Thomson Reuters Corp 6-K, filed May 1, 2025

Thomson Reuters Corp (TRI)

6-K 2025-05-01 For: 2025-05-01

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Thomson Reuters Corp filed this 6-K on May 1, 2025.

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THOMSON REUTERS CORPORATION
(Registrant)

By:		/s/ Jennifer Ruddick
		Name: Jennifer Ruddick
		Title: Deputy Company Secretary


Exhibit Number		Description

99.1		News release dated May 1, 2025 – Thomson Reuters Reports First-Quarter 2025 Results


Three Months Ended March 31, (Millions of U.S. dollars, except for adjusted EBITDA margin and EPS) (unaudited)
	2025			2024			Change			Change at Constant Currency
IFRS Financial Measures⁽¹⁾
Revenues	$	1,900		$	1,885			1	%
Operating profit	$	563		$	557			1	%
Diluted earnings per share (EPS)	$	0.96		$	1.06			-9	%
Net cash provided by operating activities	$	445		$	432			4	%
Non-IFRS Financial Measures⁽¹⁾
Revenues	$	1,900		$	1,885			1	%		2	%
Adjusted EBITDA	$	809		$	806			0	%		0	%
Adjusted EBITDA margin		42.3	%		42.7	%		-40bp			-80bp
Adjusted EPS	$	1.12		$	1.11			1	%		1	%
Free cash flow	$	277		$	271			3	%

(1) In addition to results reported in accordance with International Financial Reporting Standards (IFRS), the company uses certain non-IFRS financial measures as supplemental indicators of its operating performance and financial position. See the “Non-IFRS Financial Measures” section and the tables appended to this news release for additional information on these and other non-IFRS financial measures, including how they are defined and reconciled to the most directly comparable IFRS measures.


(Millions of U.S. dollars, except for adjusted EBITDA margins) (unaudited)

	Three Months Ended
	March 31,						Change
	2025			2024			Total			Constant Currency⁽¹⁾			Organic⁽¹⁾⁽²⁾

Revenues
Legal Professionals	$	693		$	721			-4	%		-3	%		8	%
Corporates		541			507			7	%		7	%		9	%
Tax & Accounting Professionals		360			328			10	%		12	%		11	%

“Big 3” Segments Combined⁽¹⁾		1,594			1,556			2	%		3	%		9	%
Reuters News		196			210			-7	%		-7	%		-7	%
Global Print		116			124			-6	%		-5	%		-5	%
Eliminations/Rounding		(6	)		(5	)

Revenues	$	1,900		$	1,885			1	%		2	%		6	%

Adjusted EBITDA⁽¹⁾
Legal Professionals	$	336		$	342			-2	%		-2	%
Corporates		213			193			10	%		10	%
Tax & Accounting Professionals		210			181			17	%		17	%

“Big 3” Segments Combined⁽¹⁾		759			716			6	%		6	%
Reuters News		39			60			-34	%		-37	%
Global Print		44			47			-7	%		-7	%
Corporate costs		(33	)		(17	)		n/a			n/a

Adjusted EBITDA	$	809		$	806			0	%		0	%

Adjusted EBITDA Margin⁽¹⁾
Legal Professionals		48.4	%		47.4	%		100bp			60bp
Corporates		39.4	%		37.8	%		160bp			100bp
Tax & Accounting Professionals		56.7	%		55.0	%		170bp			100bp
“Big 3” Segments Combined⁽¹⁾		47.3	%		45.8	%		150bp			90bp
Reuters News		20.0	%		28.3	%		-830bp			-910bp
Global Print		37.8	%		38.2	%		-40bp			-70bp
Adjusted EBITDA margin		42.3	%		42.7	%		-40bp			-80bp
(1) See the “Non-IFRS Financial Measures” section and the tables appended to this news release for additional information on these and other non-IFRS financial measures. To compute segment and consolidated adjusted EBITDA margin, the company excludes fair value adjustments related to acquired deferred revenue. (2) Computed for revenue growth only. n/a: not applicable



Total Thomson Reuters	FY 2024 Reported	FY 2025 Outlook

Total Revenue Growth	7%	3.0 - 3.5% ⁽²⁾

Organic Revenue Growth⁽¹⁾	7%	7.0 - 7.5%

Adjusted EBITDA Margin⁽¹⁾	38.2%	~39%

Corporate Costs	$105 million	$120 - $130 million

Free Cash Flow⁽¹⁾	$1.8 billion	~$1.9 billion

Accrued Capex as % of Revenue⁽¹⁾	8.4%	~8%

Depreciation & Amortization of Computer Software Depreciation & Amortization of Internally Developed Software Amortization of Acquired Software	$731 million $584 million $147 million	$835 - $855 million $635 - $655 million ~$200 million

Interest Expense (P&L)	$125 million	~$150 million

Effective Tax Rate on Adjusted Earnings⁽¹⁾	17.6%	~19%

“Big 3” Segments⁽¹⁾	FY 2024 Reported	FY 2025 Outlook

Total Revenue Growth	8%	~4% ⁽²⁾

Organic Revenue Growth	9%	~9%

Adjusted EBITDA Margin	42.1%	~43%


For the month of May 2025		Commission File Number: 1-31349


	March 31, 2025			December 31, 2024
Assets
Cash and cash equivalents	$	1,371		$	1,968
Trade and other receivables		1,055			1,087
Other financial assets		35			35
Prepaid expenses and other current assets		428			400

Current assets		2,889			3,490
Property and equipment, net		375			386
Computer software, net		1,641			1,453
Other identifiable intangible assets, net		3,151			3,134
Goodwill		7,719			7,262
Equity method investments		269			269
Other financial assets		452			442
Other non-current assets		615			625
Deferred tax		1,367			1,376

Total assets	$	18,478		$	18,437

Liabilities and equity
Liabilities
Current indebtedness	$	973		$	973
Payables, accruals and provisions		878			1,091
Current tax liabilities		177			197
Deferred revenue		1,016			1,062
Other financial liabilities		115			113

Current liabilities		3,159			3,436
Long-term indebtedness		1,840			1,847
Provisions and other non-current liabilities		665			675
Other financial liabilities		215			232
Deferred tax		303			241

Total liabilities		6,182			6,431

Equity
Capital		3,520			3,498
Retained earnings		9,871			9,699
Accumulated other comprehensive loss		(1,095	)		(1,191	)

Total equity		12,296			12,006

Total liabilities and equity	$	18,478		$	18,437


	Three Months Ended March 31,
	2025			2024
Cash provided by (used in):
Operating activities
Earnings from continuing operations	$	425		$	464
Adjustments for:
Depreciation		27			28
Amortization of computer software		174			153
Amortization of other identifiable intangible assets		25			25
Share of post-tax losses in equity method investments		6			8
Deferred tax		19			(150	)
Other		64			48
Changes in working capital and other items		(293	)		(143	)

Operating cash flows from continuing operations		447			433
Operating cash flows from discontinued operations		(2	)		(1	)

Net cash provided by operating activities		445			432

Investing activities
Acquisitions, net of cash acquired		(606	)		(448	)
Payments related to disposals of businesses and investments		—			(4	)
Proceeds from sales of LSEG shares		—			1,244
Capital expenditures		(151	)		(145	)
Other investing activities		1			—
Taxes paid on sales of LSEG shares and disposals of businesses		—			(16	)

Net cash (used in) provided by investing activities		(756	)		631

Financing activities
Repayments of debt		—			(48	)
Net borrowings under short-term loan facilities		—			564
Payments of lease principal		(17	)		(15	)
Repurchases of common shares		—			(352	)
Dividends paid on preference shares		(1	)		(1	)
Dividends paid on common shares		(259	)		(237	)
Purchase of non-controlling interests		—			(380	)
Other financing activities		(11	)		(1	)

Net cash used in financing activities		(288	)		(470	)

Translation adjustments		2			(2	)

(Decrease) increase in cash and cash equivalents		(597	)		591
Cash and cash equivalents at beginning of period		1,968			1,298

Cash and cash equivalents at end of period	$	1,371		$	1,889


	Three Months Ended						Year Ended
	March 31,						December 31,
	2025			2024			2024
Earnings from continuing operations	$	425		$	464		$	2,192
Adjustments to remove:
Tax expense (benefit)		92			67			(123	)
Other finance costs (income)		10			(22	)		(45	)
Net interest expense		30			40			125
Amortization of other identifiable intangible assets		25			25			91
Amortization of computer software		174			153			618
Depreciation		27			28			113

EBITDA	$	783		$	755		$	2,971
Adjustments to remove:
Share of post-tax losses (earnings) in equity method investments		6			8			(40	)
Other operating losses (gains), net		3			41			(144	)
Fair value adjustments*		17			2			(8	)

Adjusted EBITDA⁽¹⁾	$	809		$	806		$	2,779

Adjusted EBITDA margin⁽¹⁾		42.3	%		42.7	%		38.2	%


	Three Months Ended March 31,						Year Ended December 31,
	2025			2024			2024
Net earnings	$	434		$	478		$	2,207
Adjustments to remove:
Fair value adjustments*		17			2			(8	)
Amortization of acquired computer software		49			38			147
Amortization of other identifiable intangible assets		25			25			91
Other operating losses (gains), net		3			41			(144	)
Other finance costs (income)		10			(22	)		(45	)
Share of post-tax losses (earnings) in equity method investments		6			8			(40	)
Tax on above items⁽¹⁾		(24	)		(32	)		(9	)
Tax items impacting comparability⁽¹⁾		1			(11	)		(478	)
Earnings from discontinued operations, net of tax		(9	)		(14	)		(15	)
Interim period effective tax rate normalization⁽¹⁾		(5	)		(9	)		—
Dividends declared on preference shares		(1	)		(1	)		(5	)

Adjusted earnings⁽¹⁾⁽²⁾	$	506		$	503		$	1,701

Adjusted EPS⁽¹⁾⁽²⁾	$	1.12		$	1.11

Total change		1	%
Foreign currency		0	%
Constant currency		1	%
Diluted weighted-average common shares (millions)		450.8			452.8


Reconciliation of Effective Tax Rate on Adjusted Earnings⁽¹⁾	Year-ended December 31,
	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	%


	Three Months Ended March 31,						Change
	2025			2024			Total			Foreign Currency			SUBTOTAL Constant Currency			Net Acquisitions/ (Divestitures)			Organic
Total Revenues
Legal Professionals	$	693		$	721			-4	%		-1	%		-3	%		-11	%		8	%
Corporates		541			507			7	%		-1	%		7	%		-2	%		9	%
Tax & Accounting Professionals		360			328			10	%		-2	%		12	%		1	%		11	%

“Big 3” Segments Combined⁽¹⁾		1,594			1,556			2	%		-1	%		3	%		-6	%		9	%
Reuters News		196			210			-7	%		0	%		-7	%		0	%		-7	%
Global Print		116			124			-6	%		-1	%		-5	%		0	%		-5	%
Eliminations/Rounding		(6	)		(5	)

Revenues	$	1,900		$	1,885			1	%		-1	%		2	%		-4	%		6	%

Recurring Revenues
Legal Professionals	$	675		$	698			-3	%		-1	%		-3	%		-11	%		8	%
Corporates		400			370			8	%		-1	%		9	%		-1	%		11	%
Tax & Accounting Professionals		207			199			4	%		-3	%		8	%		0	%		8	%

“Big 3” Segments Combined⁽¹⁾		1,282			1,267			1	%		-1	%		2	%		-7	%		9	%
Reuters News		175			164			6	%		-1	%		7	%		0	%		6	%
Eliminations/Rounding		(6	)		(5	)

Total Recurring Revenues	$	1,451		$	1,426			2	%		-1	%		3	%		-6	%		9	%

Transactions Revenues
Legal Professionals	$	18		$	23			-24	%		0	%		-24	%		-20	%		-4	%
Corporates		141			137			3	%		-1	%		3	%		-2	%		5	%
Tax & Accounting Professionals		153			129			18	%		-1	%		19	%		4	%		15	%

“Big 3” Segments Combined⁽¹⁾		312			289			8	%		0	%		8	%		-2	%		10	%
Reuters News		21			46			-54	%		1	%		-55	%		0	%		-55	%

Total Transactions Revenues	$	333		$	335			-1	%		0	%		-1	%		-1	%		1	%


	Year Ended December 31,						Change
	2024			2023			Total			Foreign Currency			SUBTOTAL Constant Currency			Net Acquisitions/ (Divestitures)			Organic
Total Revenues
Legal Professionals	$	2,922		$	2,807			4	%		0	%		4	%		-3	%		7	%
Corporates		1,844			1,620			14	%		0	%		14	%		4	%		10	%
Tax & Accounting Professionals		1,165			1,058			10	%		-1	%		11	%		1	%		10	%

“Big 3” Segments Combined⁽¹⁾		5,931			5,485			8	%		0	%		8	%		0	%		9	%
Reuters News		832			769			8	%		0	%		8	%		2	%		6	%
Global Print		519			562			-8	%		0	%		-7	%		0	%		-7	%
Eliminations/Rounding		(24	)		(22	)

Revenues	$	7,258		$	6,794			7	%		0	%		7	%		0	%		7	%


Three months ended March 31, 2025
	IFRS revenues			Remove fair value adjustments to acquired deferred revenue		Revenues excluding fair value adjustments to acquired deferred revenue			Adjusted EBITDA			Adjusted EBITDA Margin
Legal Professionals	$	693			—	$	693		$	336			48.4	%
Corporates		541			—		541			213			39.4	%
Tax & Accounting Professionals		360		$	10		370			210			56.7	%

“Big 3” Segments Combined		1,594			10		1,604			759			47.3	%
Reuters News		196			—		196			39			20.0	%
Global Print		116			—		116			44			37.8	%
Eliminations/ Rounding		(6	)		—		(6	)		—			n/a
Corporate costs		—			—		—			(33	)		n/a

Consolidated totals	$	1,900		$	10	$	1,910		$	809			42.3	%


Three months ended March 31, 2024
	IFRS revenues			Remove fair value adjustments to acquired deferred revenue		Revenues excluding fair value adjustments to acquired deferred revenue			Adjusted EBITDA			Adjusted EBITDA Margin
Legal Professionals	$	721			—	$	721		$	342			47.4	%
Corporates		507		$	3		510			193			37.8	%
Tax & Accounting Professionals		328			—		328			181			55.0	%

“Big 3” Segments Combined		1,556			3		1,559			716			45.8	%
Reuters News		210			1		211			60			28.3	%
Global Print		124			—		124			47			38.2	%
Eliminations/ Rounding		(5	)		—		(5	)		—			n/a
Corporate costs		—			—		—			(17	)		n/a

Consolidated totals	$	1,885		$	4	$	1,889		$	806			42.7	%


	March 31, 2025			December 31, 2024
Current indebtedness	$	973		$	973
Long-term indebtedness		1,840			1,847

Total debt		2,813			2,820
Swaps		25			21

Total debt after swaps		2,838			2,841
Remove fair value adjustments for hedges		2			5

Total debt after currency hedging arrangements		2,840			2,846
Remove transaction costs, premiums or discounts included in the carrying value of debt		29			22
Add: Lease liabilities (current and non-current)		248			256
Less: Cash and cash equivalents		(1,371	)		(1,968	)

Net debt	$	1,746		$	1,156

Leverage ratio of net debt to adjusted EBITDA
Adjusted EBITDA	$	2,782		$	2,779
Net debt/adjusted EBITDA		0.6:1			0.4:1


Non-IIFRS Financial Measures	Definition	Why Useful to the Company and Investors

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, Thomson Reuters 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. 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 the company does not consider to be controllable activities for this purpose. Also, represents a measure commonly reported and widely used by investors as a valuation metric, as well as to assess the company’s ability to incur and service debt.

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, Thomson Reuters 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 the company’s computation of adjusted earnings. 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. 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.	Provides a more comparable basis to analyze earnings. These measures are commonly used by shareholders to measure performance.

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. In interim periods, the company also makes 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 Thomson Reuters operates. 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. The company’s 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, the company believes that using the expected full-year effective tax rate provides more comparability among interim periods.

Free cash flow	Net cash provided by operating activities and other investing activities, less capital expenditures, payments of lease principal and dividends paid on the company’s preference shares.	Helps assess the company’s ability, over the long term, to create value for its shareholders as it represents cash available to repay debt, pay common dividends, fund share repurchases and acquisitions.

Changes before the impact of foreign currency or at “constant currency”	The changes in revenues, adjusted EBITDA and the related margin, and adjusted EPS before currency (at constant currency or excluding the effects of currency) are 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.

Changes in revenues computed on an “organic” basis	Represent changes in revenues of the company’s existing businesses at constant currency. The metric excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods.	Provides further insight into the performance of the company’s existing businesses by excluding distortive impacts and serves as a better measure of the company’s ability to grow its business over the long term.

Accrued capital expenditures as a percentage of revenues	Accrued capital expenditures divided by revenues, where accrued capital expenditures include amounts that remain unpaid at the end of the reporting period. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue.	Reflects the basis on which the company manages capital expenditures for internal budgeting purposes.

“Big 3” segments	The company’s 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 comprised approximately 80% of revenues and represent the core of the company’s business information service product offerings.

Net debt and leverage ratio of net debt to adjusted EBITDA	Net debt is total indebtedness (excluding the associated unamortized transaction costs and premiums or discount) plus the currency related fair value of associated hedging instruments, and lease liabilities less cash and cash equivalents. Net debt to adjusted EBITDA is net debt 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 leverage and its ability to pay its debt. Given that the company hedges some of its debt to reduce risk, the company includes hedging instruments as it believes it provides a better measure of the total obligation associated with its outstanding debt. However, because the company intends to hold its debt and related hedges to maturity, the company does not consider the interest components of the associated fair value of hedges in its measurements. The company reduces gross indebtedness by cash and cash equivalents. The company’s non-IFRS measure is aligned with the calculation of its internal target and is more conservative than the maximum ratio allowed under the contractual covenants in its credit facility.