA, which excludes other operating gains and amortization of computer software, as well as other adjustments, increased 10% and the related margin increased to 37.7% from 35.3% in the prior-year period, primarily due to higher operating leverage. Foreign currency benefited the year-over-year change in adjusted EBITDA margin by 20bp. Our "Big 3" segments adjusted EBITDA increased 9% and the related margin increased to 41.7% from 39.5% in the prior-year period. Segment adjusted EBITDA for our Reuters News segment increased 1% and the related margin declined to 19.9% from 20.4% in the prior-year period. Our Global Print segment adjusted EBITDA increased 8% and the related margin increased 400bp to 37.1% from 33.1% in the prior-year period.
In November 2025, we reaffirmed all measures included in our 2025 full-year outlook, which was last updated on August 6, 2025 to reflect lower depreciation and amortization of computer software and net interest expense. Our total revenue growth and organic revenue growth are trending towards the lower-end of the 3.0% to 3.5% and 7.0% to 7.5% ranges, respectively. The organic revenue growth outlook for our "Big 3" segments remains at approximately 9%.
We updated our full-year 2026 financial framework provided on February 6, 2025. We now expect adjusted EBITDA margin expansion of approximately 100bp, up from the prior view of 50bp or more, and also expect free cash flow of approximately $2.1 billion, which is the high end of the prior $2.0 to $2.1 billion range. All other metrics were unchanged from those announced on February 6, 2025. Refer to the “Outlook” section of this management’s discussion and analysis for further information.
Our capital capacity and liquidity remain a key asset to support further acquisitions and returns to shareholders. In the third quarter, we generated net cash flows from operating activities of $704 million and free cash flow of $526 million. We acquired Additive AI, Inc. (Additive), a U.S. based specialist in AI-powered tax document processing for tax and accounting professionals, repurchased 3.9 million of our common shares for $670 million under our August 2025 plan to repurchase up to $1.0 billion of our common shares, and returned $260 million in dividends to our common shareholders. In late October 2025, we completed our share repurchase program. See the “Liquidity and Capital Resources” section of this management’s discussion and analysis for additional information.
Results of Operations
Our revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over the contract term and our costs are generally incurred evenly throughout the year. However, at the segment level, revenues on a consecutive quarter basis can be impacted by seasonality, most notably in our Tax & Accounting Professionals business, where revenues tend to be concentrated in the first and fourth quarters.
The section below contains non-IFRS measures where indicated. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.
Consolidated results
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||
| (millions of U.S. dollars, except per<br> share amounts) | 2025 | 2024 | Total | Constant Currency | 2025 | 2024 | Total | Constant Currency |
| IFRS Financial Measures | ||||||||
| Revenues | 1,782 | 1,724 | 3% | 5,467 | 5,349 | 2% | ||
| Operating profit | 593 | 415 | 43% | 1,592 | 1,387 | 15% | ||
| Diluted EPS | $0.94 | $0.67 | 40% | $2.59 | $3.59 | (28%) | ||
| Non-IFRS Financial Measures | ||||||||
| Revenue growth in constant currency | 3% | 2% | ||||||
| Organic revenue growth | 7% | 7% | ||||||
| Adjusted EBITDA | 672 | 609 | 10% | 9% | 2,159 | 2,061 | 5% | 4% |
| Adjusted EBITDA margin | 37.7% | 35.3% | 240bp | 220bp | 39.3% | 38.5% | 80bp | 70bp |
| Adjusted EBITDA less accrued capital<br> expenditures | 507 | 454 | 12% | 1,699 | 1,624 | 5% | ||
| Adjusted EBITDA less accrued capital<br> expenditures margin | 28.4% | 26.2% | 220bp | 31.0% | 30.3% | 70bp | ||
| Adjusted EPS | $0.85 | $0.80 | 6% | 5% | $2.85 | $2.76 | 3% | 3% |
| “Big 3” Segments | ||||||||
| Revenues | 1,457 | 1,403 | 4% | 4% | 4,509 | 4,378 | 3% | 3% |
| Organic revenue growth | 9% | 9% | ||||||
| Adjusted EBITDA | 606 | 555 | 9% | 8% | 1,986 | 1,852 | 7% | 7% |
| Adjusted EBITDA margin | 41.7% | 39.5% | 220bp | 180bp | 43.9% | 42.3% | 160bp | 120bp |
Revenues
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||
| (millions of U.S.<br> dollars) | 2025 | 2024 | Total | Constant<br>Currency | Organic | 2025 | 2024 | Total | Constant<br>Currency | Organic |
| Recurring revenues | 1,487 | 1,442 | 3% | 3% | 9% | 4,401 | 4,288 | 3% | 3% | 9% |
| Transactions revenues | 171 | 154 | 12% | 11% | 4% | 712 | 686 | 4% | 4% | 3% |
| Global Print revenues | 124 | 128 | (4%) | (4%) | (4%) | 354 | 375 | (6%) | (5%) | (5%) |
| Revenues | 1,782 | 1,724 | 3% | 3% | 7% | 5,467 | 5,349 | 2% | 2% | 7% |
Revenues in the third quarter increased 3% in total as a 3% increase in recurring revenues (83% of total revenues) and 12% growth in transactions revenues were partly offset by a 4% decline in Global Print revenues. Net acquisitions and disposals had a 4% negative impact on revenue growth primarily due to the sale of FindLaw in December 2024, which was partly offset by additional revenues from the acquisition of SafeSend in January 2025. Foreign currency had no significant impact on revenue growth.
On an organic basis, revenues increased 7% reflecting 9% growth in recurring revenues, 4% growth in transactions revenues and a 4% decline in Global Print revenues. Revenues from the “Big 3" segments (82% of total revenues) increased 9% on an organic basis due to 9% growth in recurring revenues and 8% growth in transactions revenues.
Revenues in the nine-month period increased 2% in total as a 3% increase in recurring revenues (81% of total revenues) and 4% growth in transactions revenues were partly offset by a 6% decline in Global Print revenues. Net acquisitions and disposals had an approximately 4% negative impact on revenue growth reflecting the same factors as the third quarter described above. Foreign currency had no significant impact on revenue growth.
On an organic basis, revenues increased 7% reflecting 9% growth in recurring revenues, 3% growth in transactions revenues and a 5% decline in Global Print revenues. Revenues from the “Big 3" segments (82% of total revenues) increased 9% on an organic basis due to 9% growth in both recurring and transactions revenues.
In both periods, the U.S. dollar weakened against the pound sterling and the Euro, but strengthened against the Argentine peso compared to the prior-year periods. Additionally, in the nine-month period, the U.S dollar strengthened against the Brazilian real. Overall, net changes in foreign exchange rates did not have a significant impact on our revenue growth.
Operating profit, adjusted EBITDA and adjusted EBITDA less accrued capital expenditures
Operating profit increased 43% in the third quarter primarily due to an other operating gain on the sale of our remaining minority equity interest in the Elite business, as well as higher revenues, partly offset by higher amortization of computer software. In the nine-month period, operating profit increased 15% reflecting the other operating gain on the sale of our remaining minority equity interest in the Elite business in the current-year period compared to other operating losses in the prior-year period. Higher revenues also contributed to growth. These items were partly offset by higher operating expenses and amortization of computer software.
In the third quarter, adjusted EBITDA, which excludes other operating gains and losses, amortization of computer software, as well as other adjustments, increased 10% and the related margin increased to 37.7% from 35.3% in the prior-year period. In the nine-month period, adjusted EBITDA increased 5% and the related margin increased to 39.3% from 38.5% in the prior-year period. In both periods, the increase in margins reflected higher operating leverage. Foreign currency contributed 20bp and 10bp to the year-over-year change in the adjusted EBITDA margin in the third quarter and nine-month period, respectively.
In the third quarter, adjusted EBITDA increased 9% for our "Big 3" segments, 1% for Reuters News and 8% for Global Print. In the nine-month period, adjusted EBITDA increased 7% for our "Big 3" segments, but declined 17% for Reuters News and 2% for Global Print.
In both periods, adjusted EBITDA less accrued capital expenditures and the related margin increased as the same factors that impacted the growth in adjusted EBITDA were partly offset by higher accrued capital expenditures.
Operating expenses
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||
| (millions of U.S. dollars) | 2025 | 2024 | Total | Constant<br>Currency | 2025 | 2024 | Total | Constant<br>Currency |
| Operating expenses | 1,115 | 1,117 | - | - | 3,347 | 3,288 | 2% | 2% |
| Remove fair value adjustments(1) | (5) | - | (19) | 8 | ||||
| Operating expenses, excluding fair value <br> adjustments | 1,110 | 1,117 | (1%) | - | 3,328 | 3,296 | 1% | 2% |
- Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business.
In the third quarter, operating expenses, excluding fair value adjustments, slightly decreased in total and were essentially unchanged in constant currency. In the nine-month period, operating expenses, excluding fair value adjustments, increased in total and on a constant currency basis, primarily due to higher technology, compensation-related and other costs in our business, offset, in part, by lower costs due to the impact of net disposals, mainly related to FindLaw.
Depreciation and amortization
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | Change | 2025 | 2024 | Change |
| Depreciation | 28 | 30 | (4%) | 83 | 87 | (5%) |
| Amortization of computer software | ||||||
| Internally developed | 130 | 117 | 10% | 381 | 349 | 9% |
| Acquisition-related | 52 | 34 | 58% | 153 | 109 | 40% |
| Total amortization of computer software | 182 | 151 | 20% | 534 | 458 | 17% |
| Amortization of other identifiable intangible assets | 24 | 21 | 13% | 73 | 69 | 5% |
- Depreciation decreased in both periods primarily due to assets acquired in previous years becoming fully depreciated.
- Total amortization of computer software increased in both periods due to acquisitions and product development.
- Amortization of other identifiable intangible assets increased in both periods, primarily due to higher expenses associated with recent acquisitions, partly offset by assets acquired in previous years becoming fully amortized.
Other operating gains (losses), net
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||
|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 |
| Other operating gains (losses), net | 160 | 10 | 162 | (60) |
Other operating gains net, were $160 million and $162 million in the third quarter and nine-month period of 2025, respectively. Both periods included a gain of $161 million on the sale of our remaining interest in the Elite business, an equity method investment.
Other operating gains, net, were $10 million in the third quarter of 2024. Other operating losses, net, were $60 million in the nine-month period of 2024 and included an impairment of an equity method investment, which reflected a decline in the value of our commercial real estate holding, acquisition-related deal costs and costs related to a legal provision.
Net interest expense
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | Change | 2025 | 2024 | Change |
| Net interest expense | 38 | 21 | 82% | 103 | 97 | 6% |
Net interest expense increased in both periods primarily due to lower interest income resulting from lower cash balances which more than offset the favorable impact from the repayment of various borrowings with cash on hand. We repaid our $242 million, 3.85% notes in 2024, and our C$1.4 billion (U.S. $1.0 billion) 2.239% notes in May 2025.
Other finance (income) costs
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |||||
| Other finance (income) costs | (7 | ) | 32 | 51 | 8 |
In both periods of 2025 as well as the third quarter of 2024, other finance (income) costs primarily included net foreign exchange gains or losses on intercompany funding arrangements. Other finance costs in the nine-month period of 2024 were not significant as net foreign exchange losses in the third quarter offset net foreign exchange gains earlier in the year. In 2025, the foreign exchange gains in the third quarter and foreign exchange losses in the nine-month period primarily related to the strengthening or weakening of the U.S. dollar on Canadian denominated arrangements during each period, respectively.
Share of post-tax (losses) earnings in equity method investments
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||
|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 |
| Share of post-tax (losses) earnings in equity method investments | (13) | (8) | (23) | 45 |
Share of post-tax losses in equity method investments were not significant in the third quarter and nine-month period of 2025. The nine-month period of 2024 reflected our share of post-tax earnings from our investment in York Parent Limited and its subsidiaries (YPL). In May 2024, we sold our remaining LSEG shares that we had indirectly owned through YPL.
Our share of post-tax earnings in our YPL investment in the nine-month period of 2024 was comprised of the following items:
| Nine months ended<br>September 30, | ||
|---|---|---|
| (millions of U.S. dollars) | 2024 | |
| Decrease in LSEG share price | (86) | |
| Foreign exchange losses on LSEG shares | (3) | |
| Dividend income | 6 | |
| Gain from call options | 22 | |
| Historical excluded equity adjustment(1) | 129 | |
| YPL - Share of post-tax earnings in equity method investments | 68 |
- Represents income from the recognition of the remaining cumulative impact of equity transactions that were excluded from our investment in YPL.
Tax expense (benefit)
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |||||
| Tax expense (benefit) | 121 | 77 | 265 | (258 | ) |
Tax expense was $121 million and $265 million in the third quarter and nine-month period of 2025, respectively. Tax expense was $77 million in the third quarter of 2024. We recorded a $258 million net tax benefit in the nine-month period of 2024 due to a $468 million benefit from the recognition of a deferred tax asset relating to tax legislation enacted in Canada. The legislation reduced our ability to deduct interest expense against our Canadian taxable income, thereby increasing Canadian taxable profits such that we expect to utilize tax loss carryforwards and other tax attributes, which we had not previously recognized as a deferred tax asset.
Additionally, in January 2024, we began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development and enacted by key jurisdictions in which we operate. These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of top-up taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. We recorded $2 million (2024 - $2 million) and $5 million (2024 - $9 million) in top-up tax expense in the third quarter and nine-month period of 2025, respectively, which was attributable to our earnings in Switzerland.
Tax expense or benefit in each period reflected the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. Tax expense or benefit in interim periods is not necessarily indicative of the tax benefit or expense for the full year because the geographical mix of pre-tax profits and losses in interim periods may be different from that for the full year.
The comparability of our tax expense (benefit) was impacted by various transactions and accounting adjustments during each period. The following table sets forth certain components within income tax expense (benefit) that impact comparability from period to period:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||||||
| (Benefit) expense | ||||||||||||
| Tax items impacting comparability: | ||||||||||||
| Recognition of deferred tax assets(1) | - | - | - | (468 | ) | |||||||
| Discrete changes to uncertain tax positions(2) | - | - | - | (15 | ) | |||||||
| Deferred tax adjustments(3) | 11 | (2 | ) | (9 | ) | - | ||||||
| Subtotal | 11 | (2 | ) | (9 | ) | (483 | ) | |||||
| Tax related to: | ||||||||||||
| Amortization of acquired computer software | (13 | ) | (7 | ) | (37 | ) | (24 | ) | ||||
| Amortization of other identifiable intangible assets | (6 | ) | (5 | ) | (17 | ) | (16 | ) | ||||
| Other operating gains (losses), net | 39 | 3 | 39 | (9 | ) | |||||||
| Other finance costs | - | - | (4 | ) | (8 | ) | ||||||
| Share of post-tax (losses) earnings in equity method investments | (3 | ) | 4 | (5 | ) | 11 | ||||||
| Other items | (1 | ) | - | (6 | ) | 1 | ||||||
| Subtotal | 16 | (5 | ) | (30 | ) | (45 | ) | |||||
| Total | 27 | (7 | ) | (39 | ) | (528 | ) |
- In 2024, relates to tax legislation enacted in Canada during that year, as described above.
- In 2024, relates to the release of tax reserves that are no longer required due to the settlement of a tax dispute.
- Relates primarily to adjustments resulting from foreign exchange movements where functional currencies differ from those used for local tax filings.
The items described above impact the comparability of our tax expense or benefit for each period, therefore, we remove them from our calculation of adjusted earnings, along with the pre-tax items to which they relate. The computation of our adjusted tax expense is set forth below:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |||||||
| Tax expense (benefit) | 121 | 77 | 265 | (258 | ) | ||||||
| Remove: Items from above impacting comparability | (27 | ) | 7 | 39 | 528 | ||||||
| Other adjustment: | |||||||||||
| Interim period effective tax rate normalization(1) | (2 | ) | (3 | ) | 2 | 7 | |||||
| Total tax expense on adjusted earnings | 92 | 81 | 306 | 277 |
(1) Adjustment to reflect income taxes based on estimated full-year effective tax rates. Earnings or losses for interim periods under IFRS generally reflect income taxes based on the estimated effective tax rates of each of the jurisdictions in which we operate. The non-IFRS adjustment reallocates estimated full-year income taxes between interim periods, but has no effect on full-year income taxes.
We plan to transfer certain technology assets between our wholly owned subsidiaries to consolidate the ownership and management of these assets. We expect to record tax charges of approximately $50 million upon the completion of these transactions in the fourth quarter of 2025, which we will exclude from the computation of adjusted earnings and adjusted EPS.
On July 4, 2025, the U.S. enacted tax reform legislation as part of the One Big Beautiful Bill Act (OBBBA). The OBBBA leaves the U.S. corporate tax rate unchanged at 21%. In addition, the OBBBA extends or revises key provisions of the Tax Cuts and Jobs Act enacted in 2017, which were set to expire or change at the end of 2025.
Based on our preliminary interpretation of the OBBBA, the tax reforms introduced are not expected to have a material impact on our consolidated financial statements. However, given the complexity of tax laws, related regulations, and evolving interpretations, our estimates may require revision as additional information becomes available regarding the application of the OBBBA provisions.
Results of discontinued operations
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |||||
| (Loss) earnings from discontinued operations, net of tax | (5 | ) | 24 | 20 | 35 |
In each period, earnings or loss from discontinued operations, net of tax, were primarily comprised of earnings or losses arising on a receivable balance from LSEG relating to a tax indemnity. The earnings or losses were due to changes in foreign exchange and interest rates. The nine-month period of 2024 also included benefits from the release of reserves that are no longer required due to settlements of tax disputes.
Net earnings, diluted EPS, adjusted earnings and adjusted EPS
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||
| (millions of U.S. dollars, except<br> per share amounts) | 2025 | 2024 | Total | Constant<br>Currency | 2025 | 2024 | Total | Constant<br>Currency |
| IFRS Financial Measures | ||||||||
| Net earnings | 423 | 301 | 40% | 1,170 | 1,620 | (28%) | ||
| Diluted EPS | $0.94 | $0.67 | 40% | $2.59 | $3.59 | (28%) | ||
| Non-IFRS Financial Measures(1) | ||||||||
| Adjusted earnings | 383 | 359 | 7% | 1,283 | 1,247 | 3% | ||
| Adjusted EPS | $0.85 | $0.80 | 6% | 5% | $2.85 | $2.76 | 3% | 3% |
- Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.
Net earnings and diluted EPS increased in the third quarter primarily due to higher operating profit, which included an other operating gain on the sale of our remaining minority equity interest in the Elite business. Net earnings and diluted EPS decreased in the nine-month period primarily because the prior-year period included a $468 million or $1.04 per share non-cash tax benefit related to tax legislation enacted in Canada, which more than offset the other operating gain on sale of our equity interest in Elite in the current-year period.
Adjusted EPS, which excludes other operating gains and losses, the non-cash tax benefit, as well as other adjustments, increased in both periods, primarily due to higher adjusted EBITDA, partly offset by higher interest and income tax expense as well as higher amortization of internally developed software.
Segment results
The following is a discussion of our five reportable segments and our Corporate costs for the three and nine months ended September 30, 2025. We assess revenue growth for each segment, as well as the businesses within each segment, in constant currency and on an organic basis. See Appendix A of this management’s discussion and analysis for additional information.
Legal Professionals
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||||||
| (millions of U.S. dollars) | 2025 | 2024 | Total | Constant Currency | Organic | 2025 | 2024 | Total | Constant Currency | Organic | ||||
| Recurring revenues | 709 | 721 | (2%) | (2%) | 9% | 2,073 | 2,121 | (2%) | (2%) | 9% | ||||
| Transactions revenues | 19 | 24 | (21%) | (22%) | 3% | 57 | 72 | (21%) | (22%) | (3%) | ||||
| Revenues | 728 | 745 | (2%) | (2%) | 9% | 2,130 | 2,193 | (3%) | (3%) | 8% | ||||
| Segment adjusted EBITDA | 354 | 334 | 6% | 5% | 1,029 | 1,003 | 3% | 2% | ||||||
| Segment adjusted EBITDA margin | 48.7% | 44.9% | 380bp | 330bp | 48.3% | 45.7% | 260bp | 210bp |
Revenues decreased in total and in constant currency in both periods due to the disposal of FindLaw in December of 2024. On an organic basis, revenues increased 9% in the third quarter driven by 9% growth in recurring revenues (97% of the Legal Professionals segment revenues in the quarter) led by Westlaw, CoCounsel, CoCounsel Drafting, Practical Law and the segment’s international businesses. Transactions revenues increased 3% organically in the third quarter. In the nine-month period, organic revenue growth of 8% was due to 9% organic revenue growth in recurring revenues driven substantially by the same products as in the third quarter. Transactions revenues declined 3% organically.
Segment adjusted EBITDA increased 6% in the third quarter and 3% in the nine-month period. The related margins increased 380bp to 48.7% in the third quarter and 260bp to 48.3% in the nine-month period primarily reflecting higher operating leverage due in part from the disposal of the FindLaw business. Foreign currency also benefited the year-over-year change in segment adjusted EBITDA margin by 50bp in both periods.
Corporates
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||||||
| (millions of U.S. dollars) | 2025 | 2024 | Total | Constant<br>Currency | Organic | 2025 | 2024 | Total | Constant<br>Currency | Organic | ||||
| Recurring revenues | 423 | 390 | 8% | 8% | 9% | 1,236 | 1,142 | 8% | 8% | 10% | ||||
| Transactions revenues | 55 | 47 | 18% | 19% | 5% | 255 | 244 | 5% | 5% | 5% | ||||
| Revenues | 478 | 437 | 10% | 9% | 9% | 1,491 | 1,386 | 8% | 8% | 9% | ||||
| Segment adjusted EBITDA | 174 | 162 | 8% | 7% | 556 | 518 | 7% | 7% | ||||||
| Segment adjusted EBITDA margin | 36.5% | 36.8% | (30)bp | (50)bp | 37.3% | 37.2% | 10bp | (10)bp |
Revenues increased in total and in constant currency in both periods. On an organic basis, revenues increased 9% in both periods driven by 9% growth in recurring revenues in the third quarter (89% of the Corporates segment revenues in the quarter) and 10% growth in recurring revenues in the nine-month period. Organic recurring revenue growth was led by Indirect Tax, Direct Tax, Pagero, Practical Law and the segment’s international businesses. Transactions revenues increased 5% on an organic basis in both periods driven by Pagero, Indirect Tax, Confirmation and Global Trade.
Segment adjusted EBITDA increased 8% in the third quarter and 7% in the nine-month period driven by higher revenues. The related margin decreased 30bp to 36.5% in the third quarter and increased 10bp to 37.3% in the nine-month period. In both periods, foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 20bp.
Tax & Accounting Professionals
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||||||
| (millions of U.S. dollars) | 2025 | 2024 | Total | Constant<br>Currency | Organic | 2025 | 2024 | Total | Constant<br>Currency | Organic | ||||
| Recurring revenues | 183 | 170 | 7% | 9% | 9% | 580 | 548 | 6% | 9% | 9% | ||||
| Transactions revenues | 68 | 51 | 35% | 36% | 12% | 308 | 251 | 23% | 23% | 14% | ||||
| Revenues | 251 | 221 | 13% | 15% | 10% | 888 | 799 | 11% | 13% | 11% | ||||
| Segment adjusted EBITDA | 78 | 59 | 32% | 33% | 401 | 331 | 21% | 22% | ||||||
| Segment adjusted EBITDA margin | 31.2% | 26.8% | 440bp | 410bp | 44.2% | 41.5% | 270bp | 230bp |
Revenues increased in total and in constant currency in both periods, which included the acquisition impact of SafeSend within transactions revenues. On an organic basis, revenues increased 10% in the third quarter (73% of the Tax & Accounting Professionals segment revenues in the quarter) and 11% in the nine-month period. Organic revenue growth in both periods reflected 9% growth in recurring revenues driven by the segment’s Latin America business and its tax and audit products. Transactions organic revenue growth was 12% in the third quarter and 14% in the nine-month period driven primarily by SafeSend, UltraTax and Confirmation, and the segment's international businesses. The nine-month period also included strong growth from SurePrep.
Segment adjusted EBITDA increased 32% and the related margin increased 440bp to 31.2% in the third quarter. In the nine-month period, segment adjusted EBITDA increased 21% and the related margin increased 270bp to 44.2%. Both periods primarily reflected operating leverage on higher revenue growth. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 30bp and 40bp in the third quarter and nine-month period, respectively.
The Tax & Accounting Professionals segment is the company’s most seasonal business with approximately 60% of full-year revenues typically generated in the first and fourth quarters. As a result, the margin performance of this segment has been generally higher in the first and fourth quarters as costs are typically incurred in a more linear fashion throughout the year.
Reuters News
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||||||
| (millions of U.S. dollars) | 2025 | 2024 | Total | Constant<br>Currency | Organic | 2025 | 2024 | Total | Constant<br>Currency | Organic | ||||
| Recurring revenues | 178 | 167 | 7% | 7% | 6% | 529 | 495 | 7% | 7% | 6% | ||||
| Transactions revenues | 29 | 32 | (11%) | (13%) | (14%) | 92 | 119 | (23%) | (24%) | (25%) | ||||
| Revenues | 207 | 199 | 4% | 4% | 3% | 621 | 614 | 1% | 1% | - | ||||
| Segment adjusted EBITDA | 42 | 40 | 1% | 2% | 126 | 151 | (17%) | (17%) | ||||||
| Segment adjusted EBITDA margin | 19.9% | 20.4% | (50)bp | (30)bp | 20.2% | 24.6% | (440)bp | (440)bp |
Revenues increased in total, in constant currency, and on an organic basis in the third quarter primarily due to higher Agency revenues and a contractual price increase from our news agreement with the Data & Analytics business of LSEG. In the nine-month period, revenues increased slightly in total and in constant currency. On an organic basis, revenues were essentially unchanged as higher Professional and Agency revenues and the contractual price increase from our news agreement with the Data & Analytics business of LSEG were offset by generative AI related content licensing revenue included in the prior-year period that was largely transactional in nature.
Reuters News and the Data & Analytics business of LSEG have an agreement pursuant to which Reuters News supplies news and information services to LSEG through October 1, 2048. In the first nine months of 2025, Reuters News recorded revenues of $298 million under this agreement, compared to $288 million in the prior-year period.
Segment adjusted EBITDA increased 1% and the related margin decreased 50bp to 19.9% in the third quarter. In the nine-month period, segment adjusted EBITDA decreased 17% and the related margin decreased 440bp to 20.2% primarily due to higher editorial costs and investments as well as lower transactions revenues. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 20bp in the third quarter, but had no impact on the year-over-year change in the nine-month period.
Global Print
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||||||
| (millions of U.S. dollars) | 2025 | 2024 | Total | Constant<br>Currency | Organic | 2025 | 2024 | Total | Constant<br>Currency | Organic | ||||
| Revenues | 124 | 128 | (4%) | (4%) | (4%) | 354 | 375 | (6%) | (5%) | (5%) | ||||
| Segment adjusted EBITDA | 46 | 43 | 8% | 6% | 131 | 133 | (2%) | (2%) | ||||||
| Segment adjusted EBITDA margin | 37.1% | 33.1% | 400bp | 330bp | 37.0% | 35.5% | 150bp | 110bp |
Revenues decreased in total, in constant currency, and on an organic basis in both periods driven by lower shipment volumes. The nine-month period also reflected lower segment revenues due to the 2024 migration of customers from Global Print to Westlaw.
Segment adjusted EBITDA increased 8% and the related margin increased 400bp to 37.1% in the third quarter. Segment adjusted EBITDA decreased 2%, however the related margin increased 150bp to 37.0% in the nine-month period. In both periods, the increase in margins reflected lower costs which more than offset the impact from lower revenues. The margins also reflected a favorable impact from foreign currency, which benefited the year-over-year change in segment adjusted EBITDA margin by 70bp and 40bp in the third quarter and nine-month period, respectively.
Corporate costs
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | ||||
| Corporate costs | 22 | 29 | 84 | 75 |
Corporate costs decreased in the third quarter reflecting lower expenses across several corporate activities. In the nine-month period, corporate costs increased primarily due to a corporate charge that is not expected to repeat.
Liquidity and Capital Resources
We have historically maintained a disciplined capital strategy that balances growth, long-term financial leverage, credit ratings and returns to shareholders. We are focused on having the investment capacity to drive revenue growth, both organically and through acquisitions, while also maintaining our long-term financial leverage and credit ratings and continuing to provide returns to shareholders. Our principal sources of liquidity are cash and cash equivalents and cash provided by operating activities. From time to time, we also issue commercial paper, issue debt securities and borrow under our credit facility. Our principal uses of cash are for debt repayments, debt servicing costs, dividend payments, capital expenditures, share repurchases and acquisitions.
In the first nine months of 2025, we acquired cPaperless, LLC (SafeSend), for approximately $600 million. SafeSend is a U.S. based cloud-native provider of technology for tax and accounting professionals. SafeSend automates the “last-mile” of the tax return, including assembly, review, taxpayer e-signature, and delivery. In September 2025, we acquired Additive, a U.S. based specialist in AI-powered tax document processing for tax and accounting professionals. Additive’s GenAI-native platform ingests and parses complex U.S. federal tax forms, including schedule K-1, during tax preparation. We repaid our C$1.4 billion (U.S. $1.0 billion) 2.239% notes in May 2025 upon maturity with cash on hand. In August 2025, we announced our intention to repurchase up to $1.0 billion of our common shares under a new NCIB that was approved by the TSX. We completed this program in late October 2025. Refer to the “Share repurchases – NCIB" subsection below for additional information.
Our capital strategy approach has provided us with a strong capital structure and liquidity position, which enables us to pursue organic and inorganic opportunities in key growth segments and drive shareholder returns. Our disciplined approach and highly recurring cash generative business model have allowed us to weather economic volatility in recent years caused by macroeconomic and geopolitical factors, while continuing to invest in our business.
We expect that the operating leverage of our business will increase our free cash flow if we increase revenues as contemplated by our outlook. Our maximum leverage ratio is 2.5x net debt to adjusted EBITDA. We continue to target (i) a payout of 50% to 60% of our expected free cash flow as dividends to our shareholders (ii) a return of at least 75% of our annual free cash flow to our shareholders in the form of dividends and share repurchases; and (iii) a ROIC that is double or more of our weighted-average cost of capital over time.
As of September 30, 2025, we had $0.6 billion of cash and cash equivalents, and a net debt to adjusted EBITDA leverage ratio of 0.6:1, below our maximum leverage ratio of 2.5:1. As calculated under our credit facility covenant, our net debt to adjusted EBITDA leverage ratio as of September 30, 2025 was 0.5:1, which is also below the maximum leverage ratio allowed under the credit facility of 4.5:1. Our next scheduled debt repayment is in May 2026, when our $500 million 3.35% notes are due to mature.
We believe that our existing sources of liquidity will be sufficient to fund our expected cash requirements in the normal course of business for the next 12 months.
Certain information above in this section is forward-looking and should be read in conjunction with the section entitled “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results”.
Cash flow
Summary of consolidated statement of cash flow
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | $ Change | 2025 | 2024 | $ Change |
| Net cash provided by operating activities | 704 | 756 | (52) | 1,895 | 1,893 | 2 |
| Net cash (used in) provided by investing activities | (141) | (206) | 65 | (1,079) | 749 | (1,828) |
| Net cash used in financing activities | (607) | (492) | (115) | (2,170) | (2,207) | 37 |
| Translation adjustments | (2) | 3 | (5) | 4 | (2) | 6 |
| (Decrease) increase in cash and cash equivalents | (46) | 61 | (107) | (1,350) | 433 | (1,783) |
| Cash and cash equivalents at beginning of period | 664 | 1,670 | (1,006) | 1,968 | 1,298 | 670 |
| Cash and cash equivalents at end of period | 618 | 1,731 | (1,113) | 618 | 1,731 | (1,113) |
| Non-IFRS Financial Measure(1) | ||||||
| Free cash flow | 526 | 591 | (65) | 1,369 | 1,403 | (34) |
- Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.
Operating activities. Net cash provided by operating activities decreased by $52 million in the third quarter and was essentially unchanged in the nine-month period. In both periods, the cash benefits from higher operating profit were offset by certain changes in working capital.
Investing activities. Net cash used in investing activities of $141 million and $1,079 million in the third quarter and nine-month period of 2025, respectively, primarily included $162 million and $476 million of capital expenditures and $193 million and $823 million of acquisition spend, which included Additive in September 2025 and SafeSend in January 2025. Net cash used in investing activities was partly offset by $247 million and $252 million in proceeds related to disposals of businesses and investments, predominately from the sale of our remaining minority equity interest in the Elite business.
In the third quarter of 2024, net cash used in investing activities of $206 million, primarily included $149 million of capital expenditures and $65 million of taxes paid on LSEG share sales. In the nine-month period of 2024, net cash provided by investing activities of $749 million, included $1,854 million of proceeds from the sale of 16.0 million LSEG shares, of which $24 million related to proceeds from the settlement of foreign exchange contracts. These inflows were partly offset by $202 million of tax payments associated with the LSEG share sales as well as sales of certain businesses, capital expenditures of $446 million and acquisition spend of $492 million, primarily related to the purchase of Pagero and World Business Media.
Financing activities. Net cash used in financing activities of $607 million in the third quarter reflected $670 million of share repurchases and $260 million of dividend payments to our common shareholders, which were partly offset by $339 million of net borrowings under our commercial paper program. In the nine-month period, net cash used in financing activities of $2,170 million included $779 million of dividend payments to our common shareholders, $670 million of share repurchases and the repayment of our C$1.4 billion (U.S. $1.0 billion) 2.239% notes upon maturity. These outflows were partly offset by $339 million of net borrowings under our commercial paper program.
Net cash used in financing activities of $492 million in the third quarter primarily included $242 million of debt repayments and $236 million of dividend payments to our common shareholders. Net cash used in financing activities of $2,207 million in the nine-month period of 2024 primarily included $708 million of dividend payments to our common shareholders, $639 million of share repurchases, $384 million for the purchase of shares from Pagero’s minority shareholders, $139 million of net repayments under our commercial paper program and $290 million of debt repayments. Debt repayments included $48 million for the repayment of Pagero’s outstanding debt.
Refer to the “Commercial paper program”, "Long-term debt", “Dividends” and “Share repurchases– NCIB” subsections below for additional information.
Cash and cash equivalents. Cash and cash equivalents as of September 30, 2025 were lower by $1.4 billion compared to December 31, 2024 primarily due to the repayment of our C$1.4 billion (U.S. $1.0 billion) 2.239% notes upon maturity and the acquisition of SafeSend.
Of total cash and cash equivalents, $139 million and $115 million as of September 30, 2025 and December 31, 2024, respectively, were held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and were therefore not available for general use by our company.
Free cash flow. Free cash flow decreased by $65 million in the third quarter due to lower net cash provided by operating activities as well as higher capital expenditures. Free cash flow decreased $34 million in the nine-month period primarily due to higher capital expenditures as cash flows from operating activities were essentially unchanged.
Additional information about our debt and credit arrangements, dividends and share repurchases is as follows:
Commercial paper program. Our $2.0 billion commercial paper program provides cost-effective and flexible short-term funding. The carrying amount of outstanding commercial paper of $339 million is included in “Current indebtedness” within the consolidated statement of financial position as of September 30, 2025 (December 31, 2024 - nil). Issuances of commercial paper reached a peak of $339 million during the third quarter of 2025.
Credit facility. We have a $2.0 billion syndicated credit facility agreement which matures in November 2027 and may be used to provide liquidity for general corporate purposes (including acquisitions or support for our commercial paper program). There were no outstanding borrowings under the credit facility as of September 30, 2025 and December 31, 2024. Based on our current credit ratings, the cost of borrowing under the facility is priced at the Term Secured Overnight Financing Rate (SOFR)/Euro Interbank Offered Rate (EURiBOR)/Simple Sterling Overnight Index Average (SONIA) plus 91bp. We have the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $2.6 billion. If our debt rating is downgraded by any two of Moody’s, S&P or Fitch, our facility fees and borrowing costs would increase, although availability would be unaffected. Conversely, an upgrade in our ratings may reduce our facility fees and borrowing costs. We also monitor the lenders that are party to our facility and believe they continue to be able to lend to us.
We guarantee borrowings by our subsidiaries under the credit facility. We must also maintain a ratio of net debt as defined in the credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If we complete an acquisition with a purchase price of over $500 million, we may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of September 30, 2025, we complied with this covenant as our ratio of net debt to EBITDA, as calculated under the terms of our syndicated credit facility was 0.5:1.
- Long-term debt. In May 2025, we repaid our C$1.4 billion (U.S. $1.0 billion) 2.239% notes upon maturity with cash on hand. In September 2024, we repaid the remaining $242 million balance of our $450 million 3.85% notes upon maturity with cash on hand.
In March 2025, we completed the debt exchange offers that we announced in February 2025. The purpose of the exchange was to optimize our company’s capital structure and align indebtedness to revenue generation. Holders of U.S. dollar denominated notes originally issued by Thomson Reuters Corporation (TRC), the “Old Notes”, were offered the option to receive notes issued by TR Finance LLC (TR Finance), an indirect 100% owned U.S. subsidiary of TRC, the “New Notes”. The results of the exchange are as follows:
| Series of notes<br>(millions of U.S. dollars) | Principal amount <br>New Notes issued by <br>TR Finance | Principal amount <br>remaining Old Notes <br>of TRC | Principal amount <br>outstanding notes |
|---|---|---|---|
| 3.35% Notes due 2026 | 441 | 59 | 500 |
| 5.85% Notes due 2040 | 453 | 47 | 500 |
| 4.50% Notes due 2043 | 84 | 35 | 119 |
| 5.65% Notes due 2043 | 337 | 13 | 350 |
| 5.50% Debentures due 2035 | 373 | 27 | 400 |
| Total | 1,688 | 181 | 1,869 |
The New Notes issued by TR Finance have the same interest rate, interest payment dates and maturity date as the applicable series of Old Notes. The New Notes are fully and unconditionally guaranteed as to payment of principal and interest by TRC as well as West Publishing Corporation, Thomson Reuters Applications Inc. and Thomson Reuters (Tax & Accounting) Inc., each of which is an indirect 100% owned U.S. subsidiary of TRC. The three U.S. subsidiary guarantors also guarantee the remaining Old Notes by TRC on the same basis that TRC and the three U.S. subsidiary guarantors guarantee the TR Finance notes.
The exchange was not a debt extinguishment. Accordingly, the transaction did not result in a derecognition of the existing indebtedness. In the nine months ended September 30, 2025, we paid $4 million in solicitation fees to noteholders who participated in the exchange offers. This amount was included in “Other finance income (costs)” within the consolidated income statement. In addition, $8 million of transaction costs were reflected as a reduction in the carrying value of “Long-term indebtedness” within the consolidated statement of financial position. Cash payments for costs and fees of the exchange are reported in “Other financing activities” within the consolidated statement of cash flow.
In March 2025, in connection with the above debt exchange, we filed a new base shelf prospectus pursuant to which TRC and TR Finance may issue unsecured debt securities in an aggregate amount of up to $3.0 billion from time to time through April 2027. Any debt securities issued by TR Finance will be fully and unconditionally guaranteed on an unsecured basis by TRC and the three U.S. subsidiary guarantors described above, which are also indirect 100%-owned and consolidated subsidiaries of TRC. Any debt securities issued by TRC will also be guaranteed by the three U.S. subsidiary guarantors on the same basis as the TR Finance debt securities. Except for TR Finance and the subsidiary guarantors, none of TRC’s other subsidiaries have guaranteed or would otherwise become obligated with respect to any issued TR Finance or TRC debt securities. Neither TRC nor TR Finance has issued any debt securities under the prospectus. Please refer to Appendix D of this management’s discussion and analysis for condensed consolidating financial information of the Company, including TR Finance and the subsidiary guarantors.
- Interest rate swaps. In September 2025, we entered fixed-to-floating interest rate swaps totaling $410 million in notional amount. Under these arrangements, we receive a fixed rate of interest and pay a variable rate based on SOFR plus a spread. These swaps are designated as fair value hedges for a portion of each of our $119 million principal amount of 4.50% notes due May 2043 ($80 million hedged) and $350 million principal amount of 5.65% notes due November 2043 ($330 million hedged), covering the remaining term to debt maturity. The swaps were entered as part of our strategy to manage interest rate risk.
In addition, we have credit support agreements with our counterparties under which one party may call on the other party to post cash collateral when the market value of the swaps exceeds specific thresholds, thus limiting credit exposure for the party in a fair value gain position. There was no cash collateral posted or received as of September 30, 2025.
- Credit ratings. Our access to financing depends on, among other things, suitable market conditions and the maintenance of suitable long-term credit ratings. Our credit ratings may be adversely affected by various factors, including increased debt levels, decreased earnings, declines in customer demand, increased competition, a deterioration in general economic and business conditions and adverse publicity. Downgrades in our credit ratings may impede our access to the debt markets or result in higher borrowing rates.
In September 2025, Fitch upgraded our long-term debt to a rating of A- from a rating of BBB+ and in May 2025, S&P Global Ratings upgraded our long-term debt to a rating of A- from a rating of BBB+.
The following table sets forth the credit ratings from rating agencies in respect of TRC and TR Finance's outstanding securities as of the date of this management's discussion and analysis:
| Moody’s | S&P Global Ratings | DBRS Limited | Fitch | |
|---|---|---|---|---|
| Long-term debt | Baa1 | A- | BBB (high) | A- |
| Commercial paper | P-2 | A-2 | R-2 (high) | F1 |
| Trend/Outlook | Stable | Stable | Stable | Stable |
These credit ratings are not recommendations to purchase, hold, or sell securities and do not address the market price or suitability of a specific security for a particular investor. Credit ratings may not reflect the potential impact of all risks on the value of securities. We cannot ensure that our credit ratings will not be lowered in the future or that rating agencies will not issue adverse commentaries regarding our securities.
- Dividends. Dividends on our common shares are declared in U.S. dollars. In February 2025, we announced a 10% or $0.22 per share increase in the annualized dividend rate to $2.38 per common share (beginning with the common share dividend that we paid in March 2025). In our consolidated statement of cash flow, dividends paid on common shares are shown net of amounts reinvested in our company under our dividend reinvestment plan (DRIP). Registered holders of common shares may participate in our DRIP, under which cash dividends are automatically reinvested in new common shares. Common shares are valued at the weighted-average price at which the shares traded on the TSX during the five trading days immediately preceding the record date for the dividend.
Details of dividends declared per common share and dividends paid on common shares are as follows:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||
|---|---|---|---|---|
| (millions of U.S. dollars, except per share <br> amounts) | 2025 | 2024 | 2025 | 2024 |
| Dividends declared per common share | $0.595 | $0.54 | $1.785 | $1.62 |
| Dividends declared | 268 | 243 | 804 | 730 |
| Dividends reinvested | (8) | (7) | (25) | (22) |
| Dividends paid | 260 | 236 | 779 | 708 |
- Share repurchases – NCIB. We buy back shares (and subsequently cancel them) from time to time as part of our capital strategy. Share repurchases are typically executed under a NCIB program, which is approved by the TSX. The current NCIB program allows us to repurchase up to 10 million common shares between August 19, 2025 and August 18, 2026. In August 2025, we announced our intention to repurchase up to $1.0 billion of our common shares. We completed this program in late October 2025, pursuant to which we repurchased a total of 6.0 million common shares.
We may repurchase common shares in open market transactions on the TSX, Nasdaq and/or other exchanges and alternative trading systems, if eligible, or by such other means as may be permitted by the TSX and/or Nasdaq or under applicable law, including private agreement purchases or share purchase program agreement purchases if we receive, if applicable, an issuer bid exemption order in the future from applicable securities regulatory authorities in Canada for such purchases. The price that we will pay for common shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by the TSX.
Details of share repurchases are as follows:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Share repurchases (millions of U.S. dollars) | 670 | - | 670 | 639 |
| Shares repurchased (number in millions) | 3.9 | - | 3.9 | 4.1 |
| Share repurchases - average price per share | $172.03 | - | $172.03 | $156.92 |
Decisions regarding any future repurchases will depend on certain factors, such as market conditions, share price and other opportunities to invest capital for growth. We may elect to suspend or discontinue share repurchases at any time, in accordance with applicable laws. From time to time when we do not possess material nonpublic information about ourselves or our securities, we may enter into a pre-defined plan with our broker to allow for the repurchase of shares at times when we ordinarily would not be active in the market due to our own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with our broker will be adopted in accordance with applicable Canadian securities laws and the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended. We entered into such a plan with our broker on September 4, 2025. In October 2025, we purchased an additional $330 million of our common shares, which included 2.1 million common shares at an average price per share of $155.11.
Financial position
Our net assets, defined as total assets less total liabilities, were $11.8 billion as of September 30, 2025, largely unchanged from $12.0 billion as of December 31, 2024.
As of September 30, 2025, our current liabilities exceeded our current assets by $1.4 billion primarily because our current liabilities includes $1.1 billion of deferred revenue as well as $0.8 billion of current indebtedness.
Deferred revenue arises from the sale of subscription-based products and services that many customers pay for in advance. The cash received from these advance payments is used to currently fund the operating, investing and financing activities of our business. However, for accounting purposes, these advance payments must be deferred and recognized over the term of the subscription. As such, we typically reflect a negative working capital position in our consolidated statement of financial position. In the ordinary course of business, deferred revenue does not represent a cash obligation, but rather an obligation to perform services or deliver products, and therefore when we are in that situation, we do not believe it is indicative of a liquidity issue, but rather an outcome of the required accounting for our business model.
With respect to current indebtedness, $0.5 billion relates to term debt, which is due in May 2026, and $0.3 billion relates to outstanding commercial paper. We believe we can refinance these amounts at any time, given our credit facility and access to long-term debt markets, both of which are supported by our strong investment grade credit ratings. We also have over $0.6 billion of cash and cash equivalents, which we could use to repay a portion of the amounts outstanding.
Net debt and leverage ratio of net debt to adjusted EBITDA
| September 30, | December 31, | |||
|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | ||
| Net debt(1) | 1,831 | 1,156 | ||
| Leverage ratio of net debt to adjusted EBITDA | ||||
| Adjusted EBITDA(1) | 2,877 | 2,779 | ||
| Net debt / adjusted EBITDA(1) | 0.6:1 | 0.4:1 |
- Represent non-IFRS financial measures. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.
For additional information about our liquidity, we provide our leverage ratio of net debt to adjusted EBITDA. Our leverage ratio of net debt to adjusted EBITDA was below our maximum leverage ratio of 2.5:1. Net debt increased due to the decrease in cash and cash equivalents (refer to the “Cash Flow” section of this management’s discussion and analysis for additional information). As of September 30, 2025, our total debt position (excluding the associated unamortized transaction costs and premiums or discounts) was $2.2 billion.
The maturity dates for our term debt are well balanced with no significant concentration in any one year. As of September 30, 2025, the average maturity of our debt was approximately eleven years at a weighted-average interest rate of slightly over 5%, including the impact of interest rate swaps.
Off-balance sheet arrangements, commitments and contractual obligations
See the “Guarantees” section of this management’s discussion and analysis below for information on guarantees and other credit support provided by our company to 3 Times Square Associates LLC (3XSQ Associates) in connection with an amended and restated loan facility 3XSQ Associates obtained in May 2025. For a summary of our other off-balance sheet arrangements, commitments and contractual obligations please see our 2024 annual management’s discussion and analysis. There were no material changes to these arrangements, commitments and contractual obligations during the nine months ended September 30, 2025.
Contingencies
Lawsuits and legal claims
We are engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, employment matters, commercial matters, privacy and data protection matters, defamation matters and intellectual property infringement matters. The outcome of all the matters against us is subject to future resolution, including uncertainties of litigation. Litigation outcomes are difficult to predict with certainty due to various factors, including but not limited to: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories and procedures and their resolution by the courts, at both trial and appellate levels; and the unpredictable nature of opposing parties. Based on information currently known to us and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on our financial condition taken as a whole.
Uncertain tax positions
We are subject to taxation in numerous jurisdictions and we are routinely under audit by many different taxing authorities in the ordinary course of business. There are many transactions and calculations during the course of business for which the ultimate tax determination is uncertain, as taxing authorities may challenge some of our positions and propose adjustments or changes to our tax filings.
As a result, we maintain provisions for uncertain tax positions that we believe appropriately reflect our risk. These provisions are made using our best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, we perform an expected value calculation to determine our provisions. We review the adequacy of these provisions at the end of each reporting period and adjust them based on changing facts and circumstances. Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from our provisions. However, based on currently enacted legislation, information currently known to us and after consultation with outside tax advisors, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on our financial condition taken as a whole.
Prior to December 31, 2023, we paid $430 million of tax as required under notices of assessment issued by the U.K. tax authority, HM Revenue & Customs (HMRC), under the Diverted Profits Tax (DPT) regime that collectively related to the 2015, 2016, 2017 and 2018 taxation years of certain of our current and former U.K. affiliates. We do not believe these current and former U.K. affiliates fall within the scope of the DPT regime. Because we believe our position is supported by the weight of law, we intend to vigorously defend our position and will continue contesting these assessments through all available administrative and judicial remedies. As the assessments largely relate to businesses that we have sold, the majority are subject to indemnity arrangements under which we have been required to pay additional taxes to HMRC or the indemnity counterparty.
We do not believe that the resolution of these matters will have a material adverse effect on our financial condition taken as a whole. Payments made by us are not a reflection of our view on the merits of the case. As we expect to receive refunds of substantially all of the amounts paid pursuant to these notices of assessment, we have recorded substantially all of these payments as non-current receivables from HMRC or the indemnity counterparty, in our financial statements.
Guarantees
We have an investment in 3XSQ Associates, an entity jointly owned by a subsidiary of our company and Rudin Times Square Associates LLC (Rudin), that owns and operates the 3 Times Square office building (the building) in New York, New York. In May 2025, 3XSQ Associates extended the maturity of its 3-year term loan facility from June 2025 for an additional 2 years to June 2027 and reduced the facility to $385 million from $415 million. The facility was obtained in 2022 to refinance existing debt, fund the building’s redevelopment, and cover interest and operating costs during the redevelopment period. The building is pledged as loan collateral. We and Rudin each guarantee 50% of (i) certain principal loan amounts and (ii) interest and operating costs. We and Rudin also jointly and severally guarantee (i) completion of commenced works and (ii) lender losses arising from disallowed acts, environmental or otherwise. To minimize economic exposure to 50% for the joint and several obligations, we and a parent entity of Rudin entered into a cross-indemnification arrangement. We believe the value of the building is expected to be sufficient to cover obligations that could arise from the guarantees. The guarantees do not impact our ability to borrow funds under our $2.0 billion syndicated credit facility or the related covenant calculation.
For additional information, please see the “Risk Factors” section of our 2024 annual report, which contains further information on risks related to legal and tax matters.
Outlook
The information in this section is forward-looking and should be read in conjunction with the section entitled “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results”.
We originally communicated our 2025 full-year outlook in February 2025 and last updated it in August 2025 to reflect lower depreciation and amortization of computer software and net interest expense. In November 2025, we reaffirmed our August 2025 updated full-year outlook for all measures. Our total revenue growth and organic revenue growth are trending towards the lower-end of the 3.0% to 3.5% and 7.0% to 7.5% ranges, respectively. The organic revenue growth outlook for our "Big 3" segments remains at approximately 9%.
The following table sets forth our 2025 outlook and our full-year 2024 actual results, which includes non-IFRS financial measures. Our outlook assumes constant currency rates relative to 2024 and does not factor in the impact of any future acquisitions or dispositions that may occur during the remainder of the year.
We believe this type of guidance provides useful insight into the anticipated performance of our business.
We continue to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth and an evolving interest rate and inflationary backdrop. Any worsening of the global economic or business environment, among other factors, could impact our ability to achieve our outlook.
| Total Thomson Reuters | 2024 Actual | 2025 Outlook<br>2/6/2025 | 2025 Outlook<br>8/6/2025 | 2025 Outlook<br>11/4/2025 |
|---|---|---|---|---|
| Revenue growth | 7% | 3.0 - 3.5%(2) | Unchanged | Unchanged |
| Organic revenue growth(1) | 7% | 7.0 - 7.5% | Unchanged | Unchanged |
| Adjusted EBITDA margin(1) | 38.2% | ~39% | Unchanged | Unchanged |
| Corporate costs | $105 million | $120 - $130 million | Unchanged | Unchanged |
| Free cash flow(1) | $1.8 billion | ~$1.9 billion | Unchanged | Unchanged |
| Accrued capital expenditures as<br> a percentage of revenues(1) | 8.4% | ~8% | Unchanged | Unchanged |
| Depreciation and amortization of<br> computer software | $731 million | $835 - $855 million | $825 - $835 million | Unchanged |
| Depreciation and amortization of<br> internally developed software | $584 million | $635 - $655 million | $625 - $635 million | Unchanged |
| Amortization of acquired software | $147 million | ~$200 million | Unchanged | Unchanged |
| Net interest expense | $125 million | ~$150 million | ~$130 million | Unchanged |
| Effective tax rate on adjusted earnings(1) | 17.6% | ~19% | Unchanged | Unchanged |
| “Big 3” Segments(1) | 2024 Actual | 2025 Outlook<br>2/6/2025 | 2025 Outlook<br>8/6/2025 | 2025 Outlook<br>11/4/2025 |
| --- | --- | --- | --- | --- |
| Revenue growth | 8% | ~4%(2) | Unchanged | Unchanged |
| Organic revenue growth | 9% | ~ 9% | Unchanged | Unchanged |
| Adjusted EBITDA margin | 42.1% | ~43% | Unchanged | Unchanged |
- Non-IFRS financial measures. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.
- Total revenue growth reflects the impact of the disposals of FindLaw and other non-core businesses in December 2024.
We expect our fourth-quarter 2025 organic revenue growth to be approximately 7%, including approximately 9% organic revenue growth for the "Big 3" segments, and our adjusted EBITDA margin to be approximately 39%.
Updated 2026 Financial Framework
In November 2025, we updated our full-year 2026 financial framework provided on February 6, 2025. We now expect adjusted EBITDA margin expansion of approximately 100bp, up from the prior view of 50bp or more, and also expect free cash flow of approximately $2.1 billion, which is the high end of the prior $2.0 to $2.1 billion range.
All other measures in the 2026 financial framework remain unchanged from those announced on February 6, 2025. We continue to target an organic revenue growth range of 7.5% to 8.0%, driven by an approximately 9.5% organic growth rate for the "Big 3" segments. We anticipate accrued capital expenditures as a percentage of revenues to be approximately 8%, and an effective tax rate of approximately 19%.
The updated financial framework assumes constant currency rates relative to 2024 and does not factor in the impact of any future acquisitions or dispositions that may occur during this time horizon.
The following table summarizes our material assumptions and risks that may cause actual performance to differ from our expectations underlying our 2025 financial outlook and 2026 financial framework.
| Revenues | |
|---|---|
| Material assumptions | Material risks |
| <ul><li><font>Uncertain macroeconomic and geopolitical conditions will continue to disrupt the economy and cause periods of volatility </font></li><li><font>Continued need for trusted products and services that help customers navigate evolving and complex legal, tax, accounting, regulatory, geopolitical and commercial changes, developments and environments, and for cloud-based digital tools that drive productivity</font></li><li><font>Continued ability to deliver innovative products that meet evolving customer demands</font></li><li><font>Acquisition of new customers through expanded and improved digital platforms, simplification of the product portfolio and through other sales initiatives</font></li><li><font>Improvement in customer retention through commercial simplification efforts and customer service improvements</font></li></ul> | <ul><li><font>Ongoing geopolitical and macroeconomic uncertainty continue to impact the global economy. The severity and duration of this uncertainty could lead to lower demand for our products and services (beyond our assumption that these disruptions will cause periods of volatility)</font></li><li><font>Uncertainty in the legal regulatory regime relating to AI. Potential future legislation may make it harder for us to conduct business using AI, lead to regulatory fines or penalties, require us to change product offerings or business practices, or prevent or limit our use of AI</font></li><li><font>Demand for our products and services could be reduced by changes in customer buying patterns, or our inability to execute on key product design or customer support initiatives</font></li><li><font>Competitive pricing actions and product innovation could impact our revenues</font></li><li><font>Our sales, commercial simplification and product design initiatives may be insufficient to retain customers or generate new sales</font></li></ul> |
| Adjusted EBITDA margin | |
| Material assumptions | Material risks |
| <ul><li><font>Our ability to achieve revenue growth targets </font></li><li><font>Business mix continues to shift to higher-growth product offerings</font></li><li><font>Integration expenses associated with recent acquisitions will reduce margins</font></li></ul> | <ul><li><font>Same as the risks above related to the revenue outlook</font></li><li><font>Higher than expected inflation may lead to greater than anticipated increase in labor costs, third-party supplier costs and costs of print materials</font></li><li><font>Acquisition and disposal activity may dilute adjusted EBITDA margin </font></li></ul> |
| Free Cash Flow | |
| Material assumptions | Material risks |
| <ul><li><font>Our ability to achieve our revenue and adjusted EBITDA margin targets </font></li><li><font>Accrued capital expenditures expected to approximate 8% of revenues in 2025 and 2026</font></li></ul> | <ul><li><font>Same as the risks above related to the revenue and adjusted EBITDA margin outlook</font></li><li><font>A weaker macroeconomic environment could negatively impact working capital performance, including the ability of our customers to pay us</font></li><li><font>Accrued capital expenditures may be higher than currently expected</font></li><li><font>The timing and amount of tax payments to governments may differ from our expectations</font></li></ul> |
| Effective tax rate on adjusted earnings | |
| --- | --- |
| Material assumptions | Material risks |
| <ul><li><font>Our ability to achieve our adjusted EBITDA target</font></li><li><font>The mix of taxing jurisdictions where we recognized pre-tax profit or losses in 2024 does not significantly change in 2025 or 2026</font></li><li><font>Minimal changes in currently enacted tax laws and treaties within the jurisdictions where we operate</font></li><li><font>No significant charges or benefits from the finalization of prior tax years</font></li><li><font>Depreciation and amortization of internally developed computer software of $625 - $635 million in 2025</font></li><li><font>Net interest expense of approximately $130 million in 2025</font></li></ul> | <ul><li><font>Same as the risks above related to adjusted EBITDA</font></li><li><font>A material change in the geographical mix of our pre-tax profits and losses </font></li><li><font>A material change in current tax laws or treaties to which we are subject, and did not expect </font></li><li><font>Depreciation and amortization of internally developed computer software as well as net interest expense may be significantly higher or lower than expected </font></li></ul> |
Our outlook and financial framework contain various non-IFRS financial measures. We believe that providing reconciliations of forward-looking non-IFRS financial measures in our outlook would be potentially misleading and not practical due to the difficulty of projecting items that are not reflective of ongoing operations in any future period. The magnitude of these items may be significant. Consequently, for purposes of our outlook and financial framework only, we are unable to reconcile these measures to the most comparable IFRS measures because we cannot predict, with reasonable certainty, the impact of changes in foreign exchange rates which impact (i) the translation of our results reported at average foreign currency rates for the year and (ii) other finance income or expense related to intercompany financing arrangements. Additionally, we cannot reasonably predict the occurrence or amount of other operating gains and losses, which generally arise from business transactions we do not currently anticipate.
Related Party Transactions
As of November 3, 2025, our principal shareholder, Woodbridge (together with its affiliates), beneficially owned approximately 70% of our common shares.
Transactions with 3XSQ Associates
In the nine months ended September 30, 2025, we contributed $5 million in cash pursuant to a capital call and made an $18 million in-kind contribution representing the fair value of guarantees provided in connection with a $385 million loan facility obtained by 3XSQ Associates (see the "Guarantees" section of this management’s discussion and analysis for additional information).
Except for the above transactions, there were no new significant related party transactions during the first nine months of 2025. Refer to the “Related Party Transactions” section of our 2024 annual management’s discussion and analysis, which is contained in our 2024 annual report, as well as note 32 of our 2024 annual consolidated financial statements for information regarding related party transactions.
Changes in Accounting Policies
Please refer to the “Changes in Accounting Policies” section of our 2024 annual management’s discussion and analysis, which is contained in our 2024 annual report, as well as note 1 of our consolidated interim financial statements for the three and nine months ended September 30, 2025, for information regarding changes in accounting policies and recent accounting pronouncements.
Critical Accounting Estimates and Judgments
The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Please refer to the “Critical Accounting Estimates and Judgments” section of our 2024 annual management’s discussion and analysis, which is contained in our 2024 annual report, for additional information. Since the date of our 2024 annual management’s discussion and analysis, there have not been any significant changes to our critical accounting estimates and judgments.
We continue to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth and an evolving interest rate and inflationary backdrop, among other factors. While we are closely monitoring these conditions to assess potential impacts on our businesses, some of management’s estimates and judgments may be more variable and may change materially in the future due to the significant uncertainty created by these circumstances.
Additional Information
Disclosure controls and procedures
Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in applicable U.S. and Canadian securities law) as of the end of the period covered by this management’s discussion and analysis, have concluded that our disclosure controls and procedures were effective to ensure that all information that we are required to disclose in reports that we file or furnish under the U.S. Securities Exchange Act and applicable Canadian securities law is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and Canadian securities regulatory authorities; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
There was no change in our internal control over financial reporting during the third quarter of 2025 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Share capital
As of November 3, 2025, we had outstanding 444,842,487 common shares, 6,000,000 Series II preference shares, 1,235,919 stock options and a total of 1,357,256 time-based restricted share units and performance restricted share units. We have also issued a Thomson Reuters Founders Share which enables Thomson Reuters Founders Share Company to exercise extraordinary voting power to safeguard the Thomson Reuters Trust Principles.
Public securities filings and regulatory announcements
You may access other information about our company, including our 2024 annual report (which contains information required in an annual information form) and our other disclosure documents, reports, statements or other information that we file with the Canadian securities regulatory authorities through SEDAR+ at sedarplus.ca and in the United States with the SEC at sec.gov.
Cautionary note concerning factors that may affect future results
Certain statements in this management’s discussion and analysis are forward-looking, including, but not limited to, the 2025 business outlook, the 2026 financial framework, the Company’s expectations regarding the impact of tax legislation in Canada and the U.S., statements related to the Company’s intentions to target a dividend payout ratio of between 50% to 60% of its free cash flow, to return at least 75% of free cash flow annually in the form of dividends and share repurchases, as well as its target to earn a ROIC that is double or more of its weighted-average cost of capital over time, the Company’s expectations regarding refunds on amounts paid to HMRC, and other expectations regarding its liquidity and capital resources including its ability to refinance its current debt obligations. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While we believe that we have a reasonable basis for making forward-looking statements in this management’s discussion and analysis, they are not a guarantee of future performance or outcomes or that any other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond the Company’s control and the effects of them can be difficult to predict. In particular, the full extent of the impact of macroeconomic and geopolitical environment on the Company’s business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict.
Certain factors that could cause actual results or events to differ materially from current expectations are discussed in the “Outlook” section above. Additional factors are discussed in the “Risk Factors” section of our 2024 annual report and in materials that we from time to time file with, or furnish to, the Canadian securities regulatory authorities and the U.S. SEC. Many of those risks are, and could be, exacerbated by a worsening of the global geopolitical, business and economic environments. There is no assurance that any forward-looking statement will materialize.
The Company's business outlook and financial framework are based on information currently available to the Company and are based on various external and internal assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate under the circumstances.
The Company has provided a business outlook and financial framework for the purpose of presenting information about current expectations for the periods presented. This information may not be appropriate for other purposes. You are cautioned not to place undue reliance on forward-looking statements which reflect expectations only as of the date of this management’s discussion and analysis. Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.
Appendix A
Non-IFRS Financial Measures
We use non-IFRS financial measures, which include ratios that incorporate one or more non-IFRS financial measures, as supplemental indicators of our operating performance and financial position as well as for internal planning purposes, our management incentive programs and our business outlook. These measures do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies. We modified our definition of net debt to account for interest rate swap arrangements entered into during the third quarter of 2025. The change did not have a material impact on our calculation of net debt.
The following table sets forth our non-IFRS financial measures including an explanation of why we believe they are useful measures of our performance. Reconciliations to the most directly comparable IFRS measure are reflected in Appendix B of this management’s discussion and analysis.
| How We Define It | Why We Use It and Why It Is Useful to Investors | Most Directly Comparable IFRS Measure | |
|---|---|---|---|
| Adjusted EBITDA and the related margin | |||
| Represents earnings or losses from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of computer software and other identifiable intangible assets, our share of post-tax earnings or losses in equity method investments, other operating gains and losses, certain asset impairment charges and fair value adjustments, including those related to acquired deferred revenue.<br><br>The related margin is adjusted EBITDA expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue. | Provides a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.<br><br>Also represents a measure commonly reported and widely used by investors as a valuation metric, as well as to assess our ability to incur and service debt. | Earnings from continuing operations | |
| Adjusted EBITDA less accrued capital expenditures and the related margin | |||
| Represents adjusted EBITDA less accrued capital expenditures, where accrued capital expenditures include amounts that remain unpaid at the reporting date.<br><br>The related margin is adjusted EBITDA less accrued capital expenditures expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue. | Provides a basis for evaluating the operating profitability and capital intensity of a business in a single measure. This measure captures investments regardless of whether they are expensed or capitalized, and reflects the basis on which management measures capital spending. | Earnings from continuing operations | |
| Accrued capital expenditures as a percentage of revenues | |||
| Accrued capital expenditures expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue. | Reflects the basis on how we manage capital expenditures for internal budgeting purposes. | Capital expenditures | |
| How We Define It | Why We Use It and Why It Is Useful to Investors | Most Directly Comparable IFRS Measure | |
| --- | --- | --- | |
| Adjusted earnings and adjusted EPS | |||
| --- | --- | --- | |
| Net earnings or loss including dividends declared on preference shares but excluding the post-tax impacts of fair value adjustments, including those related to acquired deferred revenue, amortization of acquired intangible assets (attributable to other identifiable intangible assets and acquired computer software), other operating gains and losses, certain asset impairment charges, other finance costs or income, our share of post-tax earnings or losses in equity method investments, discontinued operations and other items affecting comparability. Acquired intangible assets contribute to the generation of revenues from acquired companies, which are included in our computation of adjusted earnings.<br><br>The post-tax amount of each item is excluded from adjusted earnings based on the specific tax rules and tax rates associated with the nature and jurisdiction of each item. | Provides a more comparable basis to analyze earnings.<br><br>These measures are commonly used by shareholders to measure performance. | Net earnings and diluted EPS | |
| Adjusted EPS is calculated from adjusted earnings using diluted weighted-average shares and does not represent actual earnings or loss per share attributable to shareholders. | |||
| Effective tax rate on adjusted earnings | |||
| Adjusted tax expense divided by pre-tax adjusted earnings. Adjusted tax expense is computed as income tax (benefit) expense plus or minus the income tax impacts of all items impacting adjusted earnings (as described above), and other tax items impacting comparability.<br><br>In interim periods, we also make an adjustment to reflect income taxes based on the estimated full-year effective tax rate. Earnings or losses for interim periods under IFRS reflect income taxes based on the estimated effective tax rates of each of the jurisdictions in which we operate. The non-IFRS adjustment reallocates estimated full-year income taxes between interim periods but has no effect on full-year income taxes. | Provides a basis to analyze the effective tax rate associated with adjusted earnings.<br><br><br><br><br><br><br><br><br><br><br><br>Our effective tax rate computed in accordance with IFRS may be more volatile by quarter because the geographical mix of pre-tax profits and losses in interim periods may be different from that for the full year. Therefore, we believe that using the expected full-year effective tax rate provides more comparability among interim periods. | Tax (expense) benefit | |
| How We Define It | Why We Use It and Why It Is Useful to Investors | Most Directly Comparable IFRS Measure | |
| --- | --- | --- | |
| Net debt and leverage ratio of net debt to adjusted EBITDA | |||
| --- | --- | --- | |
| Net debt:<br><br>Total debt, plus related hedging instruments and collateral balances, along with lease liabilities, excluding unamortized transaction costs and any premiums or discounts on debt, minus cash and cash equivalents. We exclude specific hedging components to reflect the net cash outflow upon debt maturity. | Provides a commonly used measure of a company’s leverage.<br><br><br><br>Given that we hedge some of our debt to manage risk, we include hedging instruments as we believe it provides a better measure of the total obligation associated with our outstanding debt. Since we plan to hold our debt and related hedges until maturity, the net debt calculation is adjusted to reflect the net cash outflow at maturity, after deducting cash and cash equivalents. | Total debt (current indebtedness plus long-term indebtedness) | |
| Net debt to adjusted EBITDA:<br><br>Net debt is divided by adjusted EBITDA for the previous twelve-month period ending with the current fiscal quarter. | Provides a commonly used measure of a company’s ability to pay its debt. Our non-IFRS measure is aligned with the calculation of our internal maximum leverage ratio and is more conservative than the maximum ratio allowed under the contractual covenants in our credit facility. | For adjusted EBITDA, refer to the definition above for the most directly comparable IFRS measure | |
| Free cash flow | |||
| Net cash provided by operating activities and other investing activities, less capital expenditures, payments of lease principal and dividends paid on our preference shares. | Helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common dividends and fund share repurchases and acquisitions. | Net cash provided by operating activities | |
| Changes before the impact of foreign currency or at “constant currency” | |||
| Applicable measures where changes are reported before the impact of foreign currency or at “constant currency”<br><br>IFRS Measures:<br><ul><li><font>Revenues</font></li><li><font>Operating expenses</font></li></ul><br>Non-IFRS Measures and ratios:<br><ul><li><font>Adjusted EBITDA and adjusted EBITDA margin</font></li><li><font>Adjusted EPS </font></li></ul><br>Our reporting currency is the U.S. dollar. However, we conduct activities in currencies other than the U.S. dollar. We measure our performance before the impact of foreign currency (or at “constant currency” or excluding the effects of currency), which is determined by converting the current and equivalent prior period’s local currency results using the same foreign currency exchange rate. | Provides better comparability of business trends from period to period. | For each non-IFRS measure and ratio, refer to the definitions above for the most directly comparable IFRS measure. | |
| How We Define It | Why We Use It and Why It Is Useful to Investors | Most Directly Comparable IFRS Measure | |
| --- | --- | --- | |
| Changes in revenues computed on an “organic” basis | |||
| --- | --- | --- | |
| Represent changes in revenues of our existing businesses at constant currency. The metric excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods.<br><ul><li><font>For acquisitions, we calculate organic growth as though we had owned the acquired business in both periods. We compare revenues for the acquired business for the period we owned the business to the same prior-year period revenues for that business, when we did not own it.</font></li><li><font>For dispositions, we calculate organic growth only for the time we owned the business in the current period, compared to the same period in the prior year. </font></li></ul> | Provides further insight into the performance of our existing businesses by excluding distortive impacts and serves as a better measure of our ability to grow our business over the long term. | Revenues | |
| “Big 3” segments | |||
| Our combined Legal Professionals, Corporates and Tax & Accounting Professionals segments. All measures reported for the “Big 3” segments are non-IFRS financial measures. | The “Big 3” segments comprise approximately 80% of revenues and represent the core of our business information service product offerings. | Revenues<br><br>Earnings from continuing operations |
Appendix B
This appendix provides reconciliations of our non-IFRS financial measures to the most directly comparable IFRS measure for the three and nine months ended September 30, 2025 and 2024, and year ended December 31, 2024.
Rounding
Other than EPS, we report our results in millions of U.S. dollars, but we compute percentage changes and margins using whole dollars to be more precise. As a result, percentages and margins calculated from reported amounts may differ from those presented, and growth components may not total due to rounding.
Reconciliation of earnings from continuing operations to adjusted EBITDA and adjusted EBITDA less accrued capital expenditures
| Three months ended<br>September 30, | Nine months ended<br>September 30, | Year ended<br>December 31, | |||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | 2024 |
| Earnings from continuing operations | 428 | 277 | 1,150 | 1,585 | 2,192 |
| Adjustments to remove: | |||||
| Tax expense (benefit) | 121 | 77 | 265 | (258) | (123) |
| Other finance (income) costs | (7) | 32 | 51 | 8 | (45) |
| Net interest expense | 38 | 21 | 103 | 97 | 125 |
| Amortization of other identifiable intangible assets | 24 | 21 | 73 | 69 | 91 |
| Amortization of computer software | 182 | 151 | 534 | 458 | 618 |
| Depreciation | 28 | 30 | 83 | 87 | 113 |
| EBITDA | 814 | 609 | 2,259 | 2,046 | 2,971 |
| Adjustments to remove: | |||||
| Share of post-tax losses (earnings) in equity <br> method investments | 13 | 8 | 23 | (45) | (40) |
| Other operating (gains) losses, net | (160) | (10) | (162) | 60 | (144) |
| Fair value adjustments(1) | 5 | 2 | 39 | - | (8) |
| Adjusted EBITDA | 672 | 609 | 2,159 | 2,061 | 2,779 |
| Deduct: Accrued capital expenditures | (165) | (155) | (460) | (437) | (609) |
| Adjusted EBITDA less accrued capital <br> expenditures | 507 | 454 | 1,699 | 1,624 | 2,170 |
| Adjusted EBITDA margin | 37.7% | 35.3% | 39.3% | 38.5% | 38.2% |
| Adjusted EBITDA less accrued capital <br> expenditures margin | 28.4% | 26.2% | 31.0% | 30.3% | 29.9% |
- Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business, a component of operating expenses, as well as adjustments related to acquired deferred revenue.
Reconciliation of capital expenditures to accrued capital expenditures
| Three months ended<br>September 30, | Nine months ended<br>September 30, | Year ended<br>December 31, | |||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | 2024 |
| Capital expenditures | 162 | 149 | 476 | 446 | 607 |
| Remove: IFRS adjustment to cash basis | 3 | 6 | (16) | (9) | 2 |
| Accrued capital expenditures | 165 | 155 | 460 | 437 | 609 |
| Accrued capital expenditures as a percentage of <br> revenues | n/a | n/a | n/a | n/a | 8.4% |
Reconciliation of net earnings to adjusted earnings and adjusted EPS
| Three months ended<br>September 30, | Nine months ended<br>September 30, | Year ended<br>December 31, | |||
|---|---|---|---|---|---|
| (millions of U.S. dollars, except per share amounts and <br> share data) | 2025 | 2024 | 2025 | 2024 | 2024 |
| Net earnings | 423 | 301 | 1,170 | 1,620 | 2,207 |
| Adjustments to remove: | |||||
| Fair value adjustments(1) | 5 | 2 | 39 | - | (8) |
| Amortization of acquired computer software | 52 | 34 | 153 | 109 | 147 |
| Amortization of other identifiable intangible assets | 24 | 21 | 73 | 69 | 91 |
| Other operating (gains) losses, net | (160) | (10) | (162) | 60 | (144) |
| Other finance (income) costs | (7) | 32 | 51 | 8 | (45) |
| Share of post-tax losses (earnings) in equity <br> method investments | 13 | 8 | 23 | (45) | (40) |
| Tax on above items(2) | 16 | (5) | (30) | (45) | (9) |
| Tax items impacting comparability(2) | 11 | (2) | (9) | (483) | (478) |
| Loss (earnings) from discontinued operations, net <br> of tax | 5 | (24) | (20) | (35) | (15) |
| Interim period effective tax rate normalization(2) | 2 | 3 | (2) | (7) | - |
| Dividends declared on preference shares | (1) | (1) | (3) | (4) | (5) |
| Adjusted earnings(3) | 383 | 359 | 1,283 | 1,247 | 1,701 |
| Adjusted EPS(3) | $0.85 | $0.80 | $2.85 | $2.76 | $3.77 |
| Diluted weighted-average common shares <br> (millions) | 450.3 | 450.5 | 450.8 | 451.4 | 451.2 |
- Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business, which are a component of operating expenses, as well as adjustments related to acquired deferred revenue.
- For three and nine months ended September 30, 2025 and 2024, see the “Results of Operations - Tax expense (benefit)” section of this management’s discussion and analysis for additional information.
- The adjusted earnings impact of non-controlling interests, which was applicable to the nine months ended September 30, 2024 and year ended December 31, 2024, was not material.
Reconciliation of full-year effective tax rate on adjusted earnings
| Year ended<br>December 31, | |
|---|---|
| (millions of U.S. dollars) | 2024 |
| Adjusted earnings | 1,701 |
| Plus: Dividends declared on preference shares | 5 |
| Plus: Tax expense on adjusted earnings | 364 |
| Pre-tax adjusted earnings | 2,070 |
| IFRS tax benefit | (123) |
| Remove tax related to: | |
| Amortization of acquired computer software | 33 |
| Amortization of other identifiable intangible assets | 22 |
| Share of post-tax earnings in equity method investments | (7) |
| Other finance income | 19 |
| Other operating gains, net | (56) |
| Other items | (2) |
| Subtotal - Remove tax benefit on pre-tax items removed from adjusted earnings | 9 |
| Remove: Tax items impacting comparability | 478 |
| Total - Remove all items impacting comparability | 487 |
| Tax expense on adjusted earnings | 364 |
| Effective tax rate on adjusted earnings | 17.6% |
Reconciliation of net cash provided by operating activities to free cash flow
| Three months ended<br>September 30, | Nine months ended<br>September 30, | Year ended<br>December 31, | |||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | 2024 |
| Net cash provided by operating activities | 704 | 756 | 1,895 | 1,893 | 2,457 |
| Capital expenditures | (162) | (149) | (476) | (446) | (607) |
| Other investing activities | - | - | 1 | 6 | 46 |
| Payments of lease principal | (15) | (15) | (48) | (46) | (63) |
| Dividends paid on preference shares | (1) | (1) | (3) | (4) | (5) |
| Free cash flow | 526 | 591 | 1,369 | 1,403 | 1,828 |
Reconciliation of net debt and leverage ratio of net debt to adjusted EBITDA
| September 30, | December 31, | ||
|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | |
| Current indebtedness | 838 | 973 | |
| Long-term indebtedness | 1,338 | 1,847 | |
| Total debt | 2,176 | 2,820 | |
| Swaps | 8 | 21 | |
| Total debt after swaps | 2,184 | 2,841 | |
| Remove fair value adjustments for hedges | (2) | 5 | |
| Total debt after hedging arrangements | 2,182 | 2,846 | |
| Remove transaction costs, premiums or discounts, included in the carrying value of debt | 27 | 22 | |
| Add: Lease liabilities (current and non-current) | 240 | 256 | |
| Less: Cash and cash equivalents | (618) | (1,968) | |
| Net debt | 1,831 | 1,156 | |
| Leverage ratio of net debt to adjusted EBITDA | |||
| Adjusted EBITDA | 2,877 | 2,779 | |
| Net debt/adjusted EBITDA | 0.6:1 | 0.4:1 |
Reconciliation of changes in revenues to changes in revenues excluding the effects of foreign currency (constant currency) as well as acquisitions/disposals (organic basis)
| Three months ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Change | |||||||||
| (millions of U.S. dollars) | 2025 | 2024 | Total | Foreign<br>Currency | Subtotal<br>Constant<br>Currency | Net<br>Acquisitions/<br>(Disposals) | Organic | ||
| Revenues | |||||||||
| Legal Professionals | 728 | 745 | (2%) | - | (2%) | (11%) | 9% | ||
| Corporates | 478 | 437 | 10% | 1% | 9% | - | 9% | ||
| Tax & Accounting Professionals | 251 | 221 | 13% | (2%) | 15% | 5% | 10% | ||
| "Big 3" Segments Combined | 1,457 | 1,403 | 4% | - | 4% | (5%) | 9% | ||
| Reuters News | 207 | 199 | 4% | 1% | 4% | 1% | 3% | ||
| Global Print | 124 | 128 | (4%) | - | (4%) | - | (4%) | ||
| Eliminations/Rounding | (6) | (6) | |||||||
| Total Revenues | 1,782 | 1,724 | 3% | - | 3% | (4%) | 7% | ||
| Recurring Revenues | |||||||||
| Legal Professionals | 709 | 721 | (2%) | - | (2%) | (11%) | 9% | ||
| Corporates | 423 | 390 | 8% | 1% | 8% | (2%) | 9% | ||
| Tax & Accounting Professionals | 183 | 170 | 7% | (2%) | 9% | - | 9% | ||
| "Big 3" Segments Combined | 1,315 | 1,281 | 3% | - | 3% | (7%) | 9% | ||
| Reuters News | 178 | 167 | 7% | - | 7% | 1% | 6% | ||
| Eliminations/Rounding | (6) | (6) | |||||||
| Total Recurring Revenues | 1,487 | 1,442 | 3% | - | 3% | (6%) | 9% | ||
| Transactions Revenues | |||||||||
| Legal Professionals | 19 | 24 | (21%) | 1% | (22%) | (25%) | 3% | ||
| Corporates | 55 | 47 | 18% | - | 19% | 14% | 5% | ||
| Tax & Accounting Professionals | 68 | 51 | 35% | (1%) | 36% | 24% | 12% | ||
| "Big 3" Segments Combined | 142 | 122 | 18% | - | 18% | 10% | 8% | ||
| Reuters News | 29 | 32 | (11%) | 1% | (13%) | 1% | (14%) | ||
| Total Transactions Revenues | 171 | 154 | 12% | - | 11% | 8% | 4% | ||
| Nine months ended September 30, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | ||
| Change | |||||||||
| (millions of U.S. dollars) | 2025 | 2024 | Total | Foreign<br>Currency | Subtotal<br>Constant<br>Currency | Net<br>Acquisitions/<br>(Disposals) | Organic | ||
| Revenues | |||||||||
| Legal Professionals | 2,130 | 2,193 | (3%) | - | (3%) | (11%) | 8% | ||
| Corporates | 1,491 | 1,386 | 8% | - | 8% | (1%) | 9% | ||
| Tax & Accounting Professionals | 888 | 799 | 11% | (2%) | 13% | 3% | 11% | ||
| "Big 3" Segments Combined | 4,509 | 4,378 | 3% | - | 3% | (6%) | 9% | ||
| Reuters News | 621 | 614 | 1% | 1% | 1% | - | - | ||
| Global Print | 354 | 375 | (6%) | - | (5%) | - | (5%) | ||
| Eliminations/Rounding | (17) | (18) | |||||||
| Total Revenues | 5,467 | 5,349 | 2% | - | 2% | (4%) | 7% | ||
| Recurring Revenues | |||||||||
| Legal Professionals | 2,073 | 2,121 | (2%) | - | (2%) | (11%) | 9% | ||
| Corporates | 1,236 | 1,142 | 8% | - | 8% | (2%) | 10% | ||
| Tax & Accounting Professionals | 580 | 548 | 6% | (3%) | 9% | - | 9% | ||
| "Big 3" Segments Combined | 3,889 | 3,811 | 2% | - | 2% | (7%) | 9% | ||
| Reuters News | 529 | 495 | 7% | - | 7% | - | 6% | ||
| Eliminations/Rounding | (17) | (18) | |||||||
| Total Recurring Revenues | 4,401 | 4,288 | 3% | - | 3% | (6%) | 9% | ||
| Transactions Revenues | |||||||||
| Legal Professionals | 57 | 72 | (21%) | 1% | (22%) | (19%) | (3%) | ||
| Corporates | 255 | 244 | 5% | - | 5% | - | 5% | ||
| Tax & Accounting Professionals | 308 | 251 | 23% | (1%) | 23% | 9% | 14% | ||
| "Big 3" Segments Combined | 620 | 567 | 9% | - | 9% | 1% | 9% | ||
| Reuters News | 92 | 119 | (23%) | 2% | (24%) | - | (25%) | ||
| Total Transactions Revenues | 712 | 686 | 4% | - | 4% | 1% | 3% | ||
| Year ended December 31, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Change | |||||||||
| (millions of U.S. dollars) | 2024 | 2023 | Total | Foreign<br>Currency | Subtotal<br>Constant<br>Currency | Net<br>Acquisitions/<br>(Disposals) | Organic | ||
| Revenues | |||||||||
| Legal Professionals | 2,922 | 2,807 | 4% | - | 4% | (3%) | 7% | ||
| Corporates | 1,844 | 1,620 | 14% | - | 14% | 4% | 10% | ||
| Tax & Accounting Professionals | 1,165 | 1,058 | 10% | (1%) | 11% | 1% | 10% | ||
| "Big 3" Segments Combined | 5,931 | 5,485 | 8% | - | 8% | - | 9% | ||
| Reuters News | 832 | 769 | 8% | - | 8% | 2% | 6% | ||
| Global Print | 519 | 562 | (8%) | - | (7%) | - | (7%) | ||
| Eliminations/Rounding | (24) | (22) | |||||||
| Total Revenues | 7,258 | 6,794 | 7% | - | 7% | - | 7% |
Reconciliation of changes in adjusted EBITDA and the related margin, consolidated operating expenses and adjusted EPS, excluding the effects of foreign currency
| Three months ended September 30, | |||||
|---|---|---|---|---|---|
| Change | |||||
| (millions of U.S. dollars, except per share amounts) | 2025 | 2024 | Total | Foreign<br>Currency | Constant<br>Currency |
| Adjusted EBITDA | |||||
| Legal Professionals | 354 | 334 | 6% | 1% | 5% |
| Corporates | 174 | 162 | 8% | 1% | 7% |
| Tax & Accounting Professionals | 78 | 59 | 32% | - | 33% |
| "Big 3" Segments Combined | 606 | 555 | 9% | 1% | 8% |
| Reuters News | 42 | 40 | 1% | - | 2% |
| Global Print | 46 | 43 | 8% | 2% | 6% |
| Corporate costs | (22) | (29) | n/a | n/a | n/a |
| Total Adjusted EBITDA | 672 | 609 | 10% | 1% | 9% |
| Adjusted EBITDA Margin | |||||
| Legal Professionals | 48.7% | 44.9% | 380bp | 50bp | 330bp |
| Corporates | 36.5% | 36.8% | (30)bp | 20bp | (50)bp |
| Tax & Accounting Professionals | 31.2% | 26.8% | 440bp | 30bp | 410bp |
| "Big 3" Segments Combined | 41.7% | 39.5% | 220bp | 40bp | 180bp |
| Reuters News | 19.9% | 20.4% | (50)bp | (20)bp | (30)bp |
| Global Print | 37.1% | 33.1% | 400bp | 70bp | 330bp |
| Total Adjusted EBITDA Margin | 37.7% | 35.3% | 240bp | 20bp | 220bp |
| Operating expenses | 1,115 | 1,117 | - | - | - |
| Adjusted EPS | $0.85 | $0.80 | 6% | 1% | 5% |
| Nine months ended September 30, | |||||
| --- | --- | --- | --- | --- | --- |
| Change | |||||
| (millions of U.S. dollars, except per share amounts) | 2025 | 2024 | Total | Foreign<br>Currency | Constant<br>Currency |
| Adjusted EBITDA | |||||
| Legal Professionals | 1,029 | 1,003 | 3% | 1% | 2% |
| Corporates | 556 | 518 | 7% | 1% | 7% |
| Tax & Accounting Professionals | 401 | 331 | 21% | (1%) | 22% |
| "Big 3" Segments Combined | 1,986 | 1,852 | 7% | 1% | 7% |
| Reuters News | 126 | 151 | (17%) | 1% | (17%) |
| Global Print | 131 | 133 | (2%) | 1% | (2%) |
| Corporate costs | (84) | (75) | n/a | n/a | n/a |
| Total Adjusted EBITDA | 2,159 | 2,061 | 5% | - | 4% |
| Adjusted EBITDA Margin | |||||
| Legal Professionals | 48.3% | 45.7% | 260bp | 50bp | 210bp |
| Corporates | 37.3% | 37.2% | 10bp | 20bp | (10)bp |
| Tax & Accounting Professionals | 44.2% | 41.5% | 270bp | 40bp | 230bp |
| "Big 3" Segments Combined | 43.9% | 42.3% | 160bp | 40bp | 120bp |
| Reuters News | 20.2% | 24.6% | (440)bp | - | (440)bp |
| Global Print | 37.0% | 35.5% | 150bp | 40bp | 110bp |
| Total Adjusted EBITDA Margin | 39.3% | 38.5% | 80bp | 10bp | 70bp |
| Operating expenses | 3,347 | 3,288 | 2% | - | 2% |
| Adjusted EPS | $2.85 | $2.76 | 3% | - | 3% |
“Big 3” segments and consolidated adjusted EBITDA and the related margins
| (millions of U.S. dollars) | 2024 |
| Adjusted EBITDA | |
| Legal Professionals | 1,302 |
| Corporates | 671 |
| Tax & Accounting Professionals | 527 |
| "Big 3" Segments Combined | 2,500 |
| Reuters News | 196 |
| Global Print | 188 |
| Corporate costs | (105) |
| Total Adjusted EBITDA | 2,779 |
| "Big 3" Segments Combined | |
| Adjusted EBITDA | 2,500 |
| Revenues, excluding 7 million of fair value adjustments to acquired deferred revenue | 5,938 |
| Adjusted EBITDA margin | 42.1% |
| Consolidated | |
| Adjusted EBITDA | 2,779 |
| Revenues, excluding 9 million of fair value adjustments to acquired deferred revenue | 7,267 |
| Adjusted EBITDA margin | 38.2% |
All values are in US Dollars.
Reconciliation of adjusted EBITDA margin
To compute segment and consolidated adjusted EBITDA margin, we exclude fair value adjustments related to acquired deferred revenue from our IFRS revenues. The chart below reconciles IFRS revenues to revenues used in the calculation of adjusted EBITDA margin, which excludes fair value adjustments related to acquired deferred revenue.
| Three months ended September 30, 2025 | |||||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | IFRS <br>revenues | Remove fair<br>value<br>adjustments<br>to acquired<br>deferred<br>revenue | Revenues<br>excluding <br>fair value<br>adjustments<br>to acquired<br>deferred <br>revenue | Adjusted<br>EBITDA | Adjusted<br>EBITDA<br>margin |
| Legal Professionals | 728 | - | 728 | 354 | 48.7% |
| Corporates | 478 | - | 478 | 174 | 36.5% |
| Tax & Accounting Professionals | 251 | - | 251 | 78 | 31.2% |
| "Big 3" Segments Combined | 1,457 | - | 1,457 | 606 | 41.7% |
| Reuters News | 207 | - | 207 | 42 | 19.9% |
| Global Print | 124 | - | 124 | 46 | 37.1% |
| Eliminations/Rounding | (6) | - | (6) | - | n/a |
| Corporate costs | - | - | - | (22) | n/a |
| Consolidated totals | 1,782 | - | 1,782 | 672 | 37.7% |
| Three months ended September 30, 2024 | |||||
| --- | --- | --- | --- | --- | --- |
| (millions of U.S. dollars) | IFRS <br>revenues | Remove fair<br>value<br>adjustments<br>to acquired<br>deferred<br>revenue | Revenues<br>excluding<br>fair value<br>adjustments<br>to acquired<br>deferred<br>revenue | Adjusted<br>EBITDA | Adjusted<br>EBITDA<br>margin |
| Legal Professionals | 745 | - | 745 | 334 | 44.9% |
| Corporates | 437 | 2 | 439 | 162 | 36.8% |
| Tax & Accounting Professionals | 221 | - | 221 | 59 | 26.8% |
| "Big 3" Segments Combined | 1,403 | 2 | 1,405 | 555 | 39.5% |
| Reuters News | 199 | - | 199 | 40 | 20.4% |
| Global Print | 128 | - | 128 | 43 | 33.1% |
| Eliminations/Rounding | (6) | - | (6) | - | n/a |
| Corporate costs | - | - | - | (29) | n/a |
| Consolidated totals | 1,724 | 2 | 1,726 | 609 | 35.3% |
| Nine months ended September 30, 2025 | |||||
| --- | --- | --- | --- | --- | --- |
| (millions of U.S. dollars) | IFRS <br>revenues | Remove fair<br>value<br>adjustments<br>to acquired<br>deferred<br>revenue | Revenues<br>excluding<br>fair value<br>adjustments<br>to acquired<br>deferred<br>revenue | Adjusted<br>EBITDA | Adjusted<br>EBITDA<br>margin |
| Legal Professionals | 2,130 | - | 2,130 | 1,029 | 48.3% |
| Corporates | 1,491 | - | 1,491 | 556 | 37.3% |
| Tax & Accounting Professionals | 888 | 20 | 908 | 401 | 44.2% |
| "Big 3" Segments Combined | 4,509 | 20 | 4,529 | 1,986 | 43.9% |
| Reuters News | 621 | - | 621 | 126 | 20.2% |
| Global Print | 354 | - | 354 | 131 | 37.0% |
| Eliminations/Rounding | (17) | - | (17) | - | n/a |
| Corporate costs | - | - | - | (84) | n/a |
| Consolidated totals | 5,467 | 20 | 5,487 | 2,159 | 39.3% |
| Nine months ended September 30, 2024 | |||||
| --- | --- | --- | --- | --- | --- |
| (millions of U.S. dollars) | IFRS <br>revenues | Remove fair<br>value<br>adjustments<br>to acquired<br>deferred<br>revenue | Revenues<br>excluding<br>fair value<br>adjustments<br>to acquired<br>deferred<br>revenue | Adjusted<br>EBITDA | Adjusted<br>EBITDA<br>margin |
| Legal Professionals | 2,193 | 1 | 2,194 | 1,003 | 45.7% |
| Corporates | 1,386 | 6 | 1,392 | 518 | 37.2% |
| Tax & Accounting Professionals | 799 | - | 799 | 331 | 41.5% |
| "Big 3" Segments Combined | 4,378 | 7 | 4,385 | 1,852 | 42.3% |
| Reuters News | 614 | 1 | 615 | 151 | 24.6% |
| Global Print | 375 | - | 375 | 133 | 35.5% |
| Eliminations/Rounding | (18) | - | (18) | - | n/a |
| Corporate costs | - | - | - | (75) | n/a |
| Consolidated totals | 5,349 | 8 | 5,357 | 2,061 | 38.5% |
Appendix C
Quarterly information (unaudited)
The following table presents a summary of our consolidated operating results for the eight most recent quarters.
| Quarters ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| (millions of U.S. dollars, <br> except per share <br> amounts) | September<br> 30,<br>2025 | June<br> 30,<br>2025 | March<br> 31,<br>2025 | December<br> 31,<br> 2024 | September<br> 30,<br>2024 | June<br> 30,<br> 2024 | March<br> 31,<br>2024 | December<br> 31,<br>2023 |
| Revenues | 1,782 | 1,785 | 1,900 | 1,909 | 1,724 | 1,740 | 1,885 | 1,815 |
| Operating profit | 593 | 436 | 563 | 722 | 415 | 415 | 557 | 558 |
| Earnings from continuing <br> operations | 428 | 297 | 425 | 607 | 277 | 844 | 464 | 650 |
| (Loss) earnings from <br> discontinued operations, net <br> of tax | (5) | 16 | 9 | (20) | 24 | (3) | 14 | 28 |
| Net earnings | 423 | 313 | 434 | 587 | 301 | 841 | 478 | 678 |
| Earnings (loss) attributable to: | ||||||||
| Common shareholders | 423 | 313 | 434 | 587 | 301 | 841 | 481 | 678 |
| Non-controlling interests | - | - | - | - | - | - | (3) | - |
| Basic earnings (loss) per <br> share | ||||||||
| From continuing operations | $0.95 | $0.66 | $0.94 | $1.35 | $0.61 | $1.87 | $1.03 | $1.43 |
| From discontinued <br> operations | (0.01) | 0.03 | 0.02 | (0.05) | 0.06 | (0.01) | 0.03 | 0.06 |
| $0.94 | $0.69 | $0.96 | $1.30 | $0.67 | $1.86 | $1.06 | $1.49 | |
| Diluted earnings (loss) per <br> share | ||||||||
| From continuing operations | $0.95 | $0.66 | $0.94 | $1.34 | $0.61 | $1.87 | $1.03 | $1.43 |
| From discontinued <br> operations | (0.01) | 0.03 | 0.02 | (0.04) | 0.06 | (0.01) | 0.03 | 0.06 |
| $0.94 | $0.69 | $0.96 | $1.30 | $0.67 | $1.86 | $1.06 | $1.49 |
Revenues - Our firmwide revenues do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over a contract term. However, at the segment level, revenues on a consecutive quarter basis can be impacted by seasonality, most notably in our Tax & Accounting Professionals business, where revenues tend to be concentrated in the first and fourth quarters. As most of our business is conducted in U.S. dollars, foreign currency had a minimal impact on our revenues. Our first-quarter 2025 and fourth quarter 2024 revenues reflected growth in recurring revenues and the remaining comparable quarters reflected growth in both recurring and transactions revenues, including acquisitions. These revenue increases were partly offset by disposals, primarily FindLaw in December 2024.
Operating profit - Our operating profit does not tend to be significantly impacted by seasonality. As most of our operating expenses are fixed over the short-to-medium term, we generally become more profitable when our revenues increase. When our revenues decline, we generally become less profitable. The increase in operating profit in third quarter of 2025 reflected an other operating gain on the sale of our remaining minority equity interest in the Elite business and the fourth quarter of 2024 reflected the gains on sales of FindLaw and other non-core businesses.
Net earnings – Net earnings in the third quarter of 2025 reflected a gain on sale of our remaining equity interest in Elite, and the fourth quarter of 2024 included a gain on sale of FindLaw. The second quarter of 2024 included a $468 million tax benefit from the recognition of a deferred tax asset relating to tax legislation enacted in Canada. The fourth quarter of 2023 reflected an approximately $270 million increase in the value of our former investment in LSEG.
Appendix D
Subsidiary Issuer and Guarantor Supplemental Financial Information
The following tables set forth consolidating summary financial information in connection with the full and unconditional guarantee by Thomson Reuters Corporation and three U.S. subsidiary guarantors, which are also indirect 100%-owned and consolidated subsidiaries of Thomson Reuters Corporation (referred to as the Subsidiary Guarantors), of any debt securities issued by TR Finance LLC (referred to as the Subsidiary Issuer) under a trust indenture dated as of March 20, 2025, entered into between Thomson Reuters Corporation, TR Finance LLC, the Subsidiary Guarantors, Computershare Trust Company of Canada and Deutsche Bank Trust Company Americas, and the full and unconditional guarantee by the Subsidiary Guarantors of certain outstanding debt securities issued by Thomson Reuters Corporation under a second amended and restated trust indenture dated as of March 20, 2025, entered into between Thomson Reuters Corporation, the Subsidiary Guarantors, Computershare Trust Company of Canada and Deutsche Bank Trust Company Americas, and any debt securities issued by Thomson Reuters Corporation under a trust indenture to be entered into between Thomson Reuters Corporation, the Subsidiary Guarantors, Computershare Trust Company of Canada and Deutsche Bank Trust Company Americas in connection with any future offering of debt securities issued by Thomson Reuters Corporation and guaranteed by the Subsidiary Guarantors. Guarantees by the Subsidiary Guarantors may be subject to customary release provisions in connection with a merger, consolidation or sale of assets.
TR Finance LLC is an indirect 100%-owned subsidiary of Thomson Reuters Corporation. TR Finance LLC is a financing vehicle for Thomson Reuters Corporation and its consolidated subsidiaries. TR Finance LLC has no independent operations, other than raising debt for use by Thomson Reuters, hedging such debt when appropriate and on-lending funds to companies in the Thomson Reuters group. In connection with each issuance of debt securities by TR Finance LLC to date, TR Finance LLC has loaned the proceeds thereof to, and in connection with each future issuance of debt securities by TR Finance LLC, TR Finance LLC expects that the proceeds thereof will be loaned to the Subsidiary Guarantors, and/or U.S. affiliates that are direct or indirect shareholders of the Subsidiary Guarantors. TR Finance LLC expects to be able to pay interest, premiums, operating expenses and to meet its debt obligations using interest income from the affiliate loans and will be further supported by guarantees provided by the Subsidiary Guarantors and Thomson Reuters Corporation. The ability of TR Finance LLC to pay interest, premiums, operating expenses and to meet its debt obligations depends upon the ability of the Subsidiary Guarantors and/or such other U.S. affiliates to pay interest and meet debt obligations under the affiliate loans and upon the credit support of the Subsidiary Guarantors and Thomson Reuters Corporation. See the “Liquidity and Capital Resources” section of this management’s discussion and analysis for additional information.
The tables below contain condensed consolidating financial information for the following:
- Parent – Thomson Reuters Corporation, the direct or indirect owner of all of its subsidiaries
- Subsidiary Issuer – TR Finance LLC
- Subsidiary Guarantors on a combined basis
- Non-Guarantor Subsidiaries – Other subsidiaries of Thomson Reuters Corporation on a combined basis that will not guarantee TR Finance LLC or Thomson Reuters Corporation debt securities
- Eliminations – Consolidating adjustments
- Thomson Reuters on a consolidated basis
The Subsidiary Guarantors referred to above are comprised of the following indirect 100%-owned and consolidated subsidiaries of Thomson Reuters Corporation:
- Thomson Reuters Applications Inc., which operates part of the Company’s Legal Professionals, Tax & Accounting Professionals and Corporates businesses;
- Thomson Reuters (Tax & Accounting) Inc., which operates part of the Company’s Tax & Accounting Professionals and Corporates businesses; and
- West Publishing Corporation, which operates part of the Company’s Legal Professionals, Corporates and Global Print businesses.
Thomson Reuters Corporation accounts for its investments in subsidiaries using the equity method for purposes of the condensed consolidating financial information. Where subsidiaries are members of a consolidated tax filing group, Thomson Reuters Corporation allocates income tax expense pursuant to the tax sharing agreement among the members of the group, including application of the percentage method whereby members of the consolidated group are reimbursed for losses when they occur, regardless of the ability to use such losses on a standalone basis. We believe that this allocation is a systematic, rational approach for allocation of income tax balances. Adjustments necessary to consolidate the Parent, Subsidiary Guarantors and Non-Guarantor Subsidiaries are reflected in the “Eliminations” column.
This basis of presentation is not intended to present the financial position of Thomson Reuters Corporation and the results of its operations for any purpose other than to comply with the specific requirements for subsidiary issuer and guarantor reporting and should be read in conjunction with our consolidated interim financial statements for the three and nine months ended September 30, 2025, our 2024 annual consolidated financial statements, as well as our 2024 annual management’s discussion and analysis included in our 2024 annual report.
The following condensed consolidating financial information is provided in compliance with the requirements of Section 13.4 of National Instrument 51-102 - Continuous Disclosure Obligations providing for an exemption for certain credit support issuers. The following supplemental financial information is also being provided in accordance with Article 13 of Regulation S-X.
The following condensed consolidating financial information has been prepared in accordance with IFRS, as issued by the IASB and is unaudited.
CONDENSED CONSOLIDATING INCOME STATEMENT
| Three months ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | Parent | Subsidiary<br>Issuer | Subsidiary <br>Guarantors | Non-Guarantor<br>Subsidiaries | Eliminations | Consolidated |
| CONTINUING OPERATIONS | ||||||
| Revenues | - | - | 321 | 1,512 | (51) | 1,782 |
| Operating expenses | - | - | (211) | (955) | 51 | (1,115) |
| Depreciation | - | - | (8) | (20) | - | (28) |
| Amortization of computer software | - | - | (15) | (167) | - | (182) |
| Amortization of other identifiable<br> intangible assets | - | - | (11) | (13) | - | (24) |
| Other operating gains, net | - | - | 54 | 106 | - | 160 |
| Operating profit | - | - | 130 | 463 | - | 593 |
| Finance (costs) income, net: | ||||||
| Net interest expense | (4) | (21) | - | (13) | - | (38) |
| Other finance income (costs) | 33 | (2) | - | (24) | - | 7 |
| Intercompany net interest income<br> (expense) | 24 | 23 | (10) | (37) | - | - |
| Income before tax and equity <br> method investments | 53 | - | 120 | 389 | - | 562 |
| Share of post-tax losses in equity <br> method investments | - | - | - | (13) | - | (13) |
| Share of post-tax earnings in <br> subsidiaries | 375 | - | 100 | 104 | (579) | - |
| Tax expense | (5) | - | (16) | (100) | - | (121) |
| Earnings from continuing operations | 423 | - | 204 | 380 | (579) | 428 |
| Loss from discontinued <br> operations, net of tax | - | - | - | (5) | - | (5) |
| Net earnings | 423 | - | 204 | 375 | (579) | 423 |
| Earnings attributable to: | ||||||
| Common shareholders | 423 | - | 204 | 375 | (579) | 423 |
| Non-controlling interests | - | - | - | - | - | - |
CONDENSED CONSOLIDATING INCOME STATEMENT
| Three months ended September 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | Parent | Subsidiary<br>Issuer | Subsidiary <br>Guarantors | Non-Guarantor<br>Subsidiaries | Eliminations | Consolidated |
| CONTINUING OPERATIONS | ||||||
| Revenues | - | - | 464 | 1,286 | (26) | 1,724 |
| Operating expenses | (4) | - | (351) | (788) | 26 | (1,117) |
| Depreciation | - | - | (11) | (19) | - | (30) |
| Amortization of computer software | - | - | (4) | (147) | - | (151) |
| Amortization of other identifiable<br> intangible assets | - | - | (10) | (11) | - | (21) |
| Other operating (losses) gains, net | (1) | - | 5 | 6 | - | 10 |
| Operating (loss) profit | (5) | - | 93 | 327 | - | 415 |
| Finance (costs) income, net: | ||||||
| Net interest (expense) income | (33) | - | 3 | 9 | - | (21) |
| Other finance income (costs) | 57 | - | - | (89) | - | (32) |
| Intercompany net interest income <br> (expense) | 32 | - | (15) | (17) | - | - |
| Income before tax and equity <br> method investments | 51 | - | 81 | 230 | - | 362 |
| Share of post-tax losses in equity <br> method investments | - | - | - | (8) | - | (8) |
| Share of post-tax earnings (losses) in <br> subsidiaries | 246 | - | (1) | 61 | (306) | - |
| Tax benefit (expense) | 4 | - | (20) | (61) | - | (77) |
| Earnings from continuing operations | 301 | - | 60 | 222 | (306) | 277 |
| Earnings from discontinued <br> operations, net of tax | - | - | - | 24 | - | 24 |
| Net earnings | 301 | - | 60 | 246 | (306) | 301 |
| Earnings attributable to: | ||||||
| Common shareholders | 301 | - | 60 | 246 | (306) | 301 |
| Non-controlling interests | - | - | - | - | - | - |
CONDENSED CONSOLIDATING INCOME STATEMENT
| Nine months ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | Parent | Subsidiary Issuer | Subsidiary <br>Guarantors | Non-Guarantor Subsidiaries | Eliminations | Consolidated |
| CONTINUING OPERATIONS | ||||||
| Revenues | - | - | 1,010 | 4,661 | (204) | 5,467 |
| Operating expenses | (10) | - | (667) | (2,874) | 204 | (3,347) |
| Depreciation | - | - | (22) | (61) | - | (83) |
| Amortization of computer software | - | - | (29) | (505) | - | (534) |
| Amortization of other identifiable<br> intangible assets | - | - | (32) | (41) | - | (73) |
| Other operating gains, net | - | - | 63 | 110 | (11) | 162 |
| Operating (loss) profit | (10) | - | 323 | 1,290 | (11) | 1,592 |
| Finance (costs) income, net: | ||||||
| Net interest (expense) income | (36) | (46) | 2 | (23) | - | (103) |
| Other finance costs | (51) | (2) | - | (30) | 32 | (51) |
| Intercompany net interest income <br> (expense) | 79 | 48 | (34) | (93) | - | - |
| (Loss) income before tax and equity <br> method investments | (18) | - | 291 | 1,144 | 21 | 1,438 |
| Share of post-tax losses in equity <br> method investments | - | - | - | (23) | - | (23) |
| Share of post-tax earnings in <br> subsidiaries | 1,179 | - | 115 | 234 | (1,528) | - |
| Tax benefit (expense) | 9 | - | (57) | (209) | (8) | (265) |
| Earnings from continuing <br> operations | 1,170 | - | 349 | 1,146 | (1,515) | 1,150 |
| Earnings from discontinued <br> operations, net of tax | - | - | - | 20 | - | 20 |
| Net earnings | 1,170 | - | 349 | 1,166 | (1,515) | 1,170 |
| Earnings attributable to: | ||||||
| Common shareholders | 1,170 | - | 349 | 1,166 | (1,515) | 1,170 |
| Non-controlling interests | - | - | - | - | - | - |
CONDENSED CONSOLIDATING INCOME STATEMENT
| Nine months ended September 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | Parent | Subsidiary Issuer | Subsidiary <br>Guarantors | Non-Guarantor Subsidiaries | Eliminations | Consolidated |
| CONTINUING OPERATIONS | ||||||
| Revenues | - | - | 1,500 | 4,214 | (365) | 5,349 |
| Operating expenses | (13) | - | (1,104) | (2,536) | 365 | (3,288) |
| Depreciation | - | - | (29) | (58) | - | (87) |
| Amortization of computer software | - | - | (12) | (446) | - | (458) |
| Amortization of other identifiable <br> intangible assets | - | - | (30) | (39) | - | (69) |
| Other operating losses, net | (1) | - | (22) | (37) | - | (60) |
| Operating (loss) profit | (14) | - | 303 | 1,098 | - | 1,387 |
| Finance (costs) income, net: | ||||||
| Net interest (expense) income | (106) | - | 4 | 5 | - | (97) |
| Other finance (costs) income | (32) | - | 1 | 23 | - | (8) |
| Intercompany net interest income<br> (expense) | 92 | - | (45) | (47) | - | - |
| (Loss) income before tax and equity <br> method investments | (60) | - | 263 | 1,079 | - | 1,282 |
| Share of post-tax earnings in equity<br> method investments | - | - | - | 45 | - | 45 |
| Share of post-tax earnings (losses) in<br> subsidiaries | 1,461 | - | (2) | 199 | (1,658) | - |
| Tax benefit (expense) | 219 | - | (64) | 103 | - | 258 |
| Earnings from continuing operations | 1,620 | - | 197 | 1,426 | (1,658) | 1,585 |
| Earnings from discontinued <br> operations, net of tax | - | - | - | 35 | - | 35 |
| Net earnings | 1,620 | - | 197 | 1,461 | (1,658) | 1,620 |
| Earnings (losses) attributable to: | ||||||
| Common shareholders | 1,620 | - | 197 | 1,464 | (1,658) | 1,623 |
| Non-controlling interests | - | - | - | (3) | - | (3) |
CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION
| September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | Parent | Subsidiary Issuer | Subsidiary <br>Guarantors | Non-Guarantor Subsidiaries | Eliminations | Consolidated |
| ASSETS | ||||||
| Cash and cash equivalents | 6 | - | 90 | 522 | - | 618 |
| Trade and other receivables | - | - | 190 | 863 | - | 1,053 |
| Intercompany receivables | 1,065 | 477 | 552 | 2,794 | (4,888) | - |
| Other financial assets | - | - | 60 | 27 | - | 87 |
| Prepaid expenses and other current <br> assets | - | - | 168 | 260 | - | 428 |
| Current assets | 1,071 | 477 | 1,060 | 4,466 | (4,888) | 2,186 |
| Property and equipment, net | - | - | 143 | 214 | - | 357 |
| Computer software, net | - | - | 165 | 1,515 | - | 1,680 |
| Other identifiable intangible assets, <br> net | - | - | 963 | 2,164 | - | 3,127 |
| Goodwill | - | - | 4,422 | 3,487 | - | 7,909 |
| Equity method investments | - | - | - | 203 | - | 203 |
| Other financial assets | 135 | - | 1 | 306 | - | 442 |
| Other non-current assets | - | - | 81 | 548 | - | 629 |
| Intercompany receivables | - | 1,267 | 2 | - | (1,269) | - |
| Investments in subsidiaries | 13,707 | - | 314 | 4,948 | (18,969) | - |
| Deferred tax | 250 | - | - | 1,067 | - | 1,317 |
| Total assets | 15,163 | 1,744 | 7,151 | 18,918 | (25,126) | 17,850 |
| LIABILITIES AND EQUITY | ||||||
| Liabilities | ||||||
| Current indebtedness | 398 | 440 | - | - | - | 838 |
| Payables, accruals and provisions | 32 | 28 | 230 | 657 | - | 947 |
| Current tax liabilities | - | - | - | 216 | - | 216 |
| Deferred revenue | - | - | 238 | 894 | - | 1,132 |
| Intercompany payables | 2,518 | 18 | 283 | 2,069 | (4,888) | - |
| Other financial liabilities | 330 | - | 13 | 85 | - | 428 |
| Current liabilities | 3,278 | 486 | 764 | 3,921 | (4,888) | 3,561 |
| Long-term indebtedness | 119 | 1,250 | - | - | (31) | 1,338 |
| Provisions and other non-current <br> liabilities | 5 | - | 4 | 666 | - | 675 |
| Other financial liabilities | - | 8 | 73 | 125 | - | 206 |
| Intercompany payables | - | - | 778 | 491 | (1,269) | - |
| Deferred tax | - | - | 270 | 31 | 8 | 309 |
| Total liabilities | 3,402 | 1,744 | 1,889 | 5,234 | (6,180) | 6,089 |
| Equity | ||||||
| Total equity | 11,761 | - | 5,262 | 13,684 | (18,946) | 11,761 |
| Total liabilities and equity | 15,163 | 1,744 | 7,151 | 18,918 | (25,126) | 17,850 |
CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION
| December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | Parent | Subsidiary Issuer | Subsidiary <br>Guarantors | Non-Guarantor Subsidiaries | Eliminations | Consolidated |
| ASSETS | ||||||
| Cash and cash equivalents | 14 | - | 230 | 1,724 | - | 1,968 |
| Trade and other receivables | - | - | 257 | 830 | - | 1,087 |
| Intercompany receivables | 1,032 | - | 505 | 1,674 | (3,211) | - |
| Other financial assets | - | - | 23 | 12 | - | 35 |
| Prepaid expenses and other current <br> assets | - | - | 170 | 230 | - | 400 |
| Current assets | 1,046 | - | 1,185 | 4,470 | (3,211) | 3,490 |
| Property and equipment, net | - | - | 158 | 228 | - | 386 |
| Computer software, net | - | - | 34 | 1,419 | - | 1,453 |
| Other identifiable intangible assets, <br> net | - | - | 981 | 2,153 | - | 3,134 |
| Goodwill | - | - | 3,727 | 3,535 | - | 7,262 |
| Equity method investments | - | - | - | 269 | - | 269 |
| Other financial assets | 82 | - | 46 | 314 | - | 442 |
| Other non-current assets | - | - | 105 | 520 | - | 625 |
| Intercompany receivables | 160 | - | 2 | 778 | (940) | - |
| Investments in subsidiaries | 14,584 | - | 465 | 4,041 | (19,090) | - |
| Deferred tax | 243 | - | - | 1,133 | - | 1,376 |
| Total assets | 16,115 | - | 6,703 | 18,860 | (23,241) | 18,437 |
| LIABILITIES AND EQUITY | ||||||
| Liabilities | ||||||
| Current indebtedness | 973 | - | - | - | - | 973 |
| Payables, accruals and provisions | 52 | - | 276 | 763 | - | 1,091 |
| Current tax liabilities | - | - | - | 197 | - | 197 |
| Deferred revenue | - | - | 350 | 712 | - | 1,062 |
| Intercompany payables | 1,214 | - | 461 | 1,536 | (3,211) | - |
| Other financial liabilities | 20 | - | 11 | 82 | - | 113 |
| Current liabilities | 2,259 | - | 1,098 | 3,290 | (3,211) | 3,436 |
| Long-term indebtedness | 1,847 | - | - | - | - | 1,847 |
| Provisions and other non-current <br> liabilities | 3 | - | 4 | 668 | - | 675 |
| Other financial liabilities | - | - | 80 | 152 | - | 232 |
| Intercompany payables | - | - | 778 | 162 | (940) | - |
| Deferred tax | - | - | 237 | 4 | - | 241 |
| Total liabilities | 4,109 | - | 2,197 | 4,276 | (4,151) | 6,431 |
| Equity | ||||||
| Total equity | 12,006 | - | 4,506 | 14,584 | (19,090) | 12,006 |
| Total liabilities and equity | 16,115 | - | 6,703 | 18,860 | (23,241) | 18,437 |
EX-99.2
Thomson Reuters Third Quarter Report 2025
Unaudited Consolidated Financial Statements EXHIBIT 99.2
THOMSON REUTERS CORPORATION
CONSOLIDATED INCOME STATEMENT
(unaudited)
| Three Months Ended<br>September 30, | Nine months ended<br>September 30, | |||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars, except per share amounts) | Notes | 2025 | 2024 | 2025 | 2024 | |
| CONTINUING OPERATIONS | ||||||
| Revenues | 2 | 1,782 | 1,724 | 5,467 | 5,349 | |
| Operating expenses | 5 | (1,115) | (1,117) | (3,347) | (3,288) | |
| Depreciation | (28) | (30) | (83) | (87) | ||
| Amortization of computer software | (182) | (151) | (534) | (458) | ||
| Amortization of other identifiable intangible assets | (24) | (21) | (73) | (69) | ||
| Other operating gains (losses), net | 6 | 160 | 10 | 162 | (60) | |
| Operating profit | 593 | 415 | 1,592 | 1,387 | ||
| Finance costs, net: | ||||||
| Net interest expense | 7 | (38) | (21) | (103) | (97) | |
| Other finance income (costs) | 7 | 7 | (32) | (51) | (8) | |
| Income before tax and equity method investments | 562 | 362 | 1,438 | 1,282 | ||
| Share of post-tax (losses) earnings in equity method <br> investments | 8 | (13) | (8) | (23) | 45 | |
| Tax (expense) benefit | 9 | (121) | (77) | (265) | 258 | |
| Earnings from continuing operations | 428 | 277 | 1,150 | 1,585 | ||
| (Loss) earnings from discontinued operations, net of tax | (5) | 24 | 20 | 35 | ||
| Net earnings | 423 | 301 | 1,170 | 1,620 | ||
| Earnings (loss) attributable to: | ||||||
| Common shareholders | 423 | 301 | 1,170 | 1,623 | ||
| Non-controlling interests | - | - | - | (3) | ||
| Earnings per share: | 10 | |||||
| Basic earnings (loss) per share: | ||||||
| From continuing operations | $0.95 | $0.61 | $2.55 | $3.51 | ||
| From discontinued operations | (0.01) | 0.06 | 0.04 | 0.08 | ||
| Basic earnings per share | $0.94 | $0.67 | $2.59 | $3.59 | ||
| Diluted earnings (loss) per share: | ||||||
| From continuing operations | $0.95 | $0.61 | $2.54 | $3.51 | ||
| From discontinued operations | (0.01) | 0.06 | 0.05 | 0.08 | ||
| Diluted earnings per share | $0.94 | $0.67 | $2.59 | $3.59 |
The related notes form an integral part of these consolidated financial statements.
Page 43
Thomson Reuters Third Quarter Report 2025
THOMSON REUTERS CORPORATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | Notes | 2025 | 2024 | 2025 | 2024 | |
| Net earnings | 423 | 301 | 1,170 | 1,620 | ||
| Other comprehensive (loss) income: | ||||||
| Items that have been or may be subsequently <br> reclassified to net earnings: | ||||||
| Cash flow hedges adjustments to net earnings | 7 | - | (10) | (24) | 32 | |
| Cash flow hedges adjustments to equity | - | 10 | 20 | (23) | ||
| Related tax benefit on cash flow hedges adjustments to equity | - | - | 1 | - | ||
| Foreign currency translation adjustments to equity | (33) | 152 | 269 | 65 | ||
| (33) | 152 | 266 | 74 | |||
| Items that will not be reclassified to net earnings: | ||||||
| Fair value adjustments on financial assets | 11 | 23 | (4) | 20 | 5 | |
| Related tax (expense) benefit on fair value <br> adjustments on financial assets | (2) | 1 | (1) | (1) | ||
| Remeasurement on defined benefit pension plans | (10) | 16 | 28 | 28 | ||
| Related tax benefit (expense) on remeasurement on defined <br> benefit pension plans | 2 | (4) | (7) | (10) | ||
| 13 | 9 | 40 | 22 | |||
| Other comprehensive (loss) income | (20) | 161 | 306 | 96 | ||
| Total comprehensive income | 403 | 462 | 1,476 | 1,716 | ||
| Comprehensive income (loss) for the period attributable to: | ||||||
| Common shareholders: | ||||||
| Continuing operations | 408 | 438 | 1,456 | 1,689 | ||
| Discontinued operations | (5) | 24 | 20 | 35 | ||
| Non-controlling interests | - | - | - | (8) | ||
| Total comprehensive income | 403 | 462 | 1,476 | 1,716 |
The related notes form an integral part of these consolidated financial statements.
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Thomson Reuters Third Quarter Report 2025
THOMSON REUTERS CORPORATION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(unaudited)
| September 30, | December 31, | ||
|---|---|---|---|
| (millions of U.S. dollars) | Notes | 2025 | 2024 |
| ASSETS | |||
| Cash and cash equivalents | 11 | 618 | 1,968 |
| Trade and other receivables | 1,053 | 1,087 | |
| Other financial assets | 11 | 87 | 35 |
| Prepaid expenses and other current assets | 428 | 400 | |
| Current assets | 2,186 | 3,490 | |
| Property and equipment, net | 357 | 386 | |
| Computer software, net | 1,680 | 1,453 | |
| Other identifiable intangible assets, net | 3,127 | 3,134 | |
| Goodwill | 7,909 | 7,262 | |
| Equity method investments | 8 | 203 | 269 |
| Other financial assets | 11 | 442 | 442 |
| Other non-current assets | 12 | 629 | 625 |
| Deferred tax | 1,317 | 1,376 | |
| Total assets | 17,850 | 18,437 | |
| LIABILITIES AND EQUITY | |||
| Liabilities | |||
| Current indebtedness | 11 | 838 | 973 |
| Payables, accruals and provisions | 13 | 947 | 1,091 |
| Current tax liabilities | 216 | 197 | |
| Deferred revenue | 1,132 | 1,062 | |
| Other financial liabilities | 11 | 428 | 113 |
| Current liabilities | 3,561 | 3,436 | |
| Long-term indebtedness | 11 | 1,338 | 1,847 |
| Provisions and other non-current liabilities | 14 | 675 | 675 |
| Other financial liabilities | 11 | 206 | 232 |
| Deferred tax | 309 | 241 | |
| Total liabilities | 6,089 | 6,431 | |
| Equity | |||
| Capital | 15 | 3,561 | 3,498 |
| Retained earnings | 9,113 | 9,699 | |
| Accumulated other comprehensive loss | (913) | (1,191) | |
| Total equity | 11,761 | 12,006 | |
| Total liabilities and equity | 17,850 | 18,437 | |
| Contingencies (note 18) |
The related notes form an integral part of these consolidated financial statements.
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Thomson Reuters Third Quarter Report 2025
THOMSON REUTERS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOW
(unaudited)
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | Notes | 2025 | 2024 | 2025 | 2024 | |
| Cash provided by (used in): | ||||||
| OPERATING ACTIVITIES | ||||||
| Earnings from continuing operations | 428 | 277 | 1,150 | 1,585 | ||
| Adjustments for: | ||||||
| Depreciation | 28 | 30 | 83 | 87 | ||
| Amortization of computer software | 182 | 151 | 534 | 458 | ||
| Amortization of other identifiable intangible assets | 24 | 21 | 73 | 69 | ||
| Share of post-tax losses (earnings) in equity method <br> investments | 8 | 13 | 8 | 23 | (45) | |
| Net (gains) losses on disposals of businesses and <br> investments | 6 | (162) | (1) | (164) | 3 | |
| Deferred tax | 33 | 8 | 51 | (687) | ||
| Other | 16 | 52 | 56 | 223 | 173 | |
| Changes in working capital and other items | 16 | 107 | 206 | (79) | 252 | |
| Operating cash flows from continuing operations | 705 | 756 | 1,894 | 1,895 | ||
| Operating cash flows from discontinued operations | (1) | - | 1 | (2) | ||
| Net cash provided by operating activities | 704 | 756 | 1,895 | 1,893 | ||
| INVESTING ACTIVITIES | ||||||
| Acquisitions, net of cash acquired | 17 | (193) | (25) | (823) | (492) | |
| Proceeds related to disposals of businesses and <br> investments | 8 | 247 | 33 | 252 | 29 | |
| Proceeds from sales of LSEG shares | 8 | - | - | - | 1,854 | |
| Capital expenditures | (162) | (149) | (476) | (446) | ||
| Other investing activities | - | - | 1 | 6 | ||
| Taxes paid on sales of LSEG shares and disposals | (33) | (65) | (33) | (202) | ||
| Net cash (used in) provided by investing activities | (141) | (206) | (1,079) | 749 | ||
| FINANCING ACTIVITIES | ||||||
| Repayments of debt | 11 | - | (242) | (999) | (290) | |
| Net borrowings (repayments) under short-term loan <br> facilities | 11 | 339 | - | 339 | (139) | |
| Payments of lease principal | (15) | (15) | (48) | (46) | ||
| Repurchases of common shares | 15 | (670) | - | (670) | (639) | |
| Dividends paid on preference shares | (1) | (1) | (3) | (4) | ||
| Dividends paid on common shares | 15 | (260) | (236) | (779) | (708) | |
| Purchase of non-controlling interests | 17 | - | - | - | (384) | |
| Other financing activities | - | 2 | (10) | 3 | ||
| Net cash used in financing activities | (607) | (492) | (2,170) | (2,207) | ||
| Translation adjustments | (2) | 3 | 4 | (2) | ||
| (Decrease) increase in cash and cash equivalents | (46) | 61 | (1,350) | 433 | ||
| Cash and cash equivalents at beginning of period | 664 | 1,670 | 1,968 | 1,298 | ||
| Cash and cash equivalents at end of period | 618 | 1,731 | 618 | 1,731 | ||
| Supplemental cash flow information is provided in note 16. | ||||||
| Interest paid, net of debt related hedges | 7 | (23) | (20) | (95) | (104) | |
| Interest received | 7 | 7 | 23 | 39 | 53 | |
| Income taxes paid | 16 | (48) | (90) | (198) | (373) |
Interest received and interest paid are reflected as operating cash flows.
Income taxes paid are reflected as either operating or investing cash flows depending on the nature of the underlying transaction.
The related notes form an integral part of these consolidated financial statements.
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Thomson Reuters Third Quarter Report 2025
THOMSON REUTERS CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(unaudited)
| (millions of U.S. dollars) | Stated<br>share<br>capital | Contributed<br>surplus | Total<br>capital | Retained<br>earnings | Unrecognized<br>gain (loss) on<br>financial<br>instruments | Foreign<br>currency<br>translation<br>adjustments | Total<br>accumulated<br>other<br>comprehensive<br>loss (“AOCL”) | Shareholders'<br>equity | Non-<br>controlling<br>interests | Total<br>equity |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2024 | 2,067 | 1,431 | 3,498 | 9,699 | 19 | (1,210) | (1,191) | 12,006 | - | 12,006 |
| Net earnings | - | - | - | 1,170 | - | - | - | 1,170 | - | 1,170 |
| Other comprehensive income | - | - | - | 21 | 16 | 269 | 285 | 306 | - | 306 |
| Total comprehensive income | - | - | - | 1,191 | 16 | 269 | 285 | 1,476 | - | 1,476 |
| Transfer of gain on disposal of <br> equity investments to retained <br> earnings | - | - | - | 7 | (7) | - | (7) | - | - | - |
| Dividends declared on preference <br> shares | - | - | - | (3) | - | - | - | (3) | - | (3) |
| Dividends declared on common <br> shares | - | - | - | (804) | - | - | - | (804) | - | (804) |
| Shares issued under Dividend <br> Reinvestment Plan (“DRIP”) | 25 | - | 25 | - | - | - | - | 25 | - | 25 |
| Repurchases of common shares<br> (see note 15) | (36) | - | (36) | (689) | - | - | - | (725) | - | (725) |
| Pre-defined share repurchase plan <br> (see note 15) | (9) | - | (9) | (283) | - | - | - | (292) | - | (292) |
| Stock compensation plans | 114 | (31) | 83 | (5) | - | - | - | 78 | - | 78 |
| Balance, September 30, 2025 | 2,161 | 1,400 | 3,561 | 9,113 | 28 | (941) | (913) | 11,761 | - | 11,761 |
| (millions of U.S. dollars) | Stated<br>share<br>capital | Contributed<br>surplus | Total<br>capital | Retained<br>earnings | Unrecognized<br>gain (loss) on<br>financial<br>instruments | Foreign<br>currency<br>translation<br>adjustments | AOCL | Shareholders'<br>equity | Non-<br>controlling<br>interests<br>(see note<br>17) | Total<br>equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2023 | 1,901 | 1,504 | 3,405 | 8,680 | 21 | (1,042) | (1,021) | 11,064 | - | 11,064 |
| Net earnings | - | - | - | 1,623 | - | - | - | 1,623 | (3) | 1,620 |
| Other comprehensive income <br> (loss) | - | - | - | 18 | 13 | 70 | 83 | 101 | (5) | 96 |
| Total comprehensive income <br> (loss) | - | - | - | 1,641 | 13 | 70 | 83 | 1,724 | (8) | 1,716 |
| Non-controlling interests on <br> acquisition of subsidiaries | - | - | - | - | - | - | - | - | 388 | 388 |
| Purchase of non-controlling <br> interests | - | - | - | (4) | - | - | - | (4) | (380) | (384) |
| Transfer of gain on disposal of <br> equity investments to retained <br> earnings | - | - | - | 21 | (21) | - | (21) | - | - | - |
| Dividends declared on preference <br> shares | - | - | - | (4) | - | - | - | (4) | - | (4) |
| Dividends declared on common <br> shares | - | - | - | (730) | - | - | - | (730) | - | (730) |
| Shares issued under DRIP | 22 | - | 22 | - | - | - | - | 22 | - | 22 |
| Repurchases of common shares<br> (see note 15) | (16) | - | (16) | (234) | - | - | - | (250) | - | (250) |
| Stock compensation plans | 134 | (83) | 51 | - | - | - | - | 51 | - | 51 |
| Balance, September 30, 2024 | 2,041 | 1,421 | 3,462 | 9,370 | 13 | (972) | (959) | 11,873 | - | 11,873 |
The related notes form an integral part of these consolidated financial statements.
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Thomson Reuters Third Quarter Report 2025
Thomson Reuters Corporation
Notes to Consolidated Financial Statements (unaudited)
(unless otherwise stated, all amounts are in millions of U.S. dollars)
Note 1: Business Description and Basis of Preparation
General business description
Thomson Reuters Corporation is an Ontario, Canada corporation with common shares listed on the Toronto Stock Exchange ("TSX") and on the U.S. stock exchange, Nasdaq Global Select Market (“Nasdaq”), under the ticker symbol “TRI”, and its Series II preference shares are listed on the TSX.
Unless otherwise indicated or the context otherwise requires, references in these consolidated financial statements to the “Company” and “Thomson Reuters” are to Thomson Reuters Corporation and its subsidiaries.
The Company serves professionals across legal, tax, audit, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news.
These unaudited interim consolidated financial statements (“interim financial statements”) were approved by the Audit Committee of the Board of Directors of the Company on November 3, 2025.
Basis of preparation
The interim financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2024, except as described below. The interim financial statements comply with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board ("IASB"), have been omitted or condensed.
The preparation of financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving more judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements have been disclosed in note 2 of the consolidated financial statements for the year ended December 31, 2024.
The Company continues to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth, and an evolving interest rate and inflationary backdrop, among other factors. While the Company is closely monitoring these conditions to assess potential impacts on its businesses, some of management’s estimates and judgments may be more variable and may change materially in the future due to the significant uncertainty created by these circumstances.
The accompanying interim financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2024, which are included in the Company’s 2024 annual report.
References to “$” are to U.S. dollars, references to “C$” are to Canadian dollars, references to “£” are to British pounds sterling and references to SEK are to Swedish Kronor.
Changes in accounting policies
IAS 21, The Effect of Changes in Foreign Exchange Rates
In August 2023, the IASB issued amendments to IAS 21, which provide guidance on the determination of an exchange rate to translate transactions and financial statements denominated or presented in a currency that is not exchangeable into another currency. The amendments were effective for reporting periods beginning January 1, 2025 and did not have a material impact on the Company’s financial statements.
Recent accounting pronouncements
IFRS 18, Presentation and Disclosure in Financial Statements and associated amendments to IAS 7, Statement of Cash Flows
In April 2024, the IASB issued IFRS 18 and amendments to IAS 7. IFRS 18 will replace IAS 1, Presentation of Financial Statements. Both IFRS 18 and amendments to IAS 7 are effective for reporting periods beginning January 1, 2027.
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Thomson Reuters Third Quarter Report 2025
IFRS 18 will change the presentation of the Company’s financial statements and add new disclosure requirements. Specifically, the new standard requires:
- The consolidated income statement to be structured according to operating, investing and financing categories, and include additional subtotals for “Operating Profit” and “Profit Before Financing and Income Taxes”;
- Management-defined performance measurements (“MPM's”), which represent certain of the Company’s non-IFRS measures, to be identified, defined, and have an explanation why each one is useful. Each MPM must be reconciled to the most directly comparable IFRS subtotal. All disclosures related to MPM’s must be disclosed in a single footnote within the consolidated financial statements; and
- The application of enhanced guidance related to the grouping of financial information associated with amounts presented within the financial statements, otherwise known as aggregation or disaggregation.
The amendments to IAS 7 were issued to align the presentation of the statement of cash flows, as prepared under the indirect method, to the changes prescribed to the income statement under IFRS 18.
Both IFRS 18 and the amendments to IAS 7 are disclosure related and do not impact the Company’s results of operations, financial condition, or cash flows. The Company is assessing the impact of these pronouncements on its disclosures.
Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures. The amendments introduce:
- An election permitting derecognition of financial liabilities that are settled through an electronic payment system before the actual settlement date, if certain conditions are met; and
- Expanded disclosures for (a) investments in equity instruments and (b) financial liabilities that have features unrelated to basic lending risks, such as achieving sustainability targets, that could affect the cash flows of those liabilities.
The amendments are effective for reporting periods beginning on January 1, 2026. The Company expects that these amendments will not have a material impact on its financial statements or its disclosures.
Other pronouncements issued by the IASB and International Financial Reporting Interpretations Committee (“IFRIC”) are not applicable or consequential to the Company.
Note 2: Revenues
Revenues by type and geography
The following tables disaggregate revenues by type and geography and reconcile them to reportable segments (see note 3).
| Revenues by type<br>(millions of U.S. dollars) | Legal Professionals | Corporates | Tax & Accounting Professionals | Reuters News | Global Print | Eliminations / Rounding | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended <br> September 30, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Recurring | 709 | 721 | 423 | 390 | 183 | 170 | 178 | 167 | - | - | (6) | (6) | 1,487 | 1,442 |
| Transactions | 19 | 24 | 55 | 47 | 68 | 51 | 29 | 32 | - | - | - | - | 171 | 154 |
| Global Print | - | - | - | - | - | - | - | - | 124 | 128 | - | - | 124 | 128 |
| Total | 728 | 745 | 478 | 437 | 251 | 221 | 207 | 199 | 124 | 128 | (6) | (6) | 1,782 | 1,724 |
| Revenues by type<br>(millions of U.S. dollars) | Legal Professionals | Corporates | Tax & Accounting Professionals | Reuters News | Global Print | Eliminations / Rounding | Total | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Nine months ended <br> September 30, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Recurring | 2,073 | 2,121 | 1,236 | 1,142 | 580 | 548 | 529 | 495 | - | - | (17) | (18) | 4,401 | 4,288 |
| Transactions | 57 | 72 | 255 | 244 | 308 | 251 | 92 | 119 | - | - | - | - | 712 | 686 |
| Global Print | - | - | - | - | - | - | - | - | 354 | 375 | - | - | 354 | 375 |
| Total | 2,130 | 2,193 | 1,491 | 1,386 | 888 | 799 | 621 | 614 | 354 | 375 | (17) | (18) | 5,467 | 5,349 |
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Thomson Reuters Third Quarter Report 2025
| Revenues by geography(1)<br>(millions of U.S. dollars) | Legal Professionals | Corporates | Tax & Accounting Professionals | Reuters News | Global Print | Eliminations / Rounding | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended <br> September 30, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| U.S. | 565 | 599 | 363 | 346 | 186 | 164 | 51 | 48 | 93 | 95 | (6) | (6) | 1,252 | 1,246 |
| Canada | 29 | 27 | 2 | 4 | 7 | 5 | 2 | - | 12 | 14 | - | - | 52 | 50 |
| Other | 9 | 8 | 26 | 14 | 46 | 40 | 2 | 3 | 2 | 3 | - | - | 85 | 68 |
| Americas | 603 | 634 | 391 | 364 | 239 | 209 | 55 | 51 | 107 | 112 | (6) | (6) | 1,389 | 1,364 |
| U.K. | 77 | 69 | 39 | 34 | 6 | 6 | 109 | 105 | 9 | 10 | - | - | 240 | 224 |
| Other | 14 | 10 | 34 | 26 | 1 | 1 | 30 | 30 | 2 | 1 | - | - | 81 | 68 |
| EMEA | 91 | 79 | 73 | 60 | 7 | 7 | 139 | 135 | 11 | 11 | - | - | 321 | 292 |
| Asia Pacific | 34 | 32 | 14 | 13 | 5 | 5 | 13 | 13 | 6 | 5 | - | - | 72 | 68 |
| Total | 728 | 745 | 478 | 437 | 251 | 221 | 207 | 199 | 124 | 128 | (6) | (6) | 1,782 | 1,724 |
| Revenues by geography(1)<br>(millions of U.S. dollars) | Legal Professionals | Corporates | Tax & Accounting Professionals | Reuters News | Global Print | Eliminations / Rounding | Total | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Nine months ended <br> September 30, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| U.S. | 1,663 | 1,770 | 1,137 | 1,075 | 685 | 614 | 153 | 160 | 275 | 286 | (17) | (18) | 3,896 | 3,887 |
| Canada | 85 | 76 | 11 | 12 | 32 | 30 | 4 | 3 | 27 | 34 | - | - | 159 | 155 |
| Other | 25 | 23 | 72 | 63 | 131 | 117 | 7 | 7 | 8 | 9 | - | - | 243 | 219 |
| Americas | 1,773 | 1,869 | 1,220 | 1,150 | 848 | 761 | 164 | 170 | 310 | 329 | (17) | (18) | 4,298 | 4,261 |
| U.K. | 223 | 202 | 115 | 105 | 21 | 20 | 326 | 317 | 25 | 26 | - | - | 710 | 670 |
| Other | 38 | 31 | 110 | 89 | 4 | 4 | 93 | 89 | 4 | 4 | - | - | 249 | 217 |
| EMEA | 261 | 233 | 225 | 194 | 25 | 24 | 419 | 406 | 29 | 30 | - | - | 959 | 887 |
| Asia Pacific | 96 | 91 | 46 | 42 | 15 | 14 | 38 | 38 | 15 | 16 | - | - | 210 | 201 |
| Total | 2,130 | 2,193 | 1,491 | 1,386 | 888 | 799 | 621 | 614 | 354 | 375 | (17) | (18) | 5,467 | 5,349 |
- Revenues by geography are based on the location of the customer. Revenues from the Reuters News agreement with the Data & Analytics business of London Stock Exchange Group (“LSEG”), the Company’s largest customer, are included entirely in the U.K. Canada represents the Company's country of domicile. Americas represents North America, Latin America and South America and EMEA represents Europe, Middle East and Africa.
Note 3: Segment Information
The Company is organized as five reportable segments, reflecting how the businesses are managed. The segments offer products and services to target customers as described below.
Legal Professionals
Serves law firms and governments with research and workflow products powered by leading-edge technologies, including generative AI, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools and analytics.
Corporates
Serves corporations, ranging from small businesses to multinational organizations, including the seven largest global accounting firms, with the Company’s full suite of content-driven products, powered by leading-edge technologies, including generative AI, and integrated compliance workflow solutions to help them achieve their business outcomes.
Tax & Accounting Professionals
Serves tax, audit and accounting firms (other than the seven largest, which are served by the Corporates segment) with research and workflow products powered by leading-edge technologies, including generative AI.
Reuters News
Supplies business, financial and global news and data to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial firms exclusively via LSEG products.
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Thomson Reuters Third Quarter Report 2025
Global Print
Provides legal and tax information primarily in print format to customers around the world and provides commercial printing services to a wide range of book publishers.
Information by segment and reconciliations to the consolidated income statement are set forth below:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |
| Revenues | |||||
| Legal Professionals | 728 | 745 | 2,130 | 2,193 | |
| Corporates | 478 | 437 | 1,491 | 1,386 | |
| Tax & Accounting Professionals | 251 | 221 | 888 | 799 | |
| Reuters News | 207 | 199 | 621 | 614 | |
| Global Print | 124 | 128 | 354 | 375 | |
| Eliminations/Rounding | (6) | (6) | (17) | (18) | |
| Revenues | 1,782 | 1,724 | 5,467 | 5,349 | |
| Adjusted EBITDA | |||||
| Legal Professionals | 354 | 334 | 1,029 | 1,003 | |
| Corporates | 174 | 162 | 556 | 518 | |
| Tax & Accounting Professionals | 78 | 59 | 401 | 331 | |
| Reuters News | 42 | 40 | 126 | 151 | |
| Global Print | 46 | 43 | 131 | 133 | |
| Total reportable segments adjusted EBITDA | 694 | 638 | 2,243 | 2,136 | |
| Corporate costs | (22) | (29) | (84) | (75) | |
| Fair value adjustments(1) | (5) | (2) | (39) | - | |
| Depreciation | (28) | (30) | (83) | (87) | |
| Amortization of computer software | (182) | (151) | (534) | (458) | |
| Amortization of other identifiable intangible assets | (24) | (21) | (73) | (69) | |
| Other operating gains (losses), net | 160 | 10 | 162 | (60) | |
| Operating profit | 593 | 415 | 1,592 | 1,387 | |
| Net interest expense | (38) | (21) | (103) | (97) | |
| Other finance income (costs) | 7 | (32) | (51) | (8) | |
| Share of post-tax (losses) earnings in equity method <br> investments | (13) | (8) | (23) | 45 | |
| Tax (expense) benefit | (121) | (77) | (265) | 258 | |
| Earnings from continuing operations | 428 | 277 | 1,150 | 1,585 |
- Includes acquired deferred revenue of nil (2024 - $2 million) and $20 million (2024 - $8 million) in the three and nine months ended September 30, 2025, respectively.
Reuters News revenues included $6 million (2024 - $6 million) and $17 million (2024 - $18 million) in the three and nine months ended September 30, 2025, respectively, primarily from content-related services that it provided to the Legal Professionals, Corporates and Tax & Accounting Professionals segments.
In accordance with IFRS 8, Operating Segments, the Company discloses certain information about its reportable segments based upon measures used by management in assessing the performance of those reportable segments. The profitability measure is defined below and may not be comparable to similar measures of other companies.
Segment Adjusted EBITDA
- Segment adjusted EBITDA represents earnings or loss from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of computer software and other identifiable intangible assets, the Company’s share of post-tax earnings or losses in equity method investments, other operating gains or losses, certain asset impairment charges, corporate related items and fair value adjustments, including those related to acquired deferred revenue.
- The Company does not consider these excluded items to be controllable operating activities for purposes of assessing the current performance of the reportable segments.
Each segment includes an allocation of costs, based on usage or other applicable measures, for centralized support services such as technology-related services, commercial operations, marketing costs, and product and content development. Additionally, product costs are allocated when one segment sells products managed by another segment. Corporate costs, which includes expenses for centrally managed functions such as finance, legal and human resources, are not allocated to the segments.
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Thomson Reuters Third Quarter Report 2025
Note 4: Seasonality
The Company’s revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as it records a large portion of its revenues ratably over the contract term and its costs are generally incurred evenly throughout the year. However, at the segment level, revenues on a consecutive quarter basis can be impacted by seasonality, most notably in the Company’s Tax & Accounting Professionals business, where revenues tend to be concentrated in the first and fourth quarters.
Note 5: Operating Expenses
The components of operating expenses include the following:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |
| Salaries, commissions and allowances | 601 | 612 | 1,767 | 1,783 | |
| Share-based payments | 27 | 23 | 84 | 65 | |
| Post-employment benefits | 34 | 29 | 102 | 91 | |
| Total staff costs | 662 | 664 | 1,953 | 1,939 | |
| Goods and services(1) | 358 | 362 | 1,098 | 1,088 | |
| Content | 72 | 72 | 218 | 212 | |
| Telecommunications | 12 | 10 | 35 | 29 | |
| Facilities | 6 | 9 | 24 | 28 | |
| Fair value adjustments(2) | 5 | - | 19 | (8) | |
| Total operating expenses | 1,115 | 1,117 | 3,347 | 3,288 |
- Goods and services include technology-related expenses, professional fees, consulting, contractors, marketing and other general and administrative costs.
- Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business.
Note 6: Other Operating Gains (Losses), Net
Other operating gains net, were $160 million and $162 million in the three and nine months ended September 30, 2025, respectively. Both periods included a gain of $161 million on the sale of the Company's remaining interest in Elite, an equity method investment.
Other operating gains, net, were $10 million in the three months ended September 30, 2024. Other operating losses, net, were $60 million in the nine months ended September 30, 2024 and included an impairment of an equity method investment, which reflected a decline in the value of the Company's commercial real estate holding, acquisition-related deal costs and costs related to a legal provision.
Note 7: Finance Costs, Net
The components of finance costs, net, include interest expense (income) and other finance costs (income) as follows:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |
| Interest expense: | |||||
| Debt | 26 | 34 | 84 | 110 | |
| Other, net | 8 | 4 | 22 | 13 | |
| Fair value (gains) losses on financial instruments | |||||
| Debt | (6) | - | (6) | - | |
| Fair value hedges | 6 | - | 6 | - | |
| Cash flow hedges, transfer from equity | - | (14) | (27) | 25 | |
| Net foreign exchange losses (gains) on debt | - | 14 | 27 | (25) | |
| Net interest expense - debt and other | 34 | 38 | 106 | 123 | |
| Net interest expense - leases | 3 | 3 | 10 | 10 | |
| Net interest expense - pension and other post-employment <br> benefit plans | 7 | 6 | 20 | 18 | |
| Interest income | (6) | (26) | (33) | (54) | |
| Net interest expense | 38 | 21 | 103 | 97 |
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| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |
| Net (gains) losses due to changes in foreign currency exchange <br> rates | (9) | 30 | 47 | (1) | |
| Other | 2 | 2 | 4 | 9 | |
| Other finance (income) costs | (7) | 32 | 51 | 8 |
Net (gains) losses due to changes in foreign currency exchange rates were principally comprised of amounts related to certain intercompany funding arrangements.
Note 8: Equity Method Investments
Equity method investments in the consolidated statement of financial position were $203 million and $269 million as of September 30, 2025 and December 31, 2024, respectively. The Company’s share of post-tax (losses) earnings in equity method investments in the consolidated income statement were $(13) million (2024 - $(8) million) and $(23) million (2024 - $45 million) in the three and nine months ended September 30, 2025, respectively.
In September 2025, the Company sold its remaining equity interest in Elite for proceeds of $231 million which was presented as an investing activity in the consolidated statement of cash flow.
In May 2024, the Company sold all of its remaining LSEG shares that it indirectly owned through its direct investment in York Parent Limited and its subsidiaries (“YPL”) which, from the date the remaining shares were sold, was no longer a material associate of the Company. In the nine months ended September 30, 2024, the Company sold 16.0 million shares of LSEG and received $1,854 million of proceeds, which included $24 million received from the settlement of foreign exchange contracts (see note 11). All the proceeds, including amounts related to the settlement of the foreign exchange contracts, were presented as investing activities in the consolidated statement of cash flow.
The Company’s share of post-tax earnings (losses) in its YPL investment in the nine months ended September 30, 2024 was comprised of the following items:
| Nine Months Ended<br>September 30, | ||
|---|---|---|
| (millions of U.S. dollars) | 2024 | |
| Decrease in LSEG share price | (86) | |
| Foreign exchange losses on LSEG shares | (3) | |
| Dividend income | 6 | |
| Gain from call options | 22 | |
| Historical excluded equity adjustment(1) | 129 | |
| YPL - Share of post-tax earnings in equity method investments | 68 |
- Represents income from the recognition of the remaining cumulative impact of equity transactions that were excluded from the Company’s investment in YPL.
Set forth below is summarized financial information for 100% of YPL for the six months ended June 30, 2024 when YPL was a material associate of the Company.
| Six months ended <br>June 30, | ||
|---|---|---|
| (millions of U.S. dollars) | 2024 | |
| Mark-to-market of LSEG shares | (394) | |
| Dividend income | 32 | |
| Gain from call options | 92 | |
| Net loss | (270) | |
| Total comprehensive loss | (270) |
Note 9: Taxation
Tax expense was $121 million and $265 million in the three and nine months ended September 30, 2025, respectively. Tax expense was $77 million in the three-month period ended September 30, 2024. The Company recorded a $258 million net tax benefit in the nine-month period ended September 30, 2024 due to a $468 million benefit from the recognition of a deferred tax asset relating to tax legislation enacted in Canada. The legislation reduced the Company’s ability to deduct interest expense against its Canadian taxable income, thereby increasing Canadian taxable profits such that the Company expects to utilize tax loss carryforwards and other tax attributes, which it had not previously recognized as a deferred tax asset.
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Additionally, in January 2024, the Company began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development and enacted by key jurisdictions in which the Company operates. These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of top-up taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. The Company recorded $2 million (2024 - $2 million) and $5 million (2024 - $9 million) in top-up tax expense in the three and nine months ended September 30, 2025, respectively, which was attributable to its earnings in Switzerland.
Tax expense or benefit in each period reflected the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. Tax expense or benefit in interim periods is not necessarily indicative of the tax benefit or expense for the full year because the geographical mix of pre-tax profits and losses in interim periods may be different from that for the full year.
On July 4, 2025, the U.S. enacted tax reform legislation as part of the One Big Beautiful Bill Act ("OBBBA"). The OBBBA leaves the U.S. corporate tax rate unchanged at 21%. In addition, the OBBBA extends or revises key provisions of the Tax Cuts and Jobs Act enacted in 2017, which were set to expire or change at the end of 2025.
Based on the Company's preliminary interpretation of the OBBBA, the tax reforms introduced are not expected to have a material impact on its consolidated financial statements. However, given the complexity of tax laws, related regulations, and evolving interpretations, the Company's estimates may require revision as additional information becomes available regarding the application of the OBBBA provisions.
Note 10: Earnings Per Share
Basic earnings per share was calculated by dividing earnings attributable to common shareholders less dividends declared on preference shares by the sum of the weighted-average number of common shares outstanding and vested deferred share units (“DSUs”) outstanding during the period. DSUs represent common shares that certain employees have elected to receive in the future upon vesting of share-based compensation awards or in lieu of cash compensation.
Diluted earnings per share was calculated using the denominator of the basic calculation described above adjusted to include the potentially dilutive effect of outstanding stock options and time-based restricted share units (“TRSUs”).
Earnings used in determining consolidated earnings per share and earnings per share from continuing operations are as follows:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |
| Earnings attributable to common shareholders | 423 | 301 | 1,170 | 1,623 | |
| Less: Dividends declared on preference shares | (1) | (1) | (3) | (4) | |
| Earnings used in consolidated earnings per share | 422 | 300 | 1,167 | 1,619 | |
| Less: Loss (earnings) from discontinued operations, net of tax | 5 | (24) | (20) | (35) | |
| Earnings used in earnings per share from continuing operations | 427 | 276 | 1,147 | 1,584 |
The weighted-average number of common shares outstanding, as well as a reconciliation of the weighted-average number of common shares outstanding used in the basic earnings per share computation to the weighted-average number of common shares outstanding used in the diluted earnings per share computation, is presented below:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Weighted-average number of common shares outstanding | 449,658,160 | 449,751,215 | 450,116,632 | 450,650,598 |
| Weighted-average number of vested DSUs | 125,259 | 135,577 | 128,163 | 137,938 |
| Basic | 449,783,419 | 449,886,792 | 450,244,795 | 450,788,536 |
| Effect of stock options and TRSUs | 500,309 | 572,093 | 551,793 | 636,180 |
| Diluted | 450,283,728 | 450,458,885 | 450,796,588 | 451,424,716 |
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Note 11: Financial Instruments
Financial assets and liabilities
Financial assets and liabilities in the consolidated statement of financial position are as follows:
| September 30, 2025 <br>(millions of U.S. dollars) | Assets/ (Liabilities) at Amortized Cost | Assets/ (Liabilities) at Fair Value through Earnings | Assets at Fair Value through Other Comprehensive Income or Loss | Derivatives Used for Hedging | Total |
|---|---|---|---|---|---|
| Cash and cash equivalents | 325 | 293 | - | - | 618 |
| Trade and other receivables | 1,053 | - | - | - | 1,053 |
| Other financial assets - current | 4 | 83 | - | - | 87 |
| Other financial assets - <br> non-current | 9 | 290 | 143 | - | 442 |
| Current indebtedness | (838) | - | - | - | (838) |
| Trade payables (see note 13) | (144) | - | - | - | (144) |
| Accruals (see note 13) | (691) | - | - | - | (691) |
| Other financial liabilities - <br> current(1)(2) | (402) | (26) | - | - | (428) |
| Long-term indebtedness | (1,338) | - | - | - | (1,338) |
| Other financial liabilities - <br> non-current(3) | (185) | (13) | - | (8) | (206) |
| Total | (2,207) | 627 | 143 | (8) | (1,445) |
| December 31, 2024 <br>(millions of U.S. dollars) | Assets/ (Liabilities) at Amortized Cost | Assets/ (Liabilities) at Fair Value through Earnings | Assets at Fair Value through Other Comprehensive Income or Loss | Derivatives Used for Hedging | Total |
| --- | --- | --- | --- | --- | --- |
| Cash and cash equivalents | 873 | 1,095 | - | - | 1,968 |
| Trade and other receivables | 1,087 | - | - | - | 1,087 |
| Other financial assets - current | 7 | 28 | - | - | 35 |
| Other financial assets - <br> non-current | 11 | 332 | 99 | - | 442 |
| Current indebtedness | (973) | - | - | - | (973) |
| Trade payables (see note 13) | (176) | - | - | - | (176) |
| Accruals (see note 13) | (799) | - | - | - | (799) |
| Other financial liabilities - <br> current(1) | (75) | (17) | - | (21) | (113) |
| Long-term indebtedness | (1,847) | - | - | - | (1,847) |
| Other financial liabilities - <br> non-current(3) | (198) | (34) | - | - | (232) |
| Total | (2,090) | 1,404 | 99 | (21) | (608) |
- Includes lease liabilities of $61 million (2024 - $58 million).
- Includes a commitment of up to $292 million related to the Company’s pre-defined plan with its broker to repurchase the Company's shares during its internal trading blackout period. See note 15.
- Includes lease liabilities of $179 million (2024 - $198 million).
Of total cash and cash equivalents, $139 million and $115 million as of September 30, 2025 and December 31, 2024, respectively, were held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and were therefore not available for general use by the Company.
Commercial paper program
The Company’s $2.0 billion commercial paper program provides cost-effective and flexible short-term funding. The carrying amount of outstanding commercial paper of $339 million is included in “Current indebtedness” within the consolidated statement of financial position as of September 30, 2025 (December 31, 2024 - nil).
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Credit facility
The Company has a $2.0 billion syndicated credit facility agreement which matures in November 2027 and may be used to provide liquidity for general corporate purposes (including acquisitions or support for its commercial paper program). There were no outstanding borrowings under the credit facility as of September 30, 2025 and December 31, 2024. Based on the Company’s current credit ratings, the cost of borrowing under the facility is priced at the Term Secured Overnight Financing Rate (“SOFR”)/Euro Interbank Offered Rate (“EURiBOR”)/Simple Sterling Overnight Index Average (“SONIA”) plus 91 basis points. The Company has the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $2.6 billion.
The Company guarantees borrowings by its subsidiaries under the credit facility. The Company must also maintain a ratio of net debt as defined in the credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If the Company were to complete an acquisition with a purchase price of over $500 million, the Company may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of September 30, 2025, the Company complied with this covenant as its ratio of net debt to EBITDA, as calculated under the terms of its syndicated credit facility, was 0.5:1.
Foreign exchange contracts
The Company previously entered into foreign exchange contracts that were intended to reduce foreign currency risk related to a portion of its former indirect investment in LSEG, which was denominated in British pounds sterling. These instruments were not related to changes in the LSEG share price. In the nine-month period, the Company settled its remaining foreign exchange contracts with a notional amount of £1.2 billion ($1.6 billion) for net proceeds of $24 million in conjunction with the sale of its remaining 16.0 million LSEG shares. There were no foreign exchange contracts outstanding as of September 30, 2025 and December 31, 2024.
In the nine months ended September 30, 2024, losses of $2 million were reported within “Other finance income (costs)” in the consolidated income statement, with respect to these foreign exchange contracts due to fluctuations in the U.S. dollar – British pounds sterling exchange rate.
Fair Value
The fair values of cash and cash equivalents, trade and other receivables, trade payables and accruals approximate their carrying amounts because of the short-term maturity of these instruments. The fair value of long-term debt and related derivative instruments is set forth below.
Debt and Related Derivative Instruments
Carrying Amounts
Amounts recorded in the consolidated statement of financial position are referred to as “carrying amounts”. The carrying amounts of primary debt are reflected in “Current indebtedness” or “Long-term indebtedness” and the carrying amounts of derivative instruments are included in “Other financial assets” and “Other financial liabilities”, current or non-current, within the consolidated statement of financial position, as appropriate.
Fair Value
The fair value of debt is estimated based on either quoted market prices for similar issues or current rates offered to the Company for debt of the same maturity. The fair value of interest rate swaps is estimated based upon discounted cash flows using applicable current market rates and considering non-performance risk.
Debt Exchange
In March 2025, the Company completed the debt exchange offers it announced in February 2025. The purpose of the exchange was to optimize the Company’s capital structure and align indebtedness to revenue generation. Holders of U.S. dollar denominated notes originally issued by Thomson Reuters Corporation (“TRC”), the “Old Notes”, were offered the option to receive notes issued by TR Finance LLC (“TR Finance”), an indirect 100% owned U.S. subsidiary of TRC, the “New Notes”. The results of the exchange are as follows:
| Series of notes<br>(millions of U.S. dollars) | Principal amount New Notes issued by TR Finance | Principal amount remaining Old Notes of TRC | Principal amount outstanding notes |
|---|---|---|---|
| 3.35% Notes due 2026 | 441 | 59 | 500 |
| 5.85% Notes due 2040 | 453 | 47 | 500 |
| 4.50% Notes due 2043 | 84 | 35 | 119 |
| 5.65% Notes due 2043 | 337 | 13 | 350 |
| 5.50% Debentures due 2035 | 373 | 27 | 400 |
| Total | 1,688 | 181 | 1,869 |
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The New Notes issued by TR Finance have the same interest rate, interest payment dates and maturity date as the applicable series of Old Notes. The New Notes are fully and unconditionally guaranteed as to payment of principal and interest by TRC as well as West Publishing Corporation, Thomson Reuters Applications Inc. and Thomson Reuters (Tax & Accounting) Inc., each of which is an indirect 100% owned U.S. subsidiary of TRC. The three U.S. subsidiary guarantors also guarantee the remaining Old Notes by TRC on the same basis that TRC and the three U.S. subsidiary guarantors guarantee the TR Finance notes.
The exchange was not a debt extinguishment. Accordingly, the transaction did not result in a derecognition of the existing indebtedness. In the nine months ended September 30, 2025, the Company paid $4 million in solicitation fees to noteholders who participated in the exchange offers. This amount was included in “Other finance income (costs)” within the consolidated income statement. In addition, $8 million of transaction costs were reflected as a reduction in the carrying value of “Long-term indebtedness” within the consolidated statement of financial position. Cash payments for costs and fees of the exchange are reported in “Other financing activities” within the consolidated statement of cash flow.
The following is a summary of the Company's debt and related derivative instruments that hedge the cash flows of debt:
| Carrying Amount | Fair Value | |||
|---|---|---|---|---|
| September 30, 2025 <br>(millions of U.S. dollars) | Primary Debt Instruments | Derivative Instruments | Primary Debt Instruments | Derivative Instruments |
| Commercial paper | 339 | - | 340 | - |
| $500 3.35% Notes due 2026 | 499 | - | 497 | - |
| $500 5.85% Notes due 2040 | 492 | - | 522 | - |
| $119 4.50% Notes due 2043 | 115 | 1 | 99 | 1 |
| $350 5.65% Notes due 2043 | 336 | 7 | 347 | 7 |
| $400 5.50% Debentures due 2035 | 395 | - | 415 | - |
| Total | 2,176 | 8 | 2,220 | 8 |
| Current portion | 838 | - | ||
| Long-term portion | 1,338 | 8 | ||
| Carrying Amount | Fair Value | |||
| --- | --- | --- | --- | --- |
| December 31, 2024 <br>(millions of U.S. dollars) | Primary Debt Instruments | Derivative Instruments | Primary Debt Instruments | Derivative Instruments |
| C$1,400 2.239% Notes due 2025 | 973 | 21 | 968 | 21 |
| $500 3.35% Notes due 2026 | 499 | - | 491 | - |
| $500 5.85% Notes due 2040 | 493 | - | 507 | - |
| $119 4.50% Notes due 2043 | 116 | - | 94 | - |
| $350 5.65% Notes due 2043 | 342 | - | 338 | - |
| $400 5.50% Debentures due 2035 | 397 | - | 401 | - |
| Total | 2,820 | 21 | 2,799 | 21 |
| Current portion | 973 | 21 | ||
| Long-term portion | 1,847 | - |
Debt Repayment
In May 2025, the Company repaid its C$1.4 billion (U.S. $1.0 billion) 2.239% notes upon maturity with cash on hand and settled the related cash flow hedge derivative instruments. In September 2024, the Company repaid the remaining $242 million balance of its $450 million 3.85% notes upon maturity with cash on hand.
Fair value hedges
In September 2025, the Company entered fixed-to-floating interest rate swaps totaling $410 million in notional amount. Under these arrangements, the Company receives a fixed rate of interest and pays a variable rate based on SOFR plus a spread. These swaps are designated as fair value hedges for a portion of each of the Company's $119 million principal amount of 4.50% notes due May 2043 ($80 million hedged) and $350 million principal amount of 5.65% notes due November 2043 ($330 million hedged), covering the remaining term to debt maturity. The swaps were entered as part of the Company's strategy to manage interest rate risk. A change of 100-basis points in SOFR, either an increase or decrease, would increase or decrease annual interest expense by approximately $4 million. The Company seeks to achieve a 1:1 hedge ratio between the notional principal amount of the swaps and the underlying debt exposures.
In addition, the Company has credit support agreements with its counterparties under which one party may call on the other party to post cash collateral when the market value of the swaps exceeds specific thresholds, thus limiting credit exposure for the party in a fair value gain position. There was no cash collateral posted or received as of September 30, 2025.
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Thomson Reuters Third Quarter Report 2025
The swaps are reported at fair value in the consolidated statement of financial position with changes in their fair value recorded through the consolidated income statement. In the three and nine months ended September 30, 2025, the Company recorded $2 million of hedge ineffectiveness at inception attributable to credit charges inherent in the swaps. This amount is reported within “Other finance income (costs)” in the consolidated income statement. The fair value of the swaps was a liability of $8 million, reported within "other financial liabilities, non-current", in the consolidated statement of financial position as of September 30, 2025.
Fair value estimation
The following fair value measurement hierarchy is used for financial instruments that are measured in the consolidated statement of financial position at fair value:
- Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
- Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The levels used to determine fair value measurements for those instruments carried at fair value in the consolidated statement of financial position are as follows:
| September 30, 2025<br>(millions of U.S. dollars) | Level 1 | Level 2 | Level 3 | Total <br>Balance |
|---|---|---|---|---|
| Assets | ||||
| Money market accounts and other securities | - | 293 | - | 293 |
| Other receivables(1) | - | - | 373 | 373 |
| Financial assets at fair value through earnings | - | 293 | 373 | 666 |
| Financial assets at fair value through other comprehensive income(2) | - | - | 143 | 143 |
| Total assets | - | 293 | 516 | 809 |
| Liabilities | ||||
| Derivatives used for hedging(3) | - | (8) | - | (8) |
| Contingent consideration(4) | - | - | (39) | (39) |
| Financial liabilities at fair value through earnings | - | (8) | (39) | (47) |
| Total liabilities | - | (8) | (39) | (47) |
| December 31, 2024 <br>(millions of U.S. dollars) | Level 1 | Level 2 | Level 3 | Total <br>Balance |
| --- | --- | --- | --- | --- |
| Assets | ||||
| Money market accounts and other securities | - | 1,095 | - | 1,095 |
| Other receivables(1) | - | - | 360 | 360 |
| Financial assets at fair value through earnings | - | 1,095 | 360 | 1,455 |
| Financial assets at fair value through other comprehensive income(2) | 1 | - | 98 | 99 |
| Total assets | 1 | 1,095 | 458 | 1,554 |
| Liabilities | ||||
| Derivatives used for hedging(3) | - | (21) | - | (21) |
| Contingent consideration(4) | - | - | (51) | (51) |
| Financial liabilities at fair value through earnings | - | (21) | (51) | (72) |
| Total liabilities | - | (21) | (51) | (72) |
- Receivables under an indemnification arrangement and contingent receivable (see below).
- Investments in entities over which the Company does not have control, joint control or significant influence.
- As of September 30, 2025, comprised of fixed-to-floating interest rate swaps on indebtedness maturing in 2043. As of December 31, 2024, comprised of fixed-to-fixed cross-currency interest rate swaps on indebtedness that matured in May 2025.
- Obligations to pay additional consideration for prior acquisitions, based upon performance measures contractually agreed at the time of purchase, and to purchase shares from minority owners of a subsidiary.
As of September 30, 2025, other receivables in level 3 of the fair value measurement hierarchy include $290 million (2024 - $272 million) due from an indemnification arrangement and $83 million (2024 - $88 million) in contingent receivables from the sale of our FindLaw business in December 2024, the fair value of which is subject to the achievement of certain performance milestones through June 2026. The increase in the receivables between September 30, 2025 and December 31, 2024 is primarily due to fair value gains associated with the indemnification arrangement due to net foreign exchange gains and changes in interest rates associated with the indemnifying party’s credit profile, which are included in “(Loss) earnings from discontinued operations, net of tax”, within the consolidated income statement.
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The Company recognizes transfers into and out of the fair value measurement hierarchy levels at the end of the reporting period in which the event or change in circumstances that caused the transfer occurred. There were no transfers between hierarchy levels for the nine months ended September 30, 2025.
Valuation Techniques
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Specific valuation techniques used to value financial instruments include:
- The fair value of investments predominantly reflect pricing from equity funding rounds;
- The fair value of receivables due under indemnification arrangement considers estimated future cash flows, current market interest rates and non-performance risk;
- The fair value of contingent receivables from the sale of FindLaw are based on a discounted cash flow analysis;
- The fair value of contingent consideration liability is calculated based on estimates of future revenue performance or the achievement of certain commercial milestones; and
- Both the fixed-to-floating interest rate swaps as of September 30, 2025 and fixed-to-fixed cross-currency interest rate swaps as of December 31, 2024 were measured using discounted cash flows with discount rates derived from observable yield curves.
Note 12: Other Non-Current Assets
The components of other non-current assets include the following:
| September 30, | December 31, | |
|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 |
| Cash surrender value of life insurance policies | 382 | 370 |
| Deferred commissions | 90 | 98 |
| Net defined benefit plan surpluses | 49 | 40 |
| Other non-current assets(1) | 108 | 117 |
| Total other non-current assets | 629 | 625 |
- Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $96 million and $89 million as of September 30, 2025 and December 31, 2024, respectively (see note 18).
Note 13: Payables, Accruals and Provisions
The components of payables, accruals and provisions include the following:
| September 30, | December 31, | |
|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 |
| Trade payables | 144 | 176 |
| Accruals | 691 | 799 |
| Provisions | 56 | 63 |
| Other current liabilities | 56 | 53 |
| Total payables, accruals and provisions | 947 | 1,091 |
Note 14: Provisions and Other Non-Current Liabilities
The components of provisions and other non-current liabilities include the following:
| September 30, | December 31, | |
|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 |
| Net defined benefit plan obligations | 520 | 523 |
| Deferred compensation and employee incentives | 76 | 75 |
| Provisions | 64 | 62 |
| Other non-current liabilities | 15 | 15 |
| Total provisions and other non-current liabilities | 675 | 675 |
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Note 15: Capital
Share repurchases – Normal Course Issuer Bid (“NCIB”)
The Company buys back shares (and subsequently cancels them) from time to time as part of its capital strategy. Share repurchases are typically executed under a NCIB program, which is approved by the TSX. The current NCIB program allows the Company to repurchase up to 10 million common shares between August 19, 2025 and August 18, 2026. In August 2025, the Company announced its intention to repurchase up to $1.0 billion of its common shares. The Company completed this program in late October 2025, pursuant to which it repurchased a total of 6.0 million common shares.
The Company may repurchase common shares in open market transactions on the TSX, Nasdaq and/or other exchanges and alternative trading systems, if eligible, or by such other means as may be permitted by the TSX and/or Nasdaq or under applicable law, including private agreement purchases or share purchase program agreement purchases, if the Company receives, if applicable, an issuer bid exemption order in the future from applicable securities regulatory authorities in Canada for such purchases. The price that the Company will pay for common shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by the TSX.
Details of share repurchases are as follows:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Share repurchases (millions of U.S. dollars) | 670 | - | 670 | 639 |
| Shares repurchased (number in millions) | 3.9 | - | 3.9 | 4.1 |
| Share repurchases - average price per share | $172.03 | - | $172.03 | $156.92 |
Decisions regarding any future repurchases will depend on certain factors, such as market conditions, share price, and other opportunities to invest capital for growth. The Company may elect to suspend or discontinue share repurchases at any time, in accordance with applicable laws. From time to time when the Company does not possess material nonpublic information about itself or its securities, it may enter into a pre-defined plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with the Company’s broker will be adopted in accordance with applicable Canadian securities laws and the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended. The Company entered into such a plan with its broker on September 4, 2025. As a result, the Company recorded a $292 million liability in “Other financial liabilities” within current liabilities as of September 30, 2025, with a corresponding amount recorded in equity in the consolidated statement of financial position.
In addition to the above amounts, there were $38 million of liabilities related to unsettled share repurchases as well as $17 million of excise taxes payable as of September 30, 2025. Both these amounts are included in the consolidated statement of changes in equity.
Dividends
Dividends on common shares are declared in U.S. dollars. In the consolidated statement of cash flow, dividends paid on common shares are shown net of amounts reinvested in the Company under its dividend reinvestment plan.
Details of dividends declared per common share and dividends paid on common shares are as follows:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| (millions of U.S. dollars, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |
| Dividends declared per common share | $0.595 | $0.54 | $1.785 | $1.62 | |
| Dividends declared | 268 | 243 | 804 | 730 | |
| Dividends reinvested | (8) | (7) | (25) | (22) | |
| Dividends paid | 260 | 236 | 779 | 708 |
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Thomson Reuters Third Quarter Report 2025
Note 16: Supplemental Cash Flow Information
Details of “Other” within the net cash provided by operating activities section in the consolidated statement of cash flow are as follows:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |
| Non-cash employee benefit charges | 44 | 38 | 129 | 108 | |
| Net (gains) losses on foreign exchange and derivative financial <br> instruments | (6) | 31 | 52 | 6 | |
| Fair value adjustments (see note 5) | 5 | - | 19 | (8) | |
| Other | 9 | (13) | 23 | 67 | |
| 52 | 56 | 223 | 173 |
Details of “Changes in working capital and other items” within the net cash provided by operating activities section in the consolidated statement of cash flow are as follows:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |
| Trade and other receivables | 28 | 68 | 55 | 112 | |
| Prepaid expenses and other current assets | 16 | 47 | 32 | 36 | |
| Payables, accruals and provisions | 21 | 39 | (218) | (148) | |
| Deferred revenue | (29) | 7 | 32 | 27 | |
| Income taxes(1) | 73 | 44 | 49 | 258 | |
| Other | (2) | 1 | (29) | (33) | |
| 107 | 206 | (79) | 252 |
- The three and nine months ended September 30, 2024 includes current tax liabilities that were recorded on the sale of LSEG shares (see note 8), for which the tax payments are included in investing activities.
Details of income taxes paid are as follows:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |
| Operating activities - continuing operations | (15) | (25) | (165) | (171) | |
| Investing activities - continuing operations | (33) | (65) | (33) | (202) | |
| Total income taxes paid | (48) | (90) | (198) | (373) |
Note 17: Acquisitions
Acquisitions include the purchase of a controlling or a non-controlling interest in a business. Acquisitions also include asset acquisitions for the purchase of other identifiable intangible assets. Acquisitions where control is acquired are integrated into existing operations of the Company to broaden its offerings to customers as well as its presence in global markets. The results of acquired businesses are included in the consolidated financial statements from the date of acquisition.
In 2024, the Company acquired Pagero in stages, resulting in the presentation of the consideration in the investing and financing sections of the consolidated statement of cash flow. See “Pagero” section below for additional details.
Acquisition activity
The number of acquisitions completed, and the related consideration in the three and nine months ended September 30, 2025 and 2024 are as follows:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||
|---|---|---|---|---|
| Number of transactions | 2025 | 2024 | 2025 | 2024 |
| Businesses acquired | 2 | 1 | 3 | 3 |
| Investments in businesses | 3 | 2 | 10 | 6 |
| Asset acquisitions | 1 | - | 1 | 1 |
| 6 | 3 | 14 | 10 |
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Thomson Reuters Third Quarter Report 2025
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||
|---|---|---|---|---|
| Total consideration | 2025 | 2024 | 2025 | 2024 |
| Businesses acquired, net of cash | 156 | 7 | 741 | 445 |
| Investments in businesses | 9 | 15 | 37 | 24 |
| Asset acquisitions | 13 | - | 13 | 15 |
| Deferred and contingent consideration <br> payments | 15 | 3 | 32 | 8 |
| 193 | 25 | 823 | 492 |
The following provides a brief description of the most significant acquisitions completed in the nine months ended September 30, 2025 and 2024:
| Date | Company | Acquiring Segments | Description |
|---|---|---|---|
| January 2025 | cPaperless, LLC ("SafeSend") | Tax & Accounting Professionals | A U.S. based cloud-native provider of technology for tax and accounting professionals. SafeSend automates the “last-mile” of the tax return, including assembly, review, taxpayer e-signature, and delivery. |
| September 2025 | Additive AI, Inc. ("Additive") | Tax & Accounting Professionals | Uses artificial intelligence to automate tax document processing for tax and accounting professionals. Additive's GenAI-native platform ingests and parses complex U.S. federal tax forms, including schedule K-1, during tax preparation. |
| January 2024 | Pagero Group AB (publ) (“Pagero”) | Corporates | A global leader in e-invoicing and indirect tax solutions, which it delivers through its Smart Business Network. |
| January 2024 | World Business Media Limited ("The Insurer") | Reuters News | A cross-platform, subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry. |
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Thomson Reuters Third Quarter Report 2025
The details of net assets acquired, including purchase price adjustments are as follows:
| Nine Months Ended September 30, | Nine Months Ended September 30, | |||||
|---|---|---|---|---|---|---|
| (millions of U.S. dollars) | 2025 | 2024 | ||||
| SafeSend | Other | Total | Pagero | Other | Total | |
| Cash and cash equivalents | 14 | 6 | 20 | 10 | 2 | 12 |
| Trade receivables | 11 | 1 | 12 | 21 | 3 | 24 |
| Prepaid expenses and other current assets | 2 | - | 2 | 6 | 1 | 7 |
| Current assets | 27 | 7 | 34 | 37 | 6 | 43 |
| Property and equipment | 1 | - | 1 | 8 | - | 8 |
| Computer software | 225 | 64 | 289 | 255 | - | 255 |
| Other identifiable intangible assets | 38 | 6 | 44 | 30 | 18 | 48 |
| Equity method investments | - | - | - | 45 | - | 45 |
| Other non-current assets | 1 | - | 1 | 4 | - | 4 |
| Total assets | 292 | 77 | 369 | 379 | 24 | 403 |
| Payables and accruals | (4) | - | (4) | (39) | (1) | (40) |
| Current taxes payable | - | - | - | (1) | (1) | (2) |
| Deferred revenue | (16) | (2) | (18) | (17) | (5) | (22) |
| Other financial liabilities | - | - | - | (2) | (6) | (8) |
| Current liabilities | (20) | (2) | (22) | (59) | (13) | (72) |
| Long-term indebtedness | - | - | - | (48) | - | (48) |
| Provisions and other non-current liabilities | - | - | - | (1) | - | (1) |
| Other financial liabilities | (1) | - | (1) | (14) | (24) | (38) |
| Deferred tax | (53) | (16) | (69) | (33) | (5) | (38) |
| Total liabilities | (74) | (18) | (92) | (155) | (42) | (197) |
| Net assets acquired | 218 | 59 | 277 | 224 | (18) | 206 |
| Goodwill | 381 | 103 | 484 | 573 | 66 | 639 |
| Total | 599 | 162 | 761 | 797 | 48 | 845 |
| Businesses acquired, net of cash | 585 | 156 | 741 | 399 | 46 | 445 |
| Non-controlling interests | - | - | - | 388 | - | 388 |
The excess of the purchase price over the net assets acquired was recorded as goodwill and reflects synergies and the value of the acquired workforce. Relative to the acquisitions completed in the nine months ended September 30, 2025 and 2024, the majority of goodwill is not expected to be deductible for tax purposes.
Purchase price allocation
Purchase price allocations related to certain acquisitions may be subject to adjustment pending completion of final valuations. Purchase price allocations related to the Company's Pagero acquisition were completed as of December 31, 2024. Accordingly, the net assets acquired as of September 30, 2024 were revised to reflect the final purchase price adjustments, including computer software, other identifiable intangible assets, goodwill, equity method investments, cash and cash equivalents and other assets.
Pagero
In January 2024, the Company acquired a controlling interest in Pagero through a public tender offer. Subsequently, the Company purchased the remaining interests from the non-controlling shareholders to increase its ownership of Pagero to 100%.
The non-controlling interest was measured at fair value, based on the tender offer price of SEK 50 per share, on the date of acquisition and recorded as part of equity. After the date of acquisition, the non-controlling interest was adjusted for its proportionate share of changes in equity. After the Company gained control of Pagero, purchases of the remaining shares from the non-controlling interests reduced equity and were presented in financing activities within the consolidated statement of cash flow.
Other
The revenues and operating profit of acquired businesses were not material to the Company’s results of operations.
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Thomson Reuters Third Quarter Report 2025
Note 18: Contingencies
Lawsuits and legal claims
The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, employment matters, commercial matters, privacy and data protection matters, defamation matters and intellectual property infringement matters. The outcome of all the matters against the Company is subject to future resolution, including uncertainties of litigation. Litigation outcomes are difficult to predict with certainty due to various factors, including but not limited to: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories and procedures and their resolution by the courts, at both trial and appellate levels; and the unpredictable nature of opposing parties. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial condition taken as a whole.
Uncertain tax positions
The Company is subject to taxation in numerous jurisdictions and is routinely under audit by many different taxing authorities in the ordinary course of business. There are many transactions and calculations during the course of business for which the ultimate tax determination is uncertain, as taxing authorities may challenge some of the Company’s positions and propose adjustments or changes to its tax filings.
As a result, the Company maintains provisions for uncertain tax positions that it believes appropriately reflect its risk. These provisions are made using the Company’s best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, the Company performs an expected value calculation to determine its provisions. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances. Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from the Company’s provisions. However, based on currently enacted legislation, information currently known by the Company and after consultation with outside tax advisors, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial condition taken as a whole.
Prior to December 31, 2023, the Company paid $430 million of tax as required under notices of assessment issued by the U.K. tax authority, HM Revenue & Customs (“HMRC”), under the Diverted Profits Tax (“DPT”) regime that collectively related to the 2015, 2016, 2017 and 2018 taxation years of certain of its current and former U.K. affiliates. The Company does not believe these current and former U.K. affiliates fall within the scope of the DPT regime. Because the Company believes its position is supported by the weight of law, it intends to vigorously defend its position and will continue contesting these assessments through all available administrative and judicial remedies. As the assessments largely relate to businesses that the Company has sold, the majority are subject to indemnity arrangements under which the Company has been required to pay additional taxes to HMRC or the indemnity counterparty.
The Company does not believe that the resolution of these matters will have a material adverse effect on its financial condition taken as a whole. Payments made by the Company are not a reflection of its view on the merits of the case. As the Company expects to receive refunds of substantially all of the amounts paid pursuant to these notices of assessment, it has recorded substantially all of these payments as non-current receivables from HMRC or the indemnity counterparty, in its financial statements.
Guarantees
The Company has an investment in 3 Times Square Associates LLC (“3XSQ Associates”), an entity jointly owned by a subsidiary of the Company and Rudin Times Square Associates LLC (“Rudin”), that owns and operates the 3 Times Square office building (“the building”) in New York, New York. In May 2025, 3XSQ Associates extended the maturity of its 3-year term loan facility from June 2025 for an additional 2 years to June 2027 and reduced the facility to $385 million from $415 million. The facility was obtained in 2022 to refinance existing debt, fund the building’s redevelopment, and cover interest and operating costs during the redevelopment period. The building is pledged as loan collateral. Thomson Reuters and Rudin each guarantee 50% of (i) certain principal loan amounts and (ii) interest and operating costs. Thomson Reuters and Rudin also jointly and severally guarantee (i) completion of commenced works and (ii) lender losses arising from disallowed acts, environmental or otherwise. To minimize economic exposure to 50% for the joint and several obligations, Thomson Reuters and a parent entity of Rudin entered into a cross-indemnification arrangement. The Company believes the value of the building is expected to be sufficient to cover obligations that could arise from the guarantees. The guarantees do not impact the Company’s ability to borrow funds under its $2.0 billion syndicated credit facility or the related covenant calculation.
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Thomson Reuters Third Quarter Report 2025
Note 19: Related Party Transactions
As of September 30, 2025, the Company’s principal shareholder, Woodbridge (together with its affiliates), beneficially owned approximately 70% of the Company’s common shares.
Transactions with 3XSQ Associates
In the nine months ended September 30, 2025, the Company contributed $5 million in cash pursuant to a capital call and made an $18 million in-kind contribution representing the fair value of guarantees provided in connection with a $385 million loan facility obtained by 3XSQ Associates (see note 18).
Except for the above transactions, there were no new significant related party transactions during the first nine months of 2025. Refer to “Related Party Transactions” disclosed in note 32 of the Company’s consolidated financial statements for the year ended December 31, 2024, which are included in the Company’s 2024 annual report, for information regarding related party transactions.
Page 65
EX-99.3
EXHIBIT 99.3
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steve Hasker, certify that:
- I have reviewed this report on Form 6-K of Thomson Reuters Corporation;
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
- The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
- Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
- Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
- Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
- Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
- The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
- All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
- Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 5, 2025
| /s/ Steve Hasker |
|---|
| Steve Hasker |
| President and Chief Executive Officer |
EX-99.4
EXHIBIT 99.4
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Eastwood, certify that:
- I have reviewed this report on Form 6-K of Thomson Reuters Corporation;
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
- The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
- Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
- Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
- Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
- Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
- The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
- All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
- Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 5, 2025
| /s/ Michael Eastwood |
|---|
| Michael Eastwood |
| Chief Financial Officer |
EX-99.5
EXHIBIT 99.5
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report of Thomson Reuters Corporation (the “Corporation”) on Form 6-K for the period ended September 30, 2025, as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), I, Steve Hasker, President and Chief Executive Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
- The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
- The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
Date: November 5, 2025
| /s/ Steve Hasker |
|---|
| Steve Hasker |
| President and Chief Executive Officer |
EX-99.6
EXHIBIT 99.6
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report of Thomson Reuters Corporation (the “Corporation”) on Form 6-K for the period ended September 30, 2025, as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Eastwood, Chief Financial Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
- The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
- The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
Date: November 5, 2025
| /s/ Michael Eastwood |
|---|
| Michael Eastwood |
| Chief Financial Officer |
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