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6-K

Thomson Reuters Corp /Can/ (TRI)

6-K 2025-05-02 For: 2025-05-02
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Added on April 06, 2026

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 May 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: May 2, 2025

EXHIBIT INDEX

Exhibit Number Description
99.1 Management's Discussion and Analysis
99.2 Unaudited Consolidated Financial Statements
99.3 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.4 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.6 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-99.1

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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 months ended March 31, 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, 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 April 30, 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 10
· Outlook – our financial outlook, including material assumptions and material risks 15
· Related Party Transactions - a discussion of transactions with our principal and controlling shareholder, Woodbridge (together with its affiliates), and other related parties 17
· Changes in Accounting Policies - a discussion of changes in our accounting policies 17
· Critical Accounting Estimates and Judgments - a discussion of critical estimates and judgments made by our management in applying accounting policies 17
· Additional Information - other required disclosures 18
· Appendix - supplemental information 19

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 (IASB).

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.

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.

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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
LSEG London Stock Exchange Group plc
ML Machine Learning
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
Woodbridge The Woodbridge Company Limited, our principal and controlling shareholder
$ and US$ U.S. 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 software and automation tools. We believe our workflow solutions make our customers more productive, by streamlining how they operate, enabling them to focus on higher value activities. Many of our customers use our solutions as part of their workflows, which has led to strong customer retention. We believe that our customers trust us because of our history and dependability and our deep understanding of their businesses and industries, and they rely on our services for navigating a rapidly changing and increasingly complex digital world. Over the years, our business model has proven to be capital efficient and cash flow generative, and it has enabled us to maintain leading and scalable positions in our chosen market segments.

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We are organized as five reportable segments reflecting how we manage our businesses.

<br><br>img21084890_1.jpg<br><br><br><br><br><br><br><br><br><br>img21084890_2.jpg<br><br><br><br><br><br>img21084890_3.jpg<br><br><br><br><br><br>img21084890_4.jpg<br><br><br><br><br><br><br><br>img21084890_5.jpg 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. First Quarter 2025 Revenues<br><br>img21084890_6.jpg<br><br><br><br>img21084890_7.jpg

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.

Financial Highlights

Good revenue momentum continued in the first quarter as our total revenues increased 1% despite a 4% negative impact from net acquisitions and disposals. Our revenues benefited from the acquisition of SafeSend in January 2025, however that impact was more than offset by the loss of revenues from the sale of FindLaw in December 2024. Foreign currency also had a 1% negative impact on revenue growth. Total revenues grew 2% in constant currency.

On an organic basis, our total revenues grew 6% which reflected 9% growth in recurring revenues, 1% growth in transactions revenues, and a 5% decline in Global Print. Our "Big 3" segments, which comprised 84% of total revenues, grew 9% on an organic basis driven by 9% growth in recurring and 10% growth in transactions revenues.

Our operating profit increased 1% and adjusted EBITDA was slightly higher. Adjusted EBITDA margin decreased slightly to 42.3% from 42.7%. Foreign currency had a 40 basis points positive impact on the year-over-year change in adjusted EBITDA margin. Our "Big 3" segments adjusted EBITDA increased 6% and the related margin increased to 47.3% from 45.8% in the prior-year period. Adjusted EBITDA and the related margin declined in our Reuters News and Global Print segments.

Based on our first quarter performance, we have reaffirmed our full-year 2025 outlook for all metrics originally communicated in February 2025. Refer to the “Outlook” section of this management’s discussion and analysis for further information.

In January 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.

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We also announced a 10% or $0.22 per share annualized increase in our dividend to $2.38 per common share in February 2025. 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 March 31,
Change
(millions of U.S. dollars, except per share <br>   amounts and margins) 2025 2024 Total Constant Currency
IFRS Financial Measures
Revenues 1,900 1,885 1%
Operating profit 563 557 1%
Diluted EPS $0.96 $1.06 (9%)
Non-IFRS Financial Measures
Revenues 1,900 1,885 1% 2%
Organic revenue growth 6%
Adjusted EBITDA 809 806 - -
Adjusted EBITDA margin 42.3% 42.7% (40)bp (80)bp
Adjusted EBITDA less accrued capital expenditures 671 672 -
Adjusted EBITDA less accrued capital expenditures <br>       margin 35.1% 35.6% (50)bp
Adjusted EPS $1.12 $1.11 1% 1%
“Big 3” Segments
Revenues 1,594 1,556 2% 3%
Organic revenue growth 9%
Adjusted EBITDA 759 716 6% 6%
Adjusted EBITDA margin 47.3% 45.8% 150bp 90bp

Revenues

Three months ended March 31,
Change
(millions of U.S. dollars) 2025 2024 Total Constant<br>Currency Organic
Recurring revenues 1,451 1,426 2% 3% 9%
Transactions revenues 333 335 (1%) (1%) 1%
Global Print revenues 116 124 (6%) (5%) (5%)
Revenues 1,900 1,885 1% 2% 6%

Revenues increased 1% in total due to a 2% increase in recurring revenues, which were partly offset by a 1% decline in transactions revenues and a 6% decline in Global Print revenues. Total revenue growth was negatively impacted by 4% from net acquisitions and disposals and 1% from foreign currency. Our revenues benefited from the acquisition of SafeSend in January 2025, however that impact was more than offset by the loss of revenues from the sale of FindLaw in December 2024.

On an organic basis, revenues increased 6% reflecting 9% growth in recurring revenues (76% of total revenues), 1% growth in transactions revenues and a 5% decline in Global Print revenues.

Revenues from the “Big 3” segments (84% of total revenues) increased 2% in total and 3% in constant currency. On an organic basis, revenues increased 9% due to growth both in recurring revenues and transactions revenues.

The negative impact of foreign currency on total revenue growth was primarily due to the strengthening of the U.S. dollar against most currencies, particularly the Brazilian real and Canadian dollar, compared to the prior year period.

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Operating profit, adjusted EBITDA and adjusted EBITDA less accrued capital expenditures

Operating profit increased 1% and adjusted EBITDA was slightly higher compared to the prior year. Adjusted EBITDA increased 6% for our “Big 3” segments, but declined for Reuters News and Global Print.

Adjusted EBITDA margin decreased to 42.3% from 42.7% in the prior-year period. Foreign currency contributed 40bp to the year-over-year change in the adjusted EBITDA margin.

Adjusted EBITDA less accrued capital expenditures and the related margin decreased due to the same factors that impacted adjusted EBITDA as well as slightly higher accrued capital expenditures.

Operating expenses

Three months ended March 31,
Change
(millions of U.S. dollars) 2025 2024 Total Constant<br>Currency
Operating expenses 1,108 1,081 2% 3%
Remove fair value adjustments(1) (7) 2
Operating expenses, excluding fair value <br>   adjustments 1,101 1,083 2% 3%
  • 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.

Operating expenses, excluding fair value adjustments, increased in total and on a constant currency basis, primarily due to the impact of the SafeSend and other acquisitions, and higher technology, compensation and other costs in our business. The increase in operating expenses was offset, in part, by lower costs due to divestitures, mainly related to FindLaw.

Depreciation and amortization

Three months ended March 31,
(millions of U.S. dollars) 2025 2024 Change
Depreciation 27 28 (6%)
Amortization of computer software
Internally developed 125 115 9%
Acquisition-related 49 38 27%
Total amortization of computer software 174 153 14%
Amortization of other identifiable intangible assets 25 25 1%
  • Depreciation decreased slightly primarily due to assets acquired in previous years becoming fully depreciated.
  • Total amortization of computer software increased due to acquisitions and product development.
  • Amortization of other identifiable intangible assets was essentially unchanged as the completion of amortization of assets acquired in previous years was offset by higher expenses associated with recent acquisitions.

Other operating losses, net

Three months ended March 31,
(millions of U.S. dollars) 2025 2024
Other operating losses, net 3 41

Other operating losses, net, were $3 million in the first quarter of 2025. Other operating losses, net, were $41 million in the first quarter of 2024 and included acquisition-related deal costs and costs related to a legal provision.

Net interest expense

Three months ended March 31,
(millions of U.S. dollars) 2025 2024 Change
Net interest expense 30 40 (23%)

Net interest expense decreased primarily because the prior year period included interest expense on commercial paper borrowings and on our $242 million, 3.85% notes, both of which were repaid in 2024.

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Other finance costs (income)

Three months ended March 31,
(millions of U.S. dollars) 2025 2024
Other finance costs (income) 10 (22 )

In each period, other finance costs (income) primarily included net foreign exchange losses or gains on intercompany funding arrangements.

Share of post-tax losses in equity method investments

Three months ended March 31,
(millions of U.S. dollars) 2025 2024
Share of post-tax losses in equity method investments 6 8

Share of post-tax losses in equity method investments were not significant.

Tax expense

Three months ended March 31,
(millions of U.S. dollars) 2025 2024
Tax expense 92 67

Tax expense was $92 million and $67 million in the first quarter of 2025 and 2024, respectively. In the first quarter of 2024, tax expense included a $15 million benefit from the release of tax reserves due to the favorable resolution of a tax dispute.

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 in top-up tax expense in both the first quarter of 2025 and 2024, respectively, which was attributable to our earnings in Switzerland.

Tax expense 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.

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The comparability of our tax expense was impacted by various transactions and accounting adjustments during each period. The following table sets forth certain components within income tax expense that impact comparability from period to period:

Three months ended March 31,
(millions of U.S. dollars) 2025 2024
(Benefit) expense
Tax items impacting comparability:
Discrete changes to uncertain tax positions(1) - (15 )
Deferred tax adjustments(2) 1 4
Subtotal 1 (11 )
Tax related to:
Amortization of acquired computer software (11 ) (9 )
Amortization of other identifiable intangible assets (6 ) (6 )
Other operating losses, net - (5 )
Other finance (costs) income (3 ) (6 )
Share of post-tax losses in equity method investments (1 ) (5 )
Other items (3 ) (1 )
Subtotal (24 ) (32 )
Total (23 ) (43 )
  • 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 to deferred tax assets attributable to a non-U.S. subsidiary.

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 March 31,
(millions of U.S. dollars) 2025 2024
Tax expense 92 67
Remove: Items from above impacting comparability 23 43
Other adjustment:
Interim period effective tax rate normalization(1) 5 9
Total tax expense on adjusted earnings 120 119

(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.

Results of discontinued operations

Three months ended March 31,
(millions of U.S. dollars) 2025 2024
Earnings from discontinued operations, net of tax 9 14

In each period, earnings from discontinued operations, net of tax, were primarily comprised of earnings arising on a receivable balance from LSEG relating to a tax indemnity. The earnings were due to changes in foreign exchange and interest rates. The first quarter of 2024 also included benefits from the release of reserves that are no longer required due to settlements of tax disputes.

Net earnings and diluted EPS

Three months ended March 31,
Change
(millions of U.S. dollars, except per share amounts) 2025 2024 Total Constant<br>Currency
IFRS Financial Measures
Net earnings 434 478 (9%)
Diluted EPS $0.96 $1.06 (9%)
Non-IFRS Financial Measures(1)
Adjusted earnings 506 503 -
Adjusted EPS $1.12 $1.11 1% 1%
  • 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 decreased primarily due to higher tax expense and because the prior-year period included currency benefits reflected in other finance (costs) income.

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Adjusted earnings and adjusted EPS, which excludes other finance (costs) income, as well as other adjustments, increased as slightly higher adjusted EBITDA and lower interest expense more than offset 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 months ended March 31, 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 March 31,
Change
(millions of U.S. dollars, except margins) 2025 2024 Total Constant Currency Organic
Recurring revenues 675 698 (3%) (3%) 8%
Transactions revenues 18 23 (24%) (24%) (4%)
Revenues 693 721 (4%) (3%) 8%
Segment adjusted EBITDA 336 342 (2%) (2%)
Segment adjusted EBITDA margin 48.4% 47.4% 100bp 60bp

Revenues decreased in total and in constant currency due to the divestiture of FindLaw. On an organic basis, revenues increased 8% due to 8% growth in recurring revenues (97% of the Legal Professionals segment revenues) driven by Westlaw, CoCounsel, Practical Law, CLEAR and the segment’s international businesses. Transactions revenues declined 4% organically.

Segment adjusted EBITDA decreased 2% and the related margin increased 100bp to 48.4% reflecting the divestiture of the FindLaw business and a favorable impact from foreign currency which benefited the year-over-year change in segment adjusted EBITDA margin by 40bp.

Corporates

Three months ended March 31,
Change
(millions of U.S. dollars, except margins) 2025 2024 Total Constant Currency Organic
Recurring revenues 400 370 8% 9% 11%
Transactions revenues 141 137 3% 3% 5%
Revenues 541 507 7% 7% 9%
Segment adjusted EBITDA 213 193 10% 10%
Segment adjusted EBITDA margin 39.4% 37.8% 160bp 100bp

Revenues increased in total and in constant currency, despite the impact of the divestiture of certain non-core businesses. On an organic basis, revenues increased 9% driven by 11% growth in recurring revenues (74% of the Corporates segment revenues) primarily driven by Indirect and Direct Tax, Practical Law, Pagero, CLEAR and the segment’s international businesses. Transactions revenues increased 5% on an organic basis driven by Confirmation, SurePrep, Indirect Tax, Pagero and the segment’s international businesses.

Segment adjusted EBITDA increased 10% and the related margin increased 160bp to 39.4% primarily reflecting operating leverage on higher revenue growth and the timing of certain expenses. Foreign currency also benefited the year-over-year change in segment adjusted EBITDA margin by 60bp.

Tax & Accounting Professionals

Three months ended March 31,
(millions of U.S. dollars, except margins) 2025 2024 Total Constant<br>Currency Organic
Recurring revenues 207 199 4% 8% 8%
Transactions revenues 153 129 18% 19% 15%
Revenues 360 328 10% 12% 11%
Segment adjusted EBITDA 210 181 17% 17%
Segment adjusted EBITDA margin 56.7% 55.0% 170bp 100bp

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Revenues increased in total and in constant currency, which included the acquisition impact of SafeSend. On an organic basis, revenues increased 11% due to 8% growth in recurring revenues (58% of the Tax & Accounting Professionals segment) and 15% growth in transactions revenues. Recurring revenue growth was driven by the segment’s Latin America business and its tax products. Transactions revenue growth was driven by SurePrep, SafeSend, UltraTax and Confirmation.

Segment adjusted EBITDA increased 17% and the related margin increased 170bp to 56.7% primarily reflecting operating leverage on higher revenue growth, and to a lesser extent, a favorable impact from foreign currency which benefited the year-over-year change in segment adjusted EBITDA margin by 70bp.

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 March 31,
(millions of U.S. dollars, except margins) 2025 2024 Total Constant<br>Currency Organic
Recurring revenues 175 164 6% 7% 6%
Transactions revenues 21 46 (54%) (55%) (55%)
Revenues 196 210 (7%) (7%) (7%)
Segment adjusted EBITDA 39 60 (34%) (37%)
Segment adjusted EBITDA margin 20.0% 28.3% (830)bp (910)bp

Revenues decreased in total, in constant currency, and on an organic basis. On an organic basis, revenues decreased 7% primarily due to generative AI related content licensing revenue included in the prior-year period that was largely transactional in nature, partly offset by higher agency revenues and a contractual price increase from our news agreement with the Data & Analytics business of LSEG.

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 quarter of 2025, Reuters News recorded revenues of $99 million under this agreement, compared to $96 million in the prior-year period.

Segment adjusted EBITDA decreased 34% and the related margin decreased 830bp to 20.0%, primarily due to lower transactions revenues. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 80bp.

Global Print

Three months ended March 31,
Change
(millions of U.S. dollars, except margins) 2025 2024 Total Constant<br>Currency Organic
Revenues 116 124 (6%) (5%) (5%)
Segment adjusted EBITDA 44 47 (7%) (7%)
Segment adjusted EBITDA margin 37.8% 38.2% (40)bp (70)bp

Revenues decreased in total, in constant currency, and on an organic basis. The revenue decline was driven by lower shipment volumes and the migration of customers from Global Print to Westlaw.

Segment adjusted EBITDA decreased 7% and the related margin decreased 40bp to 37.8% primarily due to lower revenues, offset in part by a favorable impact from foreign currency, which benefited the year-over-year change in segment adjusted EBITDA margin by 30bp.

Corporate costs

Three months ended March 31,
(millions of U.S. dollars) 2025 2024
Corporate costs 33 17

Corporate costs increased primarily due to a corporate charge that is not expected to repeat.

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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 January 2025, we acquired cPaperless, LLC (SafeSend), for approximately $600 million. In 2024, we sold all of our remaining LSEG shares.

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. We continue to target (i) a maximum leverage ratio of 2.5x net debt to adjusted EBITDA (ii) a payout of 50% to 60% of our expected free cash flow as dividends to our shareholders (iii) a return of at least 75% of our annual free cash flow to our shareholders in the form of dividends and share repurchases; and (iv) a return on invested capital (ROIC) that is double or more of our weighted-average cost of capital over time.

As of March 31, 2025, we had $1.4 billion of cash and cash equivalents, and a net debt to adjusted EBITDA leverage ratio of 0.6:1, below our target of 2.5:1. As calculated under our credit facility covenant, our net debt to adjusted EBITDA leverage ratio as of March 31, 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 2025, when our C$1.4 billion (U.S. dollar $1.0 billion) 2.239% notes are due to mature, which we expect to repay with cash on hand.

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 March 31,
(millions of U.S. dollars) 2025 2024 $ Change
Net cash provided by operating activities 445 432 13
Net cash (used in) provided by investing activities (756) 631 (1,387)
Net cash used in financing activities (288) (470) 182
Translation adjustments 2 (2) 4
(Decrease) increase in cash and cash equivalents (597) 591 (1,188)
Cash and cash equivalents at beginning of period 1,968 1,298 670
Cash and cash equivalents at end of period 1,371 1,889 (518)
Non-IFRS Financial Measure(1)
Free cash flow 277 271 6
  • 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 increased by $13 million in the first quarter of 2025 primarily due to certain changes in working capital.

Investing activities. Net cash used in investing activities of $756 million in the first quarter of 2025 included $606 million of acquisition spend, which was predominantly our SafeSend acquisition, and $151 million of capital expenditures.

Net cash provided by investing activities of $631 million in the first quarter of 2024 included $1,244 million of gross proceeds from the sale of 10.1 million LSEG shares, which included $57 million from the settlement of foreign exchange contracts. These inflows were partly offset by $448 million of acquisition spend, which included the purchase of a controlling interest in Pagero and all of World Business Media, and $145 million of capital expenditures.

Financing activities. Net cash used in financing activities of $288 million in the first quarter of 2025 included $259 million of dividend payments to our common shareholders.

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Net cash used in financing activities of $470 million in the first quarter of 2024 included outflows of $380 million for the purchase of shares from Pagero’s minority shareholders and $48 million for the repayment of Pagero’s outstanding debt. Cash outflows also included $589 million in returns to our common shareholders, which was comprised of $237 million of dividends and $352 million of share repurchases. These outflows were partly offset by $564 million in net borrowings under our commercial paper program.

Refer to the “Commercial paper program”, “Dividends” and “Share repurchases– Normal Course Issuer Bid (NCIB)” subsections below for additional information.

Cash and cash equivalents. Cash and cash equivalents as of March 31, 2025 were lower compared to December 31, 2024 primarily due to our acquisition of SafeSend.

Free cash flow. Free cash flow increased by $6 million as higher net cash provided by operating activities was largely offset by higher capital expenditures.

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. There was no commercial paper outstanding as of March 31, 2025 and December 31, 2024.

  • 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 March 31, 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 102.5 basis points. We have the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $2.6 billion. If our debt rating is downgraded by at least two ratings agencies consisting of Moody’s, S&P or Fitch, our facility fees and borrowing costs could increase, although availability would be unaffected. Conversely, an upgrade in our rating 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 March 31, 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 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 were 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

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.

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The exchange was not a debt extinguishment. Accordingly, the transaction did not result in a derecognition of the existing indebtedness. For the three months ended March 31, 2025, we paid $4 million in solicitation fees to noteholders who participated in the exchange offers. This amount was included in “Other finance (costs) income” within the consolidated income statement. In addition, $7 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.

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

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 BBB+ BBB (high) BBB+
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 Toronto Stock Exchange (TSX) during the five trading days immediately preceding the record date for the dividend.

Details of dividends declared per common share and dividends paid on common shares are as follows:

Three months ended March 31,
(millions of U.S. dollars, except per share amounts) 2025 2024
Dividends declared per common share $0.595 $0.54
Dividends declared 267 244
Dividends reinvested (8) (7)
Dividends paid 259 237
  • Share repurchases – Normal Course Issuer Bid (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. On November 1, 2023, we announced that we planned to repurchase up to $1.0 billion of our common shares under a renewed NCIB, which was approved by the TSX and effective on November 1, 2023. Under the renewed NCIB, up to 10 million common shares were permitted to be repurchased between November 3, 2023 and November 2, 2024. In May 2024, we completed the $1.0 billion share repurchase plan.

There were no share repurchases in the first quarter of 2025. We repurchased 2.3 million common shares totaling $352 million at an average price per share of $153.50 in the first quarter of 2024.

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Financial position

Our net assets, defined as total assets less total liabilities, were $12.3 billion as of March 31, 2025, largely unchanged from $12.0 billion as of December 31, 2024.

As of March 31, 2025, our current liabilities exceeded our current assets primarily because current liabilities include a significant amount of deferred revenue, which arises from the sale of subscription-based products and services that many customers pay for in advance. The cash received from these advance payments is used to currently fund the operating, investing and financing activities of our business. However, for accounting purposes, these advance payments must be deferred and recognized over the term of the subscription. As such, we typically reflect a negative working capital position in our consolidated statement of financial position. In the ordinary course of business, deferred revenue does not represent a cash obligation, but rather an obligation to perform services or deliver products, and therefore when we are in that situation, we do not believe it is indicative of a liquidity issue, but rather an outcome of the required accounting for our business model.

Net debt and leverage ratio of net debt to adjusted EBITDA

March 31, December 31,
(millions of U.S. dollars) 2025 2024
Net debt(1) 1,746 1,156
Leverage ratio of net debt to adjusted EBITDA
Adjusted EBITDA(1) 2,782 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 target 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 March 31, 2025, our total debt position (after swaps and excluding the associated unamortized transaction costs and premiums or discounts) was $2.9 billion.

The maturity dates for our term debt are well balanced with no significant concentration in any one year. As of March 31, 2025, the average maturity of our term debt of $2.8 billion was approximately seven years at an average interest rate (after swaps) of slightly over 4%, all of which is fixed. We have approximately $1.0 billion coming due in May 2025, which we expect to repay with cash on hand.

Off-balance sheet arrangements, commitments and contractual obligations

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 three months ended March 31, 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.

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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 3 Times Square Associates LLC (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 June 2022, 3XSQ Associates obtained a $415 million, 3-year term loan facility 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. We expect the 3-year term loan facility to be refinanced in June 2025, which may require a capital contribution by us.

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.

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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”.

On February 6, 2025, we communicated our financial outlook for the year. On May 1, 2025, we announced that all of the metrics included in our 2025 outlook were reaffirmed.

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 incorporates our January 2025 SafeSend acquisition and the December 2024 divestitures of FindLaw and other non-core businesses, but excludes 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
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 capital expenditures as a percentage of <br>   revenues(1) 8.4% ~8%
Depreciation and amortization of computer software $731 million $835 - $855 million
Depreciation and amortization of internally developed <br>      software $584 million $635 - $655 million
Amortization of acquired software $147 million ~ $200 million
Interest expense $125 million ~ $150 million
Effective tax rate on adjusted earnings(1) 17.6% ~ 19%
“Big 3” Segments(1) 2024 Actual 2025 Outlook
--- --- ---
Revenue growth 8% ~ 4%
Organic revenue growth 9% ~ 9%
Adjusted EBITDA margin 42.1% ~ 43%
  • 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 divestitures of FindLaw and other non-core businesses in December 2024.

For the second quarter of 2025, we expect organic revenue growth rate to be approximately 7% and adjusted EBITDA margin to be approximately 36%.

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The following table summarizes our material assumptions and risks that may cause actual performance to differ from our expectations underlying our 2025 financial outlook.

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</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>

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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</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 $635 - $655 million in 2025</font></li><li><font>Interest expense of approximately $150 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 interest expense may be significantly higher or lower than expected </font></li></ul>

Our outlook contains 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 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 April 30, 2025, our principal shareholder, Woodbridge (together with its affiliates), beneficially owned approximately 70% of our common shares.

Transactions with 3XSQ Associates

In the three months ended March 31, 2025, we contributed $5 million in cash pursuant to a capital call.

Except for the above transactions, there were no new significant related party transactions during the first three 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 months ended March 31, 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.

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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 first quarter of 2025 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Share capital

As of April 30, 2025, we had outstanding 450,478,428 common shares, 6,000,000 Series II preference shares, 1,358,182 stock options and a total of 1,420,231 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 Securities and Exchange Commission (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, our business outlook, as well as statements related to the Company’s intentions to target a maximum leverage ratio of 2.5x net debt to adjusted EBITDA, a dividend payout ratio of between 50% to 60% of its free cash flow, its target 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 return on invested capital (ROIC) that is double or more of its weighted-average cost of capital over time, statements regarding the repayment of our C$1.4 billion (U.S. dollar $1.0 billion) notes in May 2025, the Company’s expectations regarding refunds on amounts paid to HMRC, the Company’s expectations regarding the refinancing of the loan facility related to the 3 Times Square office building and other expectations regarding its liquidity and capital resources. 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 our 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. Securities and Exchange Commission. 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 is based on information currently available to the Company and is 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 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.

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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.

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

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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

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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 indebtedness (excluding the associated unamortized transaction costs and premiums or discounts) plus the currency related fair value of associated hedging instruments, and lease liabilities less cash and cash equivalents. Provides a commonly used measure of a company’s leverage.<br><br><br><br>Given that we hedge some of our debt to reduce risk, we include hedging instruments as we believe it provides a better measure of the total obligation associated with our outstanding debt. However, because we intend to hold our debt and related hedges to maturity, we do not consider the interest components of the associated fair value of hedges in our measurements. We reduce gross indebtedness by 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 target 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.

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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

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Appendix B

This appendix provides reconciliations of our non-IFRS financial measures to the most directly comparable IFRS measure for the three months ended March 31, 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>March 31, Year ended December 31,
(millions of U.S. dollars, except margins) 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(1) 17 2 (8)
Adjusted EBITDA 809 806 2,779
Deduct: Accrued capital expenditures (138) (134) (609)
Adjusted EBITDA less accrued capital expenditures 671 672 2,170
Adjusted EBITDA margin 42.3% 42.7% 38.2%
Adjusted EBITDA less accrued capital expenditures margin 35.1% 35.6% 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>March 31, Year ended December 31,
(millions of U.S. dollars) 2025 2024 2024
Capital expenditures 151 145 607
Remove: IFRS adjustment to cash basis (13) (11) 2
Accrued capital expenditures 138 134 609
Accrued capital expenditures as a percentage of revenues n/a n/a 8.4%

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Reconciliation of net earnings to adjusted earnings and adjusted EPS

Three months ended<br>March 31, Year ended December 31,
(millions of U.S. dollars, except per share amounts and share data) 2025 2024 2024
Net earnings 434 478 2,207
Adjustments to remove:
Fair value adjustments(1) 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(2) (24) (32) (9)
Tax items impacting comparability(2) 1 (11) (478)
Earnings from discontinued operations, net of tax (9) (14) (15)
Interim period effective tax rate normalization(2) (5) (9) -
Dividends declared on preference shares (1) (1) (5)
Adjusted earnings(3) 506 503 1,701
Adjusted EPS(3) $1.12 $1.11 $3.77
Diluted weighted-average common shares (millions) 450.8 452.8 451.2
  • 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, a component of operating expenses, as well as adjustments related to acquired deferred revenue.
  • For three months ended March 31, 2025 and 2024, see the “Results of Operations - Tax expense” section of this management’s discussion and analysis for additional information.
  • The adjusted earnings impact of non-controlling interests, which was applicable to the three months ended March 31, 2024 and year ended December 31, 2024, was not material.

Reconciliation of full-year effective tax rate on adjusted earnings

Year ended December 31,
(millions of U.S. dollars, except percentages) 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>March 31, Year ended December 31,
(millions of U.S. dollars) 2025 2024 2024
Net cash provided by operating activities 445 432 2,457
Capital expenditures (151) (145) (607)
Other investing activities 1 - 46
Payments of lease principal (17) (15) (63)
Dividends paid on preference shares (1) (1) (5)
Free cash flow 277 271 1,828

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Reconciliation of net debt and leverage ratio of net debt to adjusted EBITDA

March 31, December 31,
(millions of U.S. dollars) 2025 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 <br>   value of debt 29 22
Add: Lease liabilities (current and non-current) 248 256
Less: Cash and cash equivalents(1) (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
  • Includes cash and cash equivalents of $133 million and $115 million as of March 31, 2025 and December 31, 2024, respectively, held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and are therefore not available for general use by our company.

Reconciliation of changes in revenues to changes in revenues excluding the effects of foreign currency (constant currency) as well as acquisitions/divestitures (organic basis)

Three months ended March 31,
Change
(millions of U.S. dollars) 2025 2024 Total Foreign<br>Currency Subtotal<br>Constant<br>Currency Net<br>Acquisitions/<br>Divestitures Organic
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 1,594 1,556 2% (1%) 3% (6%) 9%
Reuters News 196 210 (7%) - (7%) - (7%)
Global Print 116 124 (6%) (1%) (5%) - (5%)
Eliminations/Rounding (6) (5)
Total 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% - 8%
"Big 3" Segments Combined 1,282 1,267 1% (1%) 2% (7%) 9%
Reuters News 175 164 6% (1%) 7% - 6%
Eliminations/Rounding (6) (5)
Total recurring revenues 1,451 1,426 2% (1%) 3% (6%) 9%
Transactions Revenues
Legal Professionals 18 23 (24%) - (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 312 289 8% - 8% (2%) 10%
Reuters News 21 46 (54%) 1% (55%) - (55%)
Total transactions revenues 333 335 (1%) - (1%) (1%) 1%

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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>Divestitures 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 March 31,
Change
(millions of U.S. dollars, except margins and per share amounts) 2025 2024 Total Foreign<br>Currency Constant<br>Currency
Adjusted EBITDA
Legal Professionals 336 342 (2%) - (2%)
Corporates 213 193 10% 1% 10%
Tax & Accounting Professionals 210 181 17% (1%) 17%
"Big 3" Segments Combined 759 716 6% - 6%
Reuters News 39 60 (34%) 2% (37%)
Global Print 44 47 (7%) - (7%)
Corporate costs (33) (17) n/a n/a n/a
Adjusted EBITDA 809 806 - - -
Adjusted EBITDA margin
Legal Professionals 48.4% 47.4% 100bp 40bp 60bp
Corporates 39.4% 37.8% 160bp 60bp 100bp
Tax & Accounting Professionals 56.7% 55.0% 170bp 70bp 100bp
"Big 3" Segments Combined 47.3% 45.8% 150bp 60bp 90bp
Reuters News 20.0% 28.3% (830)bp 80bp (910)bp
Global Print 37.8% 38.2% (40)bp 30bp (70)bp
Adjusted EBITDA margin 42.3% 42.7% (40)bp 40bp (80)bp
Operating expenses 1,108 1,081 2% (1%) 3%
Adjusted EPS $1.12 $1.11 1% - 1%

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“Big 3” segments and consolidated adjusted EBITDA and the related margins

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

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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 March 31, 2025
(millions of U.S. dollars, except margins) 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 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
--- --- --- --- --- ---
(millions of U.S. dollars, except margins) 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 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%

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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) 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 September<br> 30,<br>2023 June<br> 30,<br>2023
Revenues 1,900 1,909 1,724 1,740 1,885 1,815 1,594 1,647
Operating profit 563 722 415 415 557 558 441 825
Earnings from continuing <br>   operations 425 607 277 844 464 650 370 889
Earnings (loss) from <br>   discontinued operations, <br>   net of tax 9 (20) 24 (3) 14 28 (3) 5
Net earnings 434 587 301 841 478 678 367 894
Earnings (loss) attributable <br>   to:
Common shareholders 434 587 301 841 481 678 367 894
Non-controlling interests - - - - (3) - - -
Basic earnings (loss) per <br>   share
From continuing operations $0.94 $1.35 $0.61 $1.87 $1.03 $1.43 $0.81 $1.89
From discontinued <br>   operations 0.02 (0.05) 0.06 (0.01) 0.03 0.06 (0.01) 0.01
$0.96 $1.30 $0.67 $1.86 $1.06 $1.49 $0.80 $1.90
Diluted earnings (loss) per <br>   share
From continuing operations $0.94 $1.34 $0.61 $1.87 $1.03 $1.43 $0.81 $1.89
From discontinued <br>   operations 0.02 (0.04) 0.06 (0.01) 0.03 0.06 (0.01) 0.01
$0.96 $1.30 $0.67 $1.86 $1.06 $1.49 $0.80 $1.90

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 the loss of revenues from divestitures, primarily FindLaw in December 2024 and Elite in June 2023.

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 increases in operating profit in the fourth quarter of 2024 reflected the gains on sale of FindLaw and other non-core businesses, and the second quarter of 2023 reflected the gain on sale of Elite.

Net earnings – Our net earnings have been significantly impacted by our former investment in LSEG in certain periods. The second and fourth quarters of 2023 reflected increases in the value of our LSEG investment, while the third quarter of 2023 reflected a decrease in the value of our LSEG investment. The second quarter of 2024 included a $468 million tax benefit from the recognition of a deferred tax asset relating to new tax legislation enacted in Canada.

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Appendix D

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 under a trust indenture 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 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 such offering of debt securities.

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 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.

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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 guarantor reporting and should be read in conjunction with our consolidated interim financial statements for the three months ended March 31, 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. Thomson Reuters Corporation has also elected to provide the following supplemental financial information in accordance with Article 13 of Regulation S-X, as adopted by the SEC and set forth in SEC Release No. 33-10762.

The following condensed consolidating financial information has been prepared in accordance with IFRS, as issued by the IASB and is unaudited.

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CONDENSED CONSOLIDATING INCOME STATEMENT

Three months ended March 31, 2025
(millions of U.S. dollars) Parent Subsidiary<br>Issuer Subsidiary <br>Guarantors Non-Guarantor<br>Subsidiaries Eliminations Consolidated
CONTINUING OPERATIONS
Revenues - - 354 1,626 (80) 1,900
Operating expenses (7) - (223) (958) 80 (1,108)
Depreciation - - (7) (20) - (27)
Amortization of computer software - - (4) (170) - (174)
Amortization of other identifiable<br>   intangible assets - - (10) (15) - (25)
Other operating losses, net - - - (3) - (3)
Operating (loss) profit (7) - 110 460 - 563
Finance (costs) income, net:
Net interest (expense) income (27) (3) 1 (1) - (30)
Other finance costs (41) - - (1) 32 (10)
Intercompany net interest (expense)<br>   income (56) 3 (14) 67 - -
(Loss) income before tax and equity <br>   method investments (131) - 97 525 32 523
Share of post-tax losses in equity <br>   method investments - - - (6) - (6)
Share of post-tax earnings in <br>   subsidiaries 545 - 9 73 (627) -
Tax benefit (expense) 20 (8) (24) (80) - (92)
Earnings (loss) from continuing <br>   operations 434 (8) 82 512 (595) 425
Earnings from discontinued <br>   operations, net of tax - - - 9 - 9
Net earnings (loss) 434 (8) 82 521 (595) 434
Earnings (loss) attributable to:
Common shareholders 434 (8) 82 521 (595) 434
Non-controlling interests - - - - - -

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CONDENSED CONSOLIDATING INCOME STATEMENT

Three months ended March 31, 2024
(millions of U.S. dollars) Parent Subsidiary<br>Issuer Subsidiary <br>Guarantors Non-Guarantor<br>Subsidiaries Eliminations Consolidated
CONTINUING OPERATIONS
Revenues - - 559 1,502 (176) 1,885
Operating expenses (5) - (415) (837) 176 (1,081)
Depreciation - - (9) (19) - (28)
Amortization of computer software - - (4) (149) - (153)
Amortization of other identifiable<br>   intangible assets - - (10) (15) - (25)
Other operating losses, net - - (5) (36) - (41)
Operating (loss) profit (5) - 116 446 - 557
Finance (costs) income, net:
Net interest (expense) income (38) - 1 (3) - (40)
Other finance (costs) income (20) - 1 41 - 22
Intercompany net interest income <br>   (expense) 30 - (15) (15) - -
(Loss) Income before tax and equity <br>   method investments (33) - 103 469 - 539
Share of post-tax losses in equity <br>   method investments - - - (8) - (8)
Share of post-tax earnings (losses) in <br>   subsidiaries 511 - (1) 79 (589) -
Tax expense - - (24) (43) - (67)
Earnings from continuing operations 478 - 78 497 (589) 464
Earnings from discontinued <br>   operations, net of tax - - - 14 - 14
Net earnings 478 - 78 511 (589) 478
Earnings (loss) attributable to:
Common shareholders 478 - 78 514 (589) 481
Non-controlling interests - - - (3) - (3)

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CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION

March 31, 2025
(millions of U.S. dollars) Parent Subsidiary Issuer Subsidiary <br>Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated
Cash and cash equivalents 12 - 279 1,080 - 1,371
Trade and other receivables - - 208 847 - 1,055
Intercompany receivables 1,168 3 542 1,996 (3,709) -
Other financial assets - - 21 14 - 35
Prepaid expenses and other current <br>   assets - - 166 262 - 428
Current assets 1,180 3 1,216 4,199 (3,709) 2,889
Property and equipment, net - - 153 222 - 375
Computer software, net - - 73 1,568 - 1,641
Other identifiable intangible assets, <br>   net - - 974 2,177 - 3,151
Goodwill - - 3,933 3,786 - 7,719
Equity method investments - - - 269 - 269
Other financial assets 85 - 47 320 - 452
Other non-current assets - - 89 526 - 615
Intercompany receivables - 1,702 2 778 (2,482) -
Investments in subsidiaries 13,504 - 472 4,362 (18,338) -
Deferred tax 263 - - 1,104 - 1,367
Total assets 15,032 1,705 6,959 19,311 (24,529) 18,478
LIABILITIES AND EQUITY
Liabilities
Current indebtedness 973 - - - - 973
Payables, accruals and provisions 63 6 258 551 - 878
Current tax liabilities - - - 177 - 177
Deferred revenue - - 268 748 - 1,016
Intercompany payables 1,495 4 490 1,720 (3,709) -
Other financial liabilities 25 - 10 80 - 115
Current liabilities 2,556 10 1,026 3,276 (3,709) 3,159
Long-term indebtedness 177 1,695 - - (32) 1,840
Provisions and other non-current <br>   liabilities 3 - 4 658 - 665
Other financial liabilities - - 79 136 - 215
Intercompany payables - - 778 1,704 (2,482) -
Deferred tax - 8 238 57 - 303
Total liabilities 2,736 1,713 2,125 5,831 (6,223) 6,182
Equity
Total equity 12,296 (8) 4,834 13,480 (18,306) 12,296
Total liabilities and equity 15,032 1,705 6,959 19,311 (24,529) 18,478

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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
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

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EX-99.2

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Unaudited Consolidated Financial Statements EXHIBIT 99.2

THOMSON REUTERS CORPORATION

CONSOLIDATED INCOME STATEMENT

(unaudited)

Three months ended March 31,
(millions of U.S. dollars, except per share amounts) Notes 2025 2024
CONTINUING OPERATIONS
Revenues 2 1,900 1,885
Operating expenses 5 (1,108) (1,081)
Depreciation (27) (28)
Amortization of computer software (174) (153)
Amortization of other identifiable intangible assets (25) (25)
Other operating losses, net 6 (3) (41)
Operating profit 563 557
Finance costs, net:
Net interest expense 7 (30) (40)
Other finance (costs) income 7 (10) 22
Income before tax and equity method investments 523 539
Share of post-tax losses in equity method investments 8 (6) (8)
Tax expense 9 (92) (67)
Earnings from continuing operations 425 464
Earnings from discontinued operations, net of tax 9 14
Net earnings 434 478
Earnings (loss) attributable to:
Common shareholders 434 481
Non-controlling interests - (3)
Earnings per share: 10
Basic and diluted earnings per share:
From continuing operations $0.94 $1.03
From discontinued operations 0.02 0.03
Basic and diluted earnings per share $0.96 $1.06

The related notes form an integral part of these consolidated financial statements.

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

Three months ended March 31,
(millions of U.S. dollars) Notes 2025 2024
Net earnings 434 478
Other comprehensive income (loss):
Items that have been or may be subsequently reclassified to net earnings:
Cash flow hedges adjustments to net earnings 7 3 30
Cash flow hedges adjustments to equity (5) (21)
Related tax benefit on cash flow hedges adjustments to equity 1 -
Foreign currency translation adjustments to equity 102 (71)
101 (62)
Items that will not be reclassified to net earnings:
Fair value adjustments on financial assets 11 (6) 1
Related tax benefit on fair value adjustments on financial assets 1 -
Remeasurement on defined benefit pension plans 8 17
Related tax expense on remeasurement on defined benefit pension <br>      plans (2) (4)
1 14
Other comprehensive income (loss) 102 (48)
Total comprehensive income 536 430
Comprehensive income (loss) for the period attributable to:
Common shareholders:
Continuing operations 527 424
Discontinued operations 9 14
Non-controlling interests - (8)
Total comprehensive income 536 430

The related notes form an integral part of these consolidated financial statements.

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(unaudited)

March 31, December 31,
(millions of U.S. dollars) Notes 2025 2024
Cash and cash equivalents 11 1,371 1,968
Trade and other receivables 1,055 1,087
Other financial assets 11 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 8 269 269
Other financial assets 11 452 442
Other non-current assets 12 615 625
Deferred tax 1,367 1,376
Total assets 18,478 18,437
LIABILITIES AND EQUITY
Liabilities
Current indebtedness 11 973 973
Payables, accruals and provisions 13 878 1,091
Current tax liabilities 177 197
Deferred revenue 1,016 1,062
Other financial liabilities 11 115 113
Current liabilities 3,159 3,436
Long-term indebtedness 11 1,840 1,847
Provisions and other non-current liabilities 14 665 675
Other financial liabilities 11 215 232
Deferred tax 303 241
Total liabilities 6,182 6,431
Equity
Capital 15 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
Contingencies (note 18)

The related notes form an integral part of these consolidated financial statements.

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW

(unaudited)

Three months ended March 31,
(millions of U.S. dollars) Notes 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 8 6 8
Deferred tax 19 (150)
Other 16 64 48
Changes in working capital and other items 16 (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 17 (606) (448)
Payments related to disposals of businesses and investments - (4)
Proceeds from sales of LSEG shares 8 - 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 11 - 564
Payments of lease principal (17) (15)
Repurchases of common shares 15 - (352)
Dividends paid on preference shares (1) (1)
Dividends paid on common shares 15 (259) (237)
Purchase of non-controlling interests 17 - (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
Supplemental cash flow information is provided in note 16.
Interest paid, net of debt related hedges 7 (18) (25)
Interest received 7 19 13
Income taxes paid 16 (108) (113)

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 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 - - - 434 - - - 434 - 434
Other comprehensive income <br>   (loss) - - - 6 (6) 102 96 102 - 102
Total comprehensive income <br>   (loss) - - - 440 (6) 102 96 536 - 536
Dividends declared on preference <br>   shares - - - (1) - - - (1) - (1)
Dividends declared on common <br>   shares - - - (267) - - - (267) - (267)
Shares issued under Dividend <br>   Reinvestment Plan (“DRIP”) 8 - 8 - - - - 8 - 8
Stock compensation plans 64 (50) 14 - - - - 14 - 14
Balance, March 31, 2025 2,139 1,381 3,520 9,871 13 (1,108) (1,095) 12,296 - 12,296
(millions of U.S. dollars) Stated<br>share<br>capital Contributed<br>surplus Total<br>capital Retained<br>earnings Unrecognized<br>gain 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 - - - 481 - - - 481 (3) 478
Other comprehensive income <br>   (loss) - - - 13 10 (66) (56) (43) (5) (48)
Total comprehensive income <br>   (loss) - - - 494 10 (66) (56) 438 (8) 430
Non-controlling interests on <br>   acquisition of subsidiaries - - - - - - - - 388 388
Purchase of non-controlling <br>   interests - - - - - - - - (380) (380)
Dividends declared on preference <br>   shares - - - (1) - - - (1) - (1)
Dividends declared on common <br>   shares - - - (244) - - - (244) - (244)
Shares issued under DRIP 7 - 7 - - - - 7 - 7
Repurchases of common shares<br>   (see note 15) (5) - (5) (217) - - - (222) - (222)
Stock compensation plans 89 (96) (7) - - - - (7) - (7)
Balance, March 31, 2024 1,992 1,408 3,400 8,712 31 (1,108) (1,077) 11,035 - 11,035

The related notes form an integral part of these consolidated financial statements.

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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 April 30, 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.

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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.

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 is assessing the impact of the amendments on its financial statements and 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>   March 31, 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Recurring 675 698 400 370 207 199 175 164 - - (6) (5) 1,451 1,426
Transactions 18 23 141 137 153 129 21 46 - - - - 333 335
Global Print - - - - - - - - 116 124 - - 116 124
Total 693 721 541 507 360 328 196 210 116 124 (6) (5) 1,900 1,885

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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>   March 31, 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
U.S. 546 586 415 391 295 265 41 62 92 95 (6) (5) 1,383 1,394
Canada (country of <br>   domicile) 27 23 5 5 12 13 1 1 7 10 - - 52 52
Other 8 7 23 26 41 38 2 2 3 3 - - 77 76
Americas (North America, <br>   Latin America, South <br>   America) 581 616 443 422 348 316 44 65 102 108 (6) (5) 1,512 1,522
U.K. 72 66 38 34 6 7 110 105 8 9 - - 234 221
Other 11 10 41 35 2 1 29 28 1 1 - - 84 75
EMEA (Europe, Middle East <br>   and Africa) 83 76 79 69 8 8 139 133 9 10 - - 318 296
Asia Pacific 29 29 19 16 4 4 13 12 5 6 - - 70 67
Total 693 721 541 507 360 328 196 210 116 124 (6) (5) 1,900 1,885

(1) 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 in the U.K.

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.

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.

The Company also reports “Corporate costs”, which includes expenses for corporate functions and does not qualify as a reportable segment.

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Information by segment and reconciliations to the consolidated income statement are set forth below:

Three months ended March 31,
(millions of U.S. dollars) 2025 2024
Revenues
Legal Professionals 693 721
Corporates 541 507
Tax & Accounting Professionals 360 328
Reuters News 196 210
Global Print 116 124
Eliminations/Rounding (6) (5)
Revenues 1,900 1,885
Adjusted EBITDA
Legal Professionals 336 342
Corporates 213 193
Tax & Accounting Professionals 210 181
Reuters News 39 60
Global Print 44 47
Total reportable segments adjusted EBITDA 842 823
Corporate costs (33) (17)
Fair value adjustments(1) (17) (2)
Depreciation (27) (28)
Amortization of computer software (174) (153)
Amortization of other identifiable intangible assets (25) (25)
Other operating losses, net (3) (41)
Operating profit 563 557
Net interest expense (30) (40)
Other finance (costs) income (10) 22
Share of post-tax losses in equity method investments (6) (8)
Tax expense (92) (67)
Earnings from continuing operations 425 464
  • Includes acquired deferred revenue of $10 million and $4 million in the three months ended March 31, 2025 and 2024, respectively.

Reuters News revenues included $6 million and $5 million in the three months ended March 31, 2025 and 2024, 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 and 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.

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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 March 31,
(millions of U.S. dollars) 2025 2024
Salaries, commissions and allowances 573 570
Share-based payments 28 19
Post-employment benefits 32 31
Total staff costs 633 620
Goods and services(1) 370 373
Content 78 71
Telecommunications 11 9
Facilities 9 10
Fair value adjustments(2) 7 (2 )
Total operating expenses 1,108 1,081
  • 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 (Losses), Net

Other operating losses, net, were $3 million for the three months ended March 31, 2025. Other operating losses, net, were $41 million for the three months ended March 31, 2024 and included 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 March 31,
(millions of U.S. dollars) 2025 2024
Interest expense:
Debt 30 40
Other, net 6 2
Fair value losses on cash flow hedges, transfer from equity 1 27
Net foreign exchange gains on debt (1) (27)
Net interest expense - debt and other 36 42
Net interest expense - leases 3 3
Net interest expense - pension and other post-employment benefit plans 7 6
Interest income (16) (11)
Net interest expense 30 40
Three months ended March 31,
--- --- ---
(millions of U.S. dollars) 2025 2024
Net losses (gains) due to changes in foreign currency exchange rates 6 (26)
Other 4 4
Other finance costs (income) 10 (22)

Net losses (gains) due to changes in foreign currency exchange rates were principally comprised of amounts related to certain intercompany funding arrangements.

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Note 8: Equity Method Investments

Equity method investments in the consolidated statement of financial position were $269 million as of March 31, 2025 and December 31, 2024. The Company’s share of post-tax losses in equity method investments as reported in the consolidated income statement were $6 million and $8 million for the three months ended March 31, 2025 and 2024, respectively.

In the three months ended March 31, 2024, the Company sold 10.1 million shares of LSEG that it indirectly owned through its direct investment in York Parent Limited and its subsidiaries (“YPL”), a material associate of the Company at that time. The Company received $1.2 billion of gross proceeds from the sale of LSEG shares, which included $57 million 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. In May 2024, the Company sold all of its remaining LSEG shares that it indirectly owned and from the date the remaining shares were sold, YPL was no longer a material associate of the Company.

The Company’s share of post-tax (losses) earnings in its YPL investment was comprised of the following items:

Three months ended March 31,
(millions of U.S. dollars) 2024
Decrease in LSEG share price (49)
Foreign exchange losses on LSEG shares (7)
Gain from call options 22
Historical excluded equity adjustment(1) 34
YPL - Share of post-tax losses in equity method investments -
  • 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 three months ended March 31, 2024.

Three months ended March 31,
(millions of U.S. dollars) 2024
Mark-to-market of LSEG shares (258)
Gain from call options 74
Net loss (184)
Total comprehensive loss (184)

Note 9: Taxation

Tax expense was $92 million and $67 million for the three months ended March 31, 2025 and 2024, respectively. In the three months ended March 31, 2024, tax expense included a $15 million benefit from the release of tax reserves due to the favorable resolution of a tax dispute.

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 in top-up tax expense in both the three months ended March 31, 2025 and 2024, respectively, which was attributable to its earnings in Switzerland.

Tax expense 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.

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”).

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Earnings used in determining consolidated earnings per share and earnings per share from continuing operations are as follows:

Three months ended March 31,
(millions of U.S. dollars) 2025 2024
Earnings attributable to common shareholders 434 481
Less: Dividends declared on preference shares (1) (1)
Earnings used in consolidated earnings per share 433 480
Less: Earnings from discontinued operations, net of tax (9) (14)
Earnings used in earnings per share from continuing operations 424 466

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 March 31,
2025 2024
Weighted-average number of common shares outstanding 450,153,366 451,984,791
Weighted-average number of vested DSUs 136,518 141,538
Basic 450,289,884 452,126,329
Effect of stock options and TRSUs 539,466 700,734
Diluted 450,829,350 452,827,063

Note 11: Financial Instruments

Financial assets and liabilities

Financial assets and liabilities in the consolidated statement of financial position were as follows:

March 31, 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 371 1,000 - - 1,371
Trade and other receivables 1,055 - - - 1,055
Other financial assets - current 5 30 - - 35
Other financial assets - non-current 10 343 99 - 452
Current indebtedness (973) - - - (973)
Trade payables (see note 13) (136) - - - (136)
Accruals (see note 13) (628) - - - (628)
Other financial liabilities - current(1) (73) (17) - (25) (115)
Long-term indebtedness (1,840) - - - (1,840)
Other financial liabilities - non-current(2) (190) (25) - - (215)
Total (2,399) 1,331 99 (25) (994)
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 - 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 - current(1) (75) (17) - (21) (113)
Long-term indebtedness (1,847) - - - (1,847)
Other financial liabilities - non-current(2) (198) (34) - - (232)
Total (2,090) 1,404 99 (21) (608)
  • Includes lease liabilities of $58 million (2024 - $58 million).
  • Includes lease liabilities of $190 million (2024 - $198 million).

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Cash and cash equivalents

Of total cash and cash equivalents, $133 million and $115 million as of March 31, 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. There was no commercial paper outstanding as of March 31, 2025 and December 31, 2024.

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 March 31, 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 102.5 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 March 31, 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 May 2024, the Company settled its remaining foreign exchange contracts in conjunction with the sale of its remaining shares in LSEG (see note 8).

In the three months ended March 31, 2024, the Company settled foreign exchange contracts with a notional amount of £0.9 billion ($1.2 billion) for net proceeds of $57 million in conjunction with the sale of 7.5 million LSEG shares.

Foreign exchange contracts are reported at fair value on the consolidated statement of financial position, with changes in their fair value recorded through the consolidated income statement. In the three months ended March 31, 2024, a gain of $1 million was reported within “Other finance (costs) income” 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. There were no foreign exchange contracts outstanding as of March 31, 2025 and December 31, 2024.

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, in 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.

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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 were 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

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. For the three months ended March 31, 2025, the Company paid $4 million in solicitation fees to noteholders who participated in the exchange offers. This amount was included in “Other finance (costs) income” within the consolidated income statement. In addition, $7 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
March 31, 2025 <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 25 972 25
$500 3.35% Notes due 2026 498 - 493 -
$500 5.85% Notes due 2040 491 - 518 -
$119 4.50% Notes due 2043 115 - 95 -
$350 5.65% Notes due 2043 341 - 346 -
$400 5.50% Debentures due 2035 395 - 412 -
Total 2,813 25 2,836 25
Current portion 973 25
Long-term portion 1,840 -
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(1) 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 -
  • Notes were partially redeemed in October 2018.

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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:

March 31, 2025<br>(millions of U.S. dollars) Level 1 Level 2 Level 3 Total <br>Balance
Assets
Money market accounts and other securities - 1,000 - 1,000
Other receivables(1) - - 373 373
Financial assets at fair value through earnings - 1,000 373 1,373
Financial assets at fair value through other comprehensive income(2) 1 - 98 99
Total assets 1 1,000 471 1,472
Liabilities
Derivatives used for hedging(3) - (25) - (25)
Contingent consideration(4) - - (42) (42)
Financial liabilities at fair value through earnings - (25) (42) (67)
Total liabilities - (25) (42) (67)
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.
  • Comprised of fixed-to-fixed cross-currency swaps on indebtedness.
  • 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.

Other receivables in level 3 of the fair value measurement hierarchy include amounts due from an indemnification arrangement and $89 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 receivable between March 31, 2025 and December 31, 2024 is primarily due to fair value gains associated with the indemnification arrangement due to changes in interest rates associated with the indemnifying party’s credit profile and net foreign exchange gains, which are included within “Earnings from discontinued operations, net of tax”, in the consolidated income statement.

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 three months ended March 31, 2025.

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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 cross-currency interest rate swaps are calculated as the present value of the estimated future cash flows based on observable yield curves;
  • 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; and
  • The fair value of contingent consideration liability is calculated based on estimates of future revenue performance or the achievement of certain commercial milestones.

Note 12: Other Non-Current Assets

The components of other non-current assets include the following:

March 31, December 31,
(millions of U.S. dollars) 2025 2024
Cash surrender value of life insurance policies 370 370
Deferred commissions 93 98
Net defined benefit plan surpluses 43 40
Other non-current assets(1) 109 117
Total other non-current assets 615 625
  • Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $92 million and $89 million as of March 31, 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:

March 31, December 31,
(millions of U.S. dollars) 2025 2024
Trade payables 136 176
Accruals 628 799
Provisions 66 63
Other current liabilities 48 53
Total payables, accruals and provisions 878 1,091

Note 14: Provisions and Other Non-Current Liabilities

The components of provisions and other non-current liabilities include the following:

March 31, December 31,
(millions of U.S. dollars) 2025 2024
Net defined benefit plan obligations 521 523
Deferred compensation and employee incentives 70 75
Provisions 66 62
Other non-current liabilities 8 15
Total provisions and other non-current liabilities 665 675

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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. On November 1, 2023, the Company announced that it planned to repurchase up to $1.0 billion of its common shares under a renewed NCIB, which was approved by the TSX and effective on November 1, 2023. Under the renewed NCIB, up to 10 million common shares were permitted to be repurchased between November 3, 2023 and November 2, 2024. In May 2024, the Company completed the $1.0 billion share repurchase plan.

There were no share repurchases for the three months ended March 31, 2025. The Company repurchased 2.3 million common shares totaling $352 million at an average price per share of $153.50 for the three months ended March 31, 2024.

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 March 31,
(millions of U.S. dollars, except per share amounts) 2025 2024
Dividends declared per common share $0.595 $0.54
Dividends declared 267 244
Dividends reinvested (8) (7)
Dividends paid 259 237

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 March 31,
(millions of U.S. dollars) 2025 2024
Non-cash employee benefit charges 41 34
Net losses (gains) on foreign exchange and derivative financial instruments 9 (23)
Fair value adjustments (see note 5) 7 (2)
Other 7 39
64 48

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 March 31,
(millions of U.S. dollars) 2025 2024
Trade and other receivables 52 101
Prepaid expenses and other current assets 17 3
Payables, accruals and provisions (245) (274)
Deferred revenue (66) (76)
Income taxes(1) (35) 120
Other (16) (17)
(293) (143)
  • The three months ended March 31, 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.

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Details of income taxes paid are as follows:

Three months ended March 31,
(millions of U.S. dollars) 2025 2024
Operating activities - continuing operations (108) (97)
Investing activities - continuing operations - (16)
Total income taxes paid (108) (113)

Note 17: Acquisitions

Acquisitions include the purchase of a controlling or a non-controlling interest in a business. 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 for the three months ended March 31, 2025 and 2024 were as follows:

Three months ended March 31,
2025 2024
(millions of U.S. dollars, except number of <br>   transactions) Number of Transactions Cash Consideration Number of Transactions Cash Consideration
Businesses acquired, net of cash 1 585 2 438
Investments in businesses 2 10 2 6
Deferred and contingent consideration <br>   payments 11 4
3 606 4 448

The following provides a brief description of the most significant acquisitions completed in the three months ended March 31, 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.
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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The details of net assets acquired, including purchase price adjustments, were as follows:

Three months ended March 31,
(millions of U.S. dollars) 2025
SafeSend
Cash and cash equivalents 14
Trade receivables 11
Prepaid expenses and other current assets 2
Current assets 27
Property and equipment 1
Computer software 215
Other identifiable intangible assets 38
Other non-current assets 1
Total assets 282
Payables and accruals (5)
Deferred revenue (16)
Current liabilities (21)
Other financial liabilities (1)
Deferred tax (53)
Total liabilities (75)
Net assets acquired 207
Goodwill 392
Total 599
Businesses acquired, net of cash 585
Three months ended March 31,
--- --- --- ---
(millions of U.S. dollars) 2024
Pagero Other Total
Cash and cash equivalents 10 2 12
Trade receivables 21 3 24
Prepaid expenses and other current assets 6 1 7
Current assets 37 6 43
Property and equipment 8 - 8
Computer software 255 - 255
Other identifiable intangible assets 30 18 48
Equity method investments 45 - 45
Other non-current assets 4 - 4
Total assets 379 24 403
Payables and accruals (39) (1) (40)
Current taxes payable (1) (1) (2)
Deferred revenue (17) (5) (22)
Other financial liabilities (2) (6) (8)
Current liabilities (59) (13) (72)
Long-term indebtedness (48) - (48)
Provisions and other non-current liabilities (1) - (1)
Other financial liabilities (14) (11) (25)
Deferred tax (33) (5) (38)
Total liabilities (155) (29) (184)
Net assets acquired 224 (5) 219
Goodwill 573 46 619
Total 797 41 838
Businesses acquired, net of cash 399 39 438
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 three months ended March 31, 2025 and 2024, the majority of goodwill is not expected to be deductible for tax purposes.

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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 March 31, 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.

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.

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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 June 2022, 3XSQ Associates obtained a $415 million, 3-year term loan facility 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.

Note 19: Related Party Transactions

As of March 31, 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 three months ended March 31, 2025, the Company contributed $5 million in cash pursuant to a capital call.

Except for the above transactions, there were no new significant related party transactions during the first three 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.

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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: May 2, 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: May 2, 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 March 31, 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: May 2, 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 March 31, 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: May 2, 2025

/s/ Michael Eastwood
Michael Eastwood
Chief Financial Officer