REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
Annual information form |
Audited annual financial statements |
Auditor Name |
Auditor Location |
Auditor Firm ID |
(1) |
The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises. |
(2) |
Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant. |
THOMSON REUTERS CORPORATION | ||
By: |
/s/ Michael Eastwood | |
Name: |
Michael Eastwood | |
Title: |
Chief Financial Officer |
Exhibit Number |
Description | |
97.1 |
Compensation Recovery Policy | |
99.1 |
Annual Report for the year ended December 31, 2023 (which constitutes an Annual Information Form and includes Management’s Discussion and Analysis and Audited Financial Statements for the year ended December 31, 2023), and includes a Form 40-F Cross Reference Table on page 199 | |
99.2 |
Consent of PricewaterhouseCoopers LLP | |
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 | |
99.7 |
Code of Business Conduct and Ethics | |
99.8 |
Audit Committee Charter | |
99.9 |
List of Subsidiary Issuers and Guarantors (incorporated by reference to Exhibit 22.1 of the joint Registration Statement on Form F-3 (File No. 333-265541) and Form F-10 (File No. 333-265525) filed on June 29, 2022 by Thomson Reuters Corporation and the subsidiary issuer and guarantors named therein) | |
101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH |
XBRL Taxonomy Extension Schema | |
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF |
XBRL Taxonomy Extension Definition Linkbase | |
101.LAB |
XBRL Taxonomy Extension Label Linkbase | |
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase | |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Exhibit 97.1
Incentive-Based Compensation Clawback Policy
(Financial Restatement)
1. | Introduction |
This incentive-based compensation clawback policy (the Policy) has been adopted by the Board of Directors (the Board) of Thomson Reuters Corporation (the Company) to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Companys pay-for-performance compensation philosophy. The Board has therefore adopted this Policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under Canadian and U.S. securities laws. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the Exchange Act), Rule 10D-1 issued thereunder, and the listing standards of the national securities exchange on which the Companys securities are listed to implement Rule 10D-1 under the Exchange Act (collectively, the U.S. Clawback Rules).
2. | Definitions |
For purposes of this Policy, the following terms shall have the meanings set forth below:
Covered Executive Officers means the Companys current and former executive officers, as determined by the Board in accordance with the U.S. Clawback Rules, and such other officers or employees who may from time to time be deemed subject to the Policy by the Board.
Effective Date means October 2, 2023.
Excess Incentive-Based Compensation means the amount by which any Incentive-Based Compensation that is granted, earned, or vested based on erroneous or inaccurate data contained in Materially Non-Compliant Financial Statements as originally publicly filed exceeds the amount of any Incentive-Based Compensation that would have been granted, earned, or vested based on the data contained in any subsequent restatement of such Materially Non-Compliant Financial Statements, as computed without regard to any taxes paid thereon and otherwise as determined by the Board in accordance with the U.S. Clawback Rules. If the Board cannot determine the amount of excess Incentive-Based Compensation received by the Covered Executive Officer directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
Financial Reporting Measure means any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from the financial information, and includes, for example, stock price, total shareholder return, revenues, net income, earnings before interest, taxes, depreciation, and amortization (EBITDA), funds from operations, liquidity measures such as working capital or operating cash flow, return measures such as return on invested capital or return on assets, and earnings measures such as earnings per share.
Human Resources Committee means the Human Resources Committee of the Board or such other committee as the Board may, from time to time, appoint to oversee the application of this Policy.
Incentive-Based Compensation means any compensation that is granted, earned, or vested based wholly or in part on the attainment of a Financial Reporting Measure, which may include: annual bonuses and other short- and long-term cash incentives, stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, or performance units. For the avoidance of doubt, Incentive-Based Compensation does not include awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures.
Lookback Period means the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement (as determined in accordance with the U.S. Clawback Rules) or any applicable transition period as specified under the Exchange Act.
Materially Non-Compliant Financial Statements means any financial statements of the Company where there has been any restatement of the financial statements due to material non-compliance with any financial reporting requirement under applicable securities laws, including any required accounting restatement correcting an error that either (1) is material to the previously-issued financial statements (i.e. a big R restatement); or (2) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (i.e. a little r restatement).
Performance Period means the current period or the Lookback Period, as applicable.
3. | Recoupment of Incentive-Based Compensation |
In the event of Materially Non-Compliant Financial Statements, the Board will require reimbursement or forfeiture of any Excess Incentive-Based Compensation granted, earned, or vested in favour of, any current or former Covered Executive Officer during the relevant Performance Period. Notwithstanding the foregoing, such reimbursement or forfeiture of Excess Incentive-Based Compensation shall not be required from a Covered Executive Officer if that individual was not a Covered Executive Officer at any time during the relevant Performance Period.
4. | Method of Recoupment |
The Board shall have the sole discretion and authority to determine the method for recouping any Incentive-Based Compensation under Section 3 of this Policy which may include, without limitation, (i) requiring the Covered Executive Officer to repay all or a portion of any cash bonus (including any performance bonus) or other equity-based compensation granted, awarded or paid to the Covered Executive Officer; (ii) canceling all or a portion of any unvested or vested equity-based compensation deferred by or granted, awarded or paid to the Covered Executive Officer; (iii) requiring the Covered Executive Officer to repay all or a portion of any gains realized by the Covered Executive Officer on the exercise of stock options or other equity-based compensation; (iv) offsetting the recoupment amount against any current or future equity-based compensation or any other amounts owed by the Company to the Covered Executive Officer; (v) combining any of items (i) to (iv) above; and/or (vi) taking any other remedial and recovery action permitted by law, as determined by the Board. Any recoupment under this Policy shall be reasonably prompt.
5. | No Indemnification |
The Company shall not indemnify a Covered Executive Officer for any losses suffered as a result of recoupment under this Policy, including without limitation, the loss of any Incentive-Based Compensation.
6. | Effective Date |
This Policy shall be effective as of the Effective Date and shall apply to Incentive-Based Compensation that is approved, awarded or granted to, or earned by, the Covered Executive Officers on or after that date.
7. | Board Authority |
All determinations, decisions and interpretations to be made under this Policy shall be made by the Board, on the recommendation of the Human Resources Committee. Any determination, decision or interpretation made by the Board under this Policy shall be final, binding and conclusive on all Covered Executive Officers and all other parties. This Policy may be amended or terminated at any time by the Board. The Board will amend this Policy as it deems necessary to comply with applicable laws and any rules, regulations, guidance or standards adopted by a securities regulatory authority or a stock exchange on which the Companys securities are listed. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of the U.S. Clawback Rules.
8. | Administration of the Policy |
Any applicable award agreement, form or other document setting forth the terms and conditions of any Incentive-Based Compensation covered by the Policy which is approved, granted, awarded, earned or paid on or after the Effective Date shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of the Policy will govern. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive Officer to agree to abide by the terms of this Policy.
2
To the extent necessary and where permitted by law, this Policy shall constitute an agreement to extend and to exclude the applicability of any statute of limitations (including, without limitation, the Limitations Act, 2002 (Ontario)) for recoupment by the Company of any Excess Incentive-Based Compensation or Incentive-Based Compensation.
This Policy shall be qualified by reference to the U.S. Clawback Rules. To the extent there is a conflict between this Policy and the U.S. Clawback Rules, or any interpretive question arises hereunder, the U.S. Clawback Rules shall control.
9. | No Impairment of Other Remedies |
Any recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law, including, without limitation, (i) dismissing the Covered Executive Officer, (ii) adjusting the future compensation of the Covered Executive Officer, or (iii) authorizing legal action or taking such other action to enforce the Covered Executive Officers obligations to the Company as it may deem appropriate in view of all of the facts and circumstances surrounding the particular case; provided, however, that any amounts recouped under any law or other policy (including the Wrongful Acts Clawback Policy) that would be recoverable under this Policy shall count toward any required recoupment under this Policy and vice versa, in each case without duplication.
10. | Impracticability |
The Board shall recover any Excess Incentive-Based Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the majority of the independent directors serving on the Compensation Committee of the Board (or in its absence, the majority of the independent directors serving on the Board) in accordance with the U.S. Clawback Rules.
11. | Successors |
This Policy shall be binding and enforceable against all Covered Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
3
Term |
Definition | |
AI |
Artificial intelligence | |
“Big 3” segments |
Our combined Legal Professionals, Corporates and Tax & Accounting Professionals segments | |
Blackstone’s consortium |
The Blackstone Group and its subsidiaries, and private equity funds affiliated with Blackstone | |
bp |
Basis points – one basis point is equal to 1/100th of 1%,“100bp” is equivalent to 1% | |
Change Program |
A two-year initiative, completed in December 2022, that focused on transforming our company from a holding company to an operating company and from a content provider into a content-driven technology company | |
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 | |
COVID-19 |
A novel strain of coronavirus that was characterized a pandemic by the World Health Organization in March 2020 | |
EPS |
Earnings per share | |
IFRS |
International Financial Reporting Standards | |
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 | |
Refinitiv |
Our former Financial & Risk business, which is now the Data & Analytics business of LSEG. We owned 45% of Refinitiv from October 1, 2018 through January 29, 2021. | |
Woodbridge |
The Woodbridge Company Limited, our principal and controlling shareholder | |
YPL |
York Parent Limited, the entity that owns LSEG shares, which is jointly owned by our company and the Blackstone consortium. References to YPL also include its subsidiaries. YPL was previously known as Refinitiv Holdings Limited prior to the sale of Refinitiv to LSEG on January 29, 2021. | |
$ and US$ |
U.S. dollars |
2 | ||||
2 | ||||
5 | ||||
5 | ||||
6 | ||||
6 | ||||
6 | ||||
7 | ||||
7 | ||||
9 | ||||
9 | ||||
9 | ||||
10 | ||||
10 | ||||
10 | ||||
11 | ||||
11 | ||||
12 | ||||
13 | ||||
18 | ||||
19 | ||||
36 | ||||
100 | ||||
173 | ||||
173 | ||||
176 | ||||
180 | ||||
181 | ||||
182 | ||||
182 | ||||
183 | ||||
184 | ||||
185 | ||||
185 | ||||
186 | ||||
186 | ||||
187 | ||||
188 | ||||
189 | ||||
190 | ||||
191 | ||||
191 | ||||
195 | ||||
196 | ||||
196 | ||||
198 | ||||
198 | ||||
199 |
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Legal Professionals Serves law firms and governments with research and workflow products, focusing on intuitive legal research powered by emerging technologies, including generative AI, and integrated legal workflow solutions that combine content, tools and analytics. | |
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Corporates Serves corporate customers from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven technologies, including generative AI, providing integrated workflow solutions designed to help our customers digitally transform and achieve their business outcomes. | |
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Tax & Accounting Professionals Serves tax, accounting and audit professionals in accounting firms (other than the seven largest, which are served by our Corporates segment) with research and workflow products, focusing on intuitive tax offerings and automating tax workflows. | |
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Reuters News Supplies business, financial and global news to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial market professionals exclusively via LSEG products. | |
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Global Print Provides legal and tax information primarily in print format to customers around the world. |
Attractive Industry · billion market expected to grow between 7% and 10% over the next 5 years · |
Balanced and Diversified Leadership · · · |
Attractive Business Model · · · |
Strong Competitive Positioning · · · |
Disciplined Financial Policies · · · · |
* | The news agreement with the Data & Analytics business of LSEG. |
· |
2021 two-year Change Program with a goal to drive growth and efficiency by transitioning our company from a holding company into an operating company, and from a content provider into a content-driven technology company. In 2021, we and private equity funds affiliated with Blackstone closed the sale of Refinitiv to LSEG. For additional information about the transaction, please see the “Additional Information – Investment in LSEG” section of this annual report. |
· |
2022 two-year Change Program was completed by the end of 2022. We achieved $540 million of annualized run-rate operating expense savings and made significant progress transforming Thomson Reuters into a more streamlined and scalable business that we believe has a strong foundation for sustainable future growth. In 2022, LSEG repurchased approximately 1.2 million ordinary shares from YPL under a buyback program announced by LSEG in August 2022. We received proceeds of $43 million, for approximately 0.5 million shares, related to our portion of the buyback. For additional information about the transaction, please see the “Additional Information – Investment in LSEG” section of this annual report. In 2022, we also launched Westlaw Precision, a new version of Westlaw designed to dramatically improve research speed and quality by enabling lawyers to target precisely what they are looking for. |
· |
2023 AI-based initiatives, including generative AI. In November 2023, we announced a series of generative AI initiatives designed to assist in the transformation of the legal profession. Most notably, the commercial releases of AI-Assisted Research on Westlaw Precision and CoCounsel Core AI Assistant for lawyers. In 2023, we further deepened our focus on content-enabled technology with the acquisitions of SurePrep, LLC, Imagen Ltd., Casetext, Inc., and the remaining interest in Westlaw Japan. |
Brand |
Type of Product/Service |
Legal Professionals |
Corporates |
Tax & Accounting Professionals | ||||
Westlaw Westlaw Edge (U.S., U.K. & Canada) Westlaw Precision (U.S) Sweet & Maxwell (U.K.) La Ley (Argentina) |
Legal, regulatory and compliance information-based products and services. Westlaw is our primary online legal research delivery platform. Westlaw offers authoritative content, powerful search functionality and research organization, team collaboration features and navigation tools to find and share specific points of law and search for analytical commentary. Westlaw employs proprietary, innovative technology including generative AI. Localized versions of online legal research services are provided in Argentina, Australia, Brazil, Canada, Chile, Ireland, Japan, New Zealand, the United Kingdom, United States, Uruguay and other countries. Through Westlaw International, Westlaw Asia and Westlaw Middle East, we offer our online products and services to customers in markets where we do not offer a fully localized Westlaw service. |
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Practical Law Practical Law Connect Practical Law Dynamic Tool Set |
Legal know-how, current awareness and workflow tools with embedded guidance from expert practitioners. Practice notes, standard documents, checklists and What’s Market tools cover a wide variety of practice areas such as commercial, corporate, labor and employment, intellectual property, finance and litigation. Practical Law currently has localized product offerings in the United Kingdom, United States, Canada, and Australia. Through Practical Law Global and our local Practical Law offerings, we offer our online products and services to customers in markets where we do not have a fully localized service. |
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CoCounsel CoCounsel Core |
Solutions delivering integrated content and generative AI into workflows for legal professionals. |
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Brand |
Type of Product/Service |
Legal Professionals |
Corporates |
Tax & Accounting Professionals | ||||
CLEAR CLEAR Risk Inform CLEAR ID Confirm CLEAR Adverse Media Sanctions PeopleMap |
Public and proprietary records about individuals and companies with tools for immediately usable results. |
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HighQ |
Cloud-based collaboration and workflow platform for the legal and regulatory market segment. |
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Document Intelligence |
Contract and document analysis tool powered by artificial intelligence. |
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Drafting Assistant |
Integrated solution to streamline the drafting process for legal documents. |
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Case Center |
Cloud-based evidence-sharing platform for sharing documents and multimedia between justice agencies for trial preparation and courtroom presentation. |
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Fraud Analytics Fraud Detect ID Risk Analytics Case Tracking |
A suite of data and analytics solutions to help auditors, investigators and managers detect fraud, waste and abuse in healthcare and large government subsidy programs. |
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Checkpoint Checkpoint Edge (U.S. & Canada) |
Integrated tax, audit and accounting research solution that delivers news, editorial insights, authoritative content and linked primary sources integrated throughout Thomson Reuters workflow productivity tools, applications and software. |
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FindLaw |
Online legal directory, website creation and hosting services, law firm marketing solutions and peer rating services. |
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||||||
Legal Tracker |
Online spend and matter management, e-billing, legal analytics services, and document storage, search and retrieval. |
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Regulatory Intelligence |
Information and software products that provide a single source for regulatory news, analysis, rules and developments, with global coverage of more than 400 regulators and exchanges. |
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||||||
ONESOURCE ONESOURCE Global Trade |
Global cloud-based tax and trade solutions that reduce risk and regulatory complexity, improving the accuracy of a company’s entire tax or trade lifecycle. Integrating openly with existing technology and ecosystem solutions to manage direct and indirect tax compliance, indirect tax determination, statutory reporting, trust taxation, tax information reporting, tax planning, trade compliance, trade operations, trade special programs, trade regulatory content and overall data and process management. |
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Confirmation |
Cloud-based platform to automate the workflow of the confirmations process of an audit. Used by a global network of audit firms, banks and law firms to increase efficiency and reduce risk. |
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Brand |
Type of Product/Service |
Legal Professionals |
Corporates |
Tax & Accounting Professionals | ||||
Dominio |
Accounting management and tax management software solutions for accounting firms, and micro and small companies in Brazil. | ![]() | ||||||
Cloud Audit Suite |
End-to-end |
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UltraTax & CS Professional Suite |
Scalable, integrated suite of desktop and online software applications that encompass key aspects of a professional accounting firm’s operations, from collecting customer data and posting finished tax returns to the overall management of the accounting practice. | ![]() | ||||||
SurePrep |
Software and services that automate tax preparation supporting a digital tax workflow for accounting firms and their clients. Solutions TaxCaddy, 1040SCAN and SPbinder streamline the entire 1040 tax process for tax professionals and taxpayers. |
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By Region |
||||
Americas |
14,500 |
|||
Asia Pacific |
7,800 |
|||
Europe, Middle East and Africa (EMEA) |
3,300 |
|||
By Unit |
||||
Legal Professionals |
1,000 |
|||
Corporates |
1,100 |
|||
Tax & Accounting Professionals |
1,400 |
|||
Global Print |
800 |
|||
Reuters News |
3,500 |
|||
Product & Editorial |
3,400 |
|||
Operations & Technology |
8,700 |
|||
Corporate Center (Enabling Functions) |
1,400 |
|||
Commercial Functions (1) |
1,200 |
|||
Other (2) |
3,100 |
|||
Thomson Reuters |
25,600 |
We post a Social Impact & ESG Report annually on our website, www.tr.com/social-impact-report, which summarizes our strategy, includes stories of progress and tracks performance, tying our efforts to our business strategy and commercial expertise. The report highlights how we run our business with purpose, manage our sustainability goals, foster an inclusive workplace, and make a difference in communities through wider-ranging social impact programs pursuing access to justice, truth and transparency. We encourage you to review the Social Impact & ESG Report to gain a better understanding of our accomplishments and practices in these areas. |
· |
We continue to source renewable energy for 100% of our operations. We have achieved this largely through the purchase of renewable power by matching our electricity usage with renewable energy credits acquired around the world. We are also working closely with our suppliers to drive lower emissions within our supply chain. |
· |
We joined the Science Based Targets Initiative (SBTi) in 2020, aligning to the most ambitious 1.5-degree Celsius pathway. Thomson Reuters is among a leading group of approximately 2,700+ companies globally to have done so. |
· |
In 2020, we announced our commitment to targeting net-zero emissions by 2050. As of the end of 2022, we had reduced our Scope 1 and Scope 2 GHG emissions by 93% from our 2018 baseline and we are significantly ahead of our SBTI commitment. We will continue to measure and manage our own emissions and environmental impacts and continue to identify ways to further assess, monitor and improve our carbon footprint. |
· |
We continue to optimize our real estate portfolio utilization to adjust to market trends, business needs, and evolving ways of working. This is contributing to a decreased carbon footprint by reducing the number of office locations. |
· |
Our strategy is to migrate more of our revenue to the cloud with the aim of reducing our environmental footprint as we rely less on energy consumption associated with company-managed data centers. We continue to take advantage of cloud hosting environments that are transparent with their operations, resources and utilization with a focus on optimized waste reduction. |
· |
Some of our content and other information products help our customers address climate change matters. For example, Practical Law includes a tracker covering key Biden Administration actions and initiatives on climate, energy and environmental issues and other resources related to climate change disclosures for U.S. public companies. The Thomson Reuters Institute also launched an ESG Resource Center which offers insights for corporations and governments around the world on the most pressing current and future issues concerning ESG topics. |
· |
Equality 100 and 100% score on Corporate Equality Index, Human Rights Campaign |
· |
Best Places to Work for LGBTQIAP Mexico, Best Place to Work for LGBTQIAP+ Brazil, Best Place to Work for LGBTQIAP+ Argentina, Human Rights Campaign |
· |
Best Places to Work for Disability Inclusion and 100% score on Disability Inclusion Index, Disability:IN |
· |
Great Place to Work Certified in six countries: Philippines, Canada, Brazil, India, Costa Rica and Japan |
· |
Best Workplace for Technology, Large Companies in Canada and Brazil, Great Place to Work |
· |
Best Workplace for Women in India, Great Place to Work |
· |
Greater Toronto’s Top Employers, Canada’s Top 100 |
· |
Best Places to Work in Canada, Glassdoor Canada |
· |
Top Company Leader for Women Technologists, AnitaB.org |
Goal |
2021 |
2022 |
2023 |
2024 Goal | ||||
Women in senior leadership |
41% | 41% | 42% | 45% | ||||
Racially/ethnically diverse talent in senior leadership |
16% | 18% | 18% | 20% | ||||
Number of Black employees in senior leadership |
38 | 38 | 41 | 60 |
· |
Sponsorship of ten business resource groups (BRGs), which play a critical role in driving awareness and understanding of diverse backgrounds, cultivating a culture of belonging and execution against our D&I strategy. This includes the launch of our new Interfaith Employee Network – focused on fostering inclusion, belonging and allyship for the range of global faiths and spiritual diversity that exists in our workforce. Our other BRGs include the Asian Affinity Network, Black Employee Network, Disability Employee Network, Early Careers Network, Indigenous Peoples Network, Latino Employee Network, Pride at Work, Veterans Network and Women at Thomson Reuters. Collectively, our BRGs span more than 80 chapters across the world with the support over 140 volunteer co-chairs. |
· |
Focused on accelerating the careers of talent through three employee-led leadership development conferences. Aspire to Lead, led by Women at Thomson Reuters, brings together powerful speakers, skill-building workshops and networking opportunities to inspire women and allies to lead with confidence in their professional and personal lives. Celebrating its 11th year, the virtual conference brought together over 2,300 employees to “Unleash your Superpower.” BENergy, hosted by our Black Employee Network, focused on career mobility, goal setting, personal branding and networking. Sessions focused on removing the ambiguity of what it takes to achieve career and development goals. And, ECN Worldwide, hosted by our Early Careers Network (ECN), helped attendees explore the range of career opportunities at Thomson Reuters and reframe career paths as a lattice with multiple options. |
· |
Expansion of our Connected Leaders Academy (in partnership with McKinsey) to include a new Leadership Essential Program to complement the existing Executive Leadership and Management Accelerator learning paths. Since the launch in 2021, the Connected Leaders Academy at Thomson Reuters has reached over 820 racial and ethnically diverse talent that self-identify as Black, Hispanic/Latino and Asian from 15 countries. The robust alumni network of talent from this program continues to come together for our newly launched Peer Learning sessions and bimonthly networking meetings. |
· |
Continued to invest in and make progress on our core D&I initiatives. We grew the completeness of our voluntary self-identification data by 7% through our Count Me In internal initiative, further deepening our talent insights. We continued to highlight our Breaking Bias program and enroll new and existing employees in this enterprise training, resulting in 67% global employee completion. Through Ten Thousand Coffees, our digital platform that democratizes access to social learning, networking and mentorship, over 15,000 employee connections were made by colleagues across the world and over 100 office hours were hosted by Thomson Reuters leaders. |
Facility |
Approx. Sq. Ft. |
Owned/Leased |
Principal Use | |||
610 Opperman Drive, Eagan, Minnesota, United States |
2,711,860 | Owned | Legal Professionals headquarters and Global Print operating facilities | |||
2900 Ames Crossing Rd. Eagan, Minnesota, United States |
308,070 | Subleased | Legal Professionals headquarters beginning in the second quarter of 2024. | |||
6300 Interfirst Drive, Ann Arbor, Michigan, United States |
247,210 | Owned | Tax & Accounting Professionals operating facility | |||
Knowledge Court, Bangalore, India |
150,760 | Leased | Thomson Reuters shared services center | |||
5 Canada Square, London, United Kingdom |
133,400 | Subleased | Legal Professionals, Tax & Accounting Professionals and Reuters News operating facility | |||
Hyderabad, Bldg. 11 Madhapur, Hyderabad, India |
130,319 | Leased | Global shared service center. | |||
19 Duncan Street Toronto, Ontario, Canada |
129,950 | Leased | Thomson Reuters headquarters | |||
2395 Midway Road, Carrollton, Texas, United States |
78,720 | Leased (1) |
Tax & Accounting Professionals and Corporates operating facility. | |||
Reforma Cuarzo 26 Paseo de la Reforma, Mexico City, Mexico |
60,650 | Leased | Global shared service center | |||
3 Times Square, New York, New York, United States |
46,100 | Owned/leased (2) |
Reuters News, Legal Professionals and Corporates operating facility | |||
Landis & Gyr 3, Zug, Switzerland |
31,870 | Leased | Enterprise Centre |
(1) | In December 2023, we sold our Carrollton facility, which was formerly our Tax & Accounting operating facility. In an effort to assist with the transition into our new office space, we have leased back a portion of the office space within the Carrollton facility. |
(2) | The landlord (3XSQ Associates) is an entity owned by one of our subsidiaries and Rudin Times Square Associates LLC. 3XSQ Associates was formed to build and operate the 3 Times Square property. |
Risk Category |
Page |
|||
Strategic Risks | 19 | |||
Technology and Data Risks | 24 | |||
Operational Risks | 27 | |||
Legal, Regulatory and Intellectual Property Risks | 29 | |||
Financial Risks | 33 | |||
Corporate Structure Risks | 34 |
· |
The profitability of our products and services relies on our customers’ demand for and usage of our products and services. While we endeavour to accurately predict these trends, with the recent impact technology has had on our customers’ business models, it has become difficult to accurately predict our customers’ demand for our products and services. Cost-cutting, |
reduced spending or reduced activity by customers may decrease demand for, and usage of, some of our products and services. This could adversely affect our financial results by reducing our revenues, which could in turn reduce the profitability of some of our products and services. Some of our customers may also slow down decision-making or delay planned renewals or implementations because of economic conditions, which may disrupt historical spending patterns. |
· |
Law firms continue to be challenged by corporate counsels, which are seeking to keep more work in-house to deliver greater business value and insights internally, limit increases in billing rates and hours, and insist on increased transparency and efficiency from law firms. The demand for legal services has also experienced low growth in 2023, negatively affected by shrinking activity in transactional practices, including real estate and mergers and acquisitions practice areas. The emergence of generative AI as a tool in the legal space could also have significant impact on law firms, such as their headcount, service delivery, and pricing. While generative AI introduces productivity and efficiency improvement opportunities for law firms, it also adds uncertainties to how law firms and legal professionals need to evolve with technology in the future. These trends could impact the future ability to spend by a select set of our law firm customers on our products which in turn could adversely affect our revenues as well as our cash flows. |
· |
Accounting firms are also adapting their business models related to service offerings, technology and pricing to address their clients’ evolving needs, priorities and expectations. In particular, accounting firms continue to experience commoditization in audit and tax compliance in an increasingly complex regulatory environment and are looking to expand into more profitable advisory services and identify more areas to use automation. |
· |
Corporations continue to be under pressure to become more efficient and drive margins which may put pressure on their ability to spend on our products. Their behavior is also closely linked to economic cycles with spending pressures tied to periods of economic downturn. Their focus on cybersecurity is increasing, putting additional demands on our products and lengthening sales cycles. Corporations are also focusing on consolidating vendors which adds an additional dimension of competition. |
· |
Global Print (8% of our 2023 revenues) experienced a 5% revenue decline in 2023, as customers continued to migrate from traditional print formats to digital solutions. Declines in Global Print revenues can adversely affect our profitability as well as our cash flows. |
· |
Relative to our Reuters News business, the media sector continues to transform, with the traditional news agency market under pressure due to audiences’ shift to digital and streaming services. In the Professional sector, we expect a soft discretionary spend market to continue to impact digital advertising and sponsorships revenues. While demand in the financial professional segment is growing, Reuters News is limited in its ability to participate in a number of sectors due to its exclusive agreement with the Data & Analytics business of LSEG. |
· |
Many of our principal competitors are established companies and firms that have substantial financial resources, recognized brands, technological expertise and market experience and these competitors sometimes have more established positions in certain product segments and geographic regions than we do. Some larger companies that compete with us, such as enterprise resource planning (ERPs) companies, have large installed customer bases and may change or expand the focus of their business strategies to target our customers. |
· |
We increasingly compete with smaller and sometimes newer companies, some of which seek to differentiate themselves from the breadth of our offerings by being specialized, with a narrower focus than our company. As a result, they may be able to adopt new or emerging technologies, including AI and analytic capabilities, or address customer requirements at lower prices or more quickly than we can. New and emerging technologies can also have the impact of reducing potential barriers to entry, allowing start-up companies to enter the market at a quicker pace than they would have been able to in the past. |
· |
Public sources of free or relatively inexpensive information are available online and more of this information is expected to be available in the future. Some governmental and regulatory agencies have increased the amount of information they make publicly available at no cost. Several companies and organizations have made certain legal and tax information publicly available at no cost. “Open source” software that is available for free may also provide some functionality similar to that in some of our products. Public sources of free or relatively inexpensive information may reduce demand for our products and services if certain customers choose to use these public sources as a substitute for our products or services. |
· |
Some of our customers independently develop products and services that compete with ours, including through the formation of partnerships or consortia. If more of our customers become self-sufficient, demand for our products and services may be reduced. |
· |
We may also face increased competition from search providers that could pose a threat to some of our businesses by providing more in-depth offerings, adapting their products and services to meet the demands of their customers or combining with one of their traditional competitors to enhance their products and services. |
· |
Cyber-attacks on our networks, websites, hosting environments or infrastructure on which many of our service offerings operate using computer viruses or other malware, distributed denial of service attacks, ransomware, phishing, social engineering, or destructive attacks against information systems. The occurrence of these and other more sophisticated attack campaigns may increase with the growing number of workforces that remotely access our systems and as heightened geopolitical tensions contribute to elevated global exposures to cybersecurity risks; |
· |
The introduction or exploitation of vulnerabilities existing in our products or internally-built applications, including our generative AI products, some of which may be undetected and only discovered after an extended period of time and after installation or integration by our company or our customers; |
· |
The introduction or exploitation of vulnerabilities in purchased or licensed third-party software, adopted open source software, or in newly integrated technologies resulting from an acquisition or partnership, some of which may be undetected and only discovered after an extended period of time and after installation or integration by our company or our customers; |
· |
Actions taken by individuals or groups of hackers and sophisticated organizations, including nation-states, state-sponsored or aligned, or criminal organizations; |
· |
Attacks on, or vulnerabilities in, underlying networks and services that power the Internet and supporting power and water supply, most of which are not under our direct control or the control of our suppliers, partners or customers; |
· |
Human errors by employees, contractors or customers or intentional acts by employees, contractors or customers with access to our systems that compromise our security measures; and |
· |
Attacks against employee or contractor work from home or hybrid working environments (e.g., home networks, residential internet service providers) that allow an unauthorized party to gain or attempt to gain remote or physical access to the employee’s or contractor’s devices or information used to access corporate resources. |
· |
Difficulties in penetrating new markets due to established and entrenched competitors or unavailability of local companies for acquisition or joint venture partners or restrictions on foreign ownership; |
· |
Difficulties in developing products and services that are tailored to the needs of local customers; |
· |
Local lack of recognition of our brands or acceptance or knowledge of our products and services; |
· |
The impact of geopolitical tensions in local markets, including the impact of the Russian invasion of Ukraine and related government sanctions and the ongoing Israel-Hamas conflict, ongoing protectionism measures due to a decline in global alignment, aggressive monetary tightening, weaker global demand, rising interest rates, supply chain disruptions, labour shortages and other events; |
· |
Economic, political or social instability in local markets; |
· |
Exposure to possibly adverse governmental or regulatory actions in countries where we operate or conduct business; |
· |
Higher inflation rates and increased credit risk; |
· |
The impact of foreign currency fluctuations on prices charged to local customers, notably when there is strengthening of the U.S. dollar, and other controls, regulations and orders that might restrict our ability to repatriate cash or limit our ability to move or invest cash freely; |
· |
Difficulties hiring and retaining staff for foreign operations, differing employee/employer relationships, and other challenges caused by distance, language and cultural differences; |
· |
Reduced protection for intellectual property rights; |
· |
Changes in laws and policies affecting trade and investment in other jurisdictions; and |
· |
Managing compliance with local laws and regulations (notably related to data privacy, data use and data protection) and varying and sometimes conflicting laws and regulations across the countries in which we do business. |
· |
GDPR provides data protection requirements and related compliance obligations in the E.U. Serious breaches of the GDPR can result in administrative fines of up to 4% of annual worldwide revenues and fines up to 2% of annual worldwide revenues can be imposed for other types of violations. We are also subject to U.K. data protection law, which imposes obligations and penalties similar to GDPR. |
· |
Various U.S. state privacy laws reflect requirements for the handling of personal data and provide data privacy rights to their residents. Violations can result in civil penalties and in some instances, provide consumers with a private right of action for data breaches, which may increase data breach litigation. Other U.S. state and federal legislative and regulatory bodies have implemented or are considering similar legislation, which, if passed, could create more risks, compliance complexity and potential costs for us. |
· |
In the E.U., proposed legislation known as the Regulation on Privacy and Electronic Communications, or ePrivacy Regulation, would replace an E.U. regulation known as the ePrivacy Directive, which we are currently subject to. The ePrivacy Regulation is focused on privacy regarding electronic communications services and data processed by electronic communications services. |
The ePrivacy Regulation is still under development and in draft form and the timeline for adoption and effectiveness is unclear. The ePrivacy Regulation may require us to further modify some of our data practices and compliance could result in additional costs for our company. In addition, the EU Digital Services Act (DSA) and Digital Markets Act (DMA) adds further complexity and increased consumer protection and technology regulation. |
· |
Proposed and existing legislation in other countries and regions around the world related to privacy, data security, data protection and other related areas may also impact how we provide products and services and how we collect and use information. |
· |
Current or future laws, regulations and ethical considerations related to the use of AI technology and ML may impact our ability to provide insights from data and use certain data to develop our products. These factors may also impose burdensome and costly requirements on our ability to utilize data in innovative ways. |
· |
Impose limits on our collection, retention and use of certain kinds of information or data and our ability to communicate such information effectively to our customers; |
· |
Impose limits on our ability to develop and offer our products, services, and content in certain countries; |
· |
Frustrate or disrupt our ability to do business with certain customers and other third parties or collect or pay third parties, including without limitation as a result of newly issued sanctions and export/import restrictions; |
· |
Increase our cost of doing business or require us to change some of our existing business practices; and |
· |
Conflict or increase complexity on a global basis (such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws). |
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Legal Professionals Serves law firms and governments with research and workflow products, focusing on intuitive legal research powered by emerging technologies, including generative AI, and integrated legal workflow solutions that combine content, tools and analytics. |
2023 Revenues ![]() | ||
![]() |
Corporates Serves corporate customers from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven technologies, including generative AI, providing integrated workflow solutions designed to help our customers digitally transform and achieve their business outcomes. | |||
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Tax & Accounting Professionals Serves tax, accounting and audit professionals in accounting firms (other than the seven largest, which are served by our Corporates segment) with research and workflow products, focusing on intuitive tax offerings and automating tax workflows. | |||
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Reuters News Supplies business, financial and global news to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial market professionals exclusively via LSEG products. |
|||
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Global Print Provides legal and tax information primarily in print format to customers around the world. |
Attractive Industry · · |
Balanced and Diversified Leadership · · · |
Attractive Business Model · · long-term operating leverage· |
Strong Competitive Positioning · · · |
Disciplined Financial Policies · · · · |
* |
The news agreement with the Data & Analytics business of LSEG. |
![]() |
Revenues by type Recurring revenues one-off arrangements. However, as we generally recognize recurring revenues ratably over the contract term, there is a lag in realizing the impact of current sales or cancellations in our reported revenues. As a result, our revenues are typically slower to decline when economic conditions worsen, but slower to return to growth when economic activity improves, compared to other businesses that are not subscription-based. Transactions revenues Global Print revenues | |
![]() |
Revenues by geography In 2023, we earned 74% of our revenues in the U.S. We also operate regional teams outside of the U.S., including in emerging markets, where we serve regional customers by either modifying existing products and services for their needs or developing specific products for the local market. Changes in foreign currency exchange rates relative to our business outside the U.S. may cause variation in our revenue performance from period to period. In 2023, however, changes in foreign exchange rates had no net impact on our revenue growth over the prior year. | |
![]() |
Expenses Most of our operating expenses are fixed. As a result, when our revenues increase, we become more profitable and our adjusted EBITDA margin increases. Likewise, when our revenues decline, we become less profitable and our adjusted EBITDA margin decreases. However, the full impact of incremental revenues is not always reflected in our profitability as we reinvest in our business. In 2023, staff costs, which are largely comprised of salaries, performance bonuses, commissions, benefits and share-based compensation, comprised 60% of our total expenses. Approximately 66% of our 2023 operating expenses were denominated in U.S. dollars with the balance denominated in currencies other than the U.S. dollar. In 2023, changes in foreign exchange rates decreased our expenses by 1% compared to the prior year. In 2022, we incurred $171 million of expenses associated with our Change Program to transition our company from a holding company to an operating company and from a content provider to a content-driven technology company. |
Total Thomson Reuters |
2023 Updated Outlook |
2023 Actual Performance (Before currency) (1) |
||||
Revenue growth |
3.0% - 3.5% |
3.0% |
![]() | |||
Organic revenue growth (2) |
5.5% - 6.0% |
5.9% |
![]() | |||
Adjusted EBITDA margin (2) |
Approximately 39% |
39.1% |
![]() | |||
Corporate costs |
$110 - $120 million |
$114 million |
![]() | |||
Free cash flow (2) |
Approximately $1.8 billion |
$1.9 billion |
![]() | |||
Accrued capital expenditures as a percentage of revenues (2) |
Approximately 8.0% |
7.8% |
![]() | |||
Depreciation and amortization of computer software |
$625 - $635 million |
$629 million |
![]() | |||
Depreciation and amortization of internally developed software |
$555 - $560 million |
$557 million |
![]() | |||
Amortization of acquired software (3) |
$70 - $75 million |
$72 million |
![]() | |||
Interest expense (4) |
$170 - $180 million |
$164 million |
![]() | |||
Effective tax rate on adjusted earnings (2)(5) |
Approximately 17% |
16.5% |
![]() |
“Big 3” Segments (2) |
2023 Updated Outlook |
2023 Actual Performance (Before currency) (1) |
||||||
Revenue growth |
3.5% - 4.0% |
3.5% |
![]() |
|||||
Organic revenue growth |
6.5% - 7.0% |
7.2% |
![]() |
|||||
Adjusted EBITDA margin |
Approximately 44% |
43.6% |
![]() |
· |
Casetext, Inc., a business that uses AI and ML to enable legal professionals to work more efficiently, |
· |
SurePrep LLC, a provider of tax automation software and services, |
· |
Imagen Ltd, a media asset management company now part of our Reuters News segment, and |
· |
ThoughtTrace, a business that uses AI and ML to read, organize and manage document workflows. |
Year ended December 31, |
||||||||||||||||
Change |
||||||||||||||||
(millions of U.S. dollars, except per share amounts and margins) |
2023 |
2022 |
Total |
Constant Currency |
||||||||||||
IFRS Financial Measures |
||||||||||||||||
Revenues |
6,794 |
6,627 |
3% |
|||||||||||||
Operating profit |
2,332 |
1,834 |
27% |
|||||||||||||
Diluted EPS |
$5.80 |
$2.75 |
111% |
|||||||||||||
Non-IFRS Financial Measures |
||||||||||||||||
Revenues |
6,794 |
6,627 |
3% |
3% |
||||||||||||
Organic revenue growth |
6% |
|||||||||||||||
Adjusted EBITDA |
2,678 |
2,329 |
15% |
14% |
||||||||||||
Adjusted EBITDA margin |
39.3% |
35.1% |
420bp |
380bp |
||||||||||||
Adjusted EBITDA less accrued capital expenditures |
2,146 |
1,784 |
20% |
|||||||||||||
Adjusted EBITDA less accrued capital expenditures margin |
31.5% |
26.9% |
460bp |
|||||||||||||
Adjusted EPS |
$3.51 |
$2.62 |
(1) |
34% |
32% |
|||||||||||
“Big 3” Segments |
||||||||||||||||
Revenues |
5,485 |
5,325 |
3% |
4% |
||||||||||||
Organic revenue growth |
7% |
|||||||||||||||
Adjusted EBITDA |
2,408 |
2,256 |
7% |
6% |
||||||||||||
Adjusted EBITDA margin |
43.8% |
42.4% |
140bp |
110bp |
Year ended December 31, |
||||||||||||||||||||
Change |
||||||||||||||||||||
(millions of U.S. dollars) |
2023 |
2022 |
Total |
Constant Currency |
Organic |
|||||||||||||||
Recurring revenues |
5,458 |
5,324 | 3% | 3% | 6% | |||||||||||||||
Transactions revenues |
774 |
711 | 9% | 9% | 10% | |||||||||||||||
Global Print revenues |
562 |
592 | (5%) | (4%) | (3%) | |||||||||||||||
Revenues |
6,794 |
6,627 | 3% | 3% | 6% |
Year ended December 31, |
||||||||||||||||
Change |
||||||||||||||||
(millions of U.S. dollars) |
2023 |
2022 |
Total |
Constant Currency |
||||||||||||
Operating expenses |
4,134 |
4,280 |
(3%) |
(3%) |
||||||||||||
Remove fair value adjustments (1) |
(2) |
19 |
||||||||||||||
Operating expenses excluding fair value adjustments |
4,132 |
4,299 |
(4%) |
(3%) |
Year ended December 31, |
||||||||||||
(millions of U.S. dollars) |
2023 |
2022 |
Change |
|||||||||
Depreciation |
116 |
140 |
(17%) |
|||||||||
Amortization of computer software |
||||||||||||
Internally developed |
440 |
446 | (1%) | |||||||||
Acquisition related |
72 |
39 | 84% | |||||||||
Total amortization of computer software |
512 |
485 |
6% |
|||||||||
Amortization of other identifiable intangible assets |
97 |
99 |
(2%) |
· |
Depreciation decreased due to the completion of depreciation of assets acquired in previous years. |
· |
Total amortization of computer software increased due to acquisitions. |
· |
Amortization of other identifiable intangible assets decreased as the completion of amortization of assets acquired in previous years more than offset expenses associated with recent acquisitions. |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 |
||||||
Other operating gains, net |
397 |
211 |
Year ended December 31, |
||||||||||||
(millions of U.S. dollars) |
2023 |
2022 |
Change |
|||||||||
Net interest expense |
152 |
196 |
(22%) |
Year ended December 31, | ||||||
(millions of U.S. dollars) |
2023 |
2022 | ||||
Other finance (costs) income |
(192) |
444 |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 |
||||||
YPL |
1,099 |
(416) | ||||||
Other equity method investments |
(24) |
(16) | ||||||
Share of post-tax earnings (losses) in equity method investments |
1,075 |
(432) |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 |
||||||
Increase in LSEG share price |
785 |
207 | ||||||
Foreign exchange gains (losses) on LSEG shares |
251 |
(787) | ||||||
Dividend income |
58 |
87 | ||||||
(Loss) gain from forward contract |
(77) |
77 | ||||||
Loss from call options |
(15) |
- | ||||||
Historical excluded equity adjustment (1) |
97 |
- | ||||||
YPL - Share of post-tax earnings (losses) in equity method investments |
1,099 |
(416) |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 |
||||||
Tax expense |
417 |
259 |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 (1) |
||||||
Tax expense (benefit) |
||||||||
Tax items impacting comparability: |
||||||||
Discrete changes to uncertain tax positions (2) |
(61) |
- |
||||||
Corporate tax laws and rates (3) |
(100) |
(13) |
||||||
Deferred tax adjustments (4) |
(11) |
28 |
||||||
Subtotal |
(172) |
15 | ||||||
Tax related to: |
||||||||
Amortization of acquired computer software (1) |
(17) |
(8) |
||||||
Amortization of other identifiable intangible assets |
(22) |
(22) |
||||||
Other operating gains, net |
81 |
42 |
||||||
Other finance income |
(31) |
80 |
||||||
Share of post-tax earnings (losses) in equity method investments |
253 |
(124) |
||||||
Other items |
1 |
2 |
||||||
Subtotal |
265 |
(30) | ||||||
Total |
93 |
(15) |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 |
||||||
Tax expense |
417 |
259 |
||||||
Remove: Items from above impacting comparability |
(93) |
15 |
||||||
Total tax expense on adjusted earnings |
324 |
274 |
Year ended December 31, |
||||||||
Income taxes paid (millions of U.S. dollars) |
2023 |
2022 |
||||||
Operating activities – continuing operations |
163 |
193 |
||||||
Investing activities – continuing operations |
705 |
7 |
||||||
Investing activities – discontinued operations |
1 |
16 |
||||||
Total income taxes paid |
869 |
216 |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 |
||||||
Earnings (loss) from discontinued operations, net of tax |
49 |
(53) |
Year ended December 31, |
||||||||||||||||
Change |
||||||||||||||||
(millions of U.S. dollars, except per share amounts) |
2023 |
2022 |
Total |
Constant Currency |
||||||||||||
IFRS Financial Measures |
||||||||||||||||
Net earnings |
2,695 |
1,338 |
101% |
|||||||||||||
Diluted EPS |
$5.80 |
$2.75 | 111% | |||||||||||||
Non- IFRS Financial Measures(1) |
||||||||||||||||
Adjusted earnings |
1,629 |
1,270 |
28% |
|||||||||||||
Adjusted EPS |
$3.51 |
$2.62 |
34% |
32% |
Year ended December 31, |
||||||||||||||||||||
Change |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
2023 |
2022 |
Total |
Constant Currency |
Organic |
|||||||||||||||
Recurring revenues |
2,674 |
2,631 | 2% | 2% | 6% | |||||||||||||||
Transactions revenues |
133 |
172 | (23%) | (23%) | 7% | |||||||||||||||
Revenues |
2,807 |
2,803 | - | - | 6% | |||||||||||||||
Segment adjusted EBITDA |
1,299 |
1,227 | 6% | 5% | ||||||||||||||||
Segment adjusted EBITDA margin |
46.2% |
43.8% | 240bp | 190bp |
Year ended December 31, |
||||||||||||||||||||
Change |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
2023 |
2022 |
Total |
Constant Currency |
Organic |
|||||||||||||||
Recurring revenues |
1,373 |
1,305 | 5% | 5% | 8% | |||||||||||||||
Transactions revenues |
247 |
231 | 7% | 7% | 5% | |||||||||||||||
Revenues |
1,620 |
1,536 | 5% | 5% | 7% | |||||||||||||||
Segment adjusted EBITDA |
619 |
578 | 7% | 7% | ||||||||||||||||
Segment adjusted EBITDA margin |
38.1% |
37.6% | 50bp | 50bp |
Year ended December 31, |
||||||||||||||||||||
Change |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
2023 |
2022 |
Total |
Constant Currency |
Organic |
|||||||||||||||
Recurring revenues |
808 |
799 | 1% | 3% | 9% | |||||||||||||||
Transactions revenues |
250 |
187 | 34% | 37% | 17% | |||||||||||||||
Revenues |
1,058 |
986 | 7% | 9% | 10% | |||||||||||||||
Segment adjusted EBITDA |
490 |
451 | 8% | 10% | ||||||||||||||||
Segment adjusted EBITDA margin |
45.8% |
45.8% | - | (30)bp |
Year ended December 31, |
||||||||||||||||||||
Change |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
2023 |
2022 |
Total |
Constant Currency |
Organic |
|||||||||||||||
Recurring revenues |
625 |
612 | 2% | 3% | 2% | |||||||||||||||
Transactions revenues |
144 |
121 | 19% | 14% | 13% | |||||||||||||||
Revenues |
769 |
733 | 5% | 5% | 4% | |||||||||||||||
Segment adjusted EBITDA |
172 |
154 | 12% | 5% | ||||||||||||||||
Segment adjusted EBITDA margin |
22.4% |
21.0% | 140bp | - |
Year ended December 31, |
||||||||||||||||||||
Change |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
2023 |
2022 |
Total |
Constant Currency |
Organic |
|||||||||||||||
Revenues |
562 |
592 | (5%) | (4%) | (3%) | |||||||||||||||
Segment adjusted EBITDA |
213 |
212 | 1% | - | ||||||||||||||||
Segment adjusted EBITDA margin |
38.0% |
35.7% | 230bp | 170bp |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 |
||||||
Corporate costs |
115 |
293 |
Three months ended December 31, |
||||||||||||||||
Change |
||||||||||||||||
(millions of U.S. dollars, except per share amounts and margins) |
2023 |
2022 |
Total |
Constant Currency |
||||||||||||
IFRS Financial Measures |
||||||||||||||||
Revenues |
1,815 |
1,765 | 3% | |||||||||||||
Operating profit |
558 |
631 | (11%) | |||||||||||||
Net earnings |
678 |
218 | 211% | |||||||||||||
Diluted EPS |
$1.49 |
$0.45 | 231% | |||||||||||||
Net cash provided by operating activities |
705 |
676 | 4% | |||||||||||||
Net cash (used in) provided by investing activities |
(223) |
64 | n/m | |||||||||||||
Net cash used in financing activities |
(1,702) |
(132) | n/m | |||||||||||||
Non-IFRS Financial Measures(1) |
||||||||||||||||
Revenues |
1,815 |
1,765 | 3% | 3% | ||||||||||||
Organic revenue growth |
7% |
|||||||||||||||
Adjusted EBITDA |
707 |
633 | 12% | 9% | ||||||||||||
Adjusted EBITDA margin |
38.9% |
35.9% | 300bp | 210bp | ||||||||||||
Adjusted EBITDA less accrued capital expenditures |
554 |
495 | 12% | |||||||||||||
Adjusted EBITDA less accrued capital expenditures margin |
30.5% |
28.1% | 240bp | |||||||||||||
Adjusted earnings |
446 |
362 (2) |
23% | |||||||||||||
Adjusted EPS |
$0.98 |
$0.75 (2) |
31% | 28% | ||||||||||||
Free cash flow |
613 |
526 | 16% | |||||||||||||
“Big 3” Segments |
||||||||||||||||
Revenues |
1,446 |
1,409 | 3% | 3% | ||||||||||||
Organic revenue growth |
8% |
|||||||||||||||
Adjusted EBITDA |
624 |
618 | 1% | - | ||||||||||||
Adjusted EBITDA margin |
43.1% |
43.9% | (80)bp | (150)bp |
Three months ended December 31, |
||||||||||||||||||||
Change |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
2023 |
2022 |
Total |
Constant Currency (1) |
Organic (1) |
|||||||||||||||
Revenues |
||||||||||||||||||||
Legal Professionals |
700 |
704 | (1%) | (1%) | 7% | |||||||||||||||
Corporates |
402 |
379 | 6% | 5% | 7% | |||||||||||||||
Tax & Accounting Professionals |
344 |
326 | 6% | 9% | 10% | |||||||||||||||
“Big 3” Segments Combined (1) |
1,446 |
1,409 | 3% | 3% | 8% | |||||||||||||||
Reuters News |
220 |
198 | 11% | 10% | 9% | |||||||||||||||
Global Print |
154 |
162 | (6%) | (5%) | (4%) | |||||||||||||||
Eliminations/ Rounding |
(5) |
(4) | ||||||||||||||||||
Revenues |
1,815 |
1,765 | 3% | 3% | 7% | |||||||||||||||
Adjusted EBITDA (1) |
||||||||||||||||||||
Legal Professionals |
298 |
294 | 1% | (2%) | ||||||||||||||||
Corporates |
138 |
135 | 3% | 1% | ||||||||||||||||
Tax & Accounting Professionals |
188 |
189 | (1%) | 1% | ||||||||||||||||
“Big 3” Segments Combined |
624 |
618 | 1% | - | ||||||||||||||||
Reuters News |
61 |
40 | 56% | 52% | ||||||||||||||||
Global Print |
55 |
59 | (5%) | (8%) | ||||||||||||||||
Corporate costs |
(33) |
(84) | ||||||||||||||||||
Adjusted EBITDA |
707 |
633 | 12% | 9% | ||||||||||||||||
Adjusted EBITDA margin (1) |
||||||||||||||||||||
Legal Professionals |
42.5% |
41.7% | 80bp | (50)bp | ||||||||||||||||
Corporates |
34.5% |
35.7% | (120)bp | (140)bp | ||||||||||||||||
Tax & Accounting Professionals |
54.6% |
58.1% | (350)bp | (430)bp | ||||||||||||||||
“Big 3” Segments Combined |
43.1% |
43.9% | (80)bp | (150)bp | ||||||||||||||||
Reuters News |
27.9% |
19.8% | 810bp | 720bp | ||||||||||||||||
Global Print |
36.4% |
36.1% | 30bp | (100)bp | ||||||||||||||||
Adjusted EBITDA margin |
38.9% |
35.9% | 300bp | 210bp |
· |
We received $5.3 billion of gross proceeds from the sale of the 54.3 million shares our company indirectly owned, which included $151 million from the settlement of foreign exchange contracts. |
· |
We received $8 million in dividends from YPL related to the sale of call options that YPL entered into in September of 2023, to sell approximately 8.2 million LSEG shares with maturity dates in 2023 and 2024 in the event the LSEG share price exceeds specified levels. Our share of these call options covers approximately 3.5 million shares. |
· |
We sold approximately 0.9 million shares under the call options described above and received proceeds of $31 million in 2023 ($58 million of the proceeds settled in 2024). |
· |
LSEG repurchased 1.7 million of ordinary shares from YPL under an open market buyback program announced by LSEG in August 2022. We received proceeds of approximately $70 million related to the approximately 0.8 million shares our company indirectly owned and sold as part of this buyback. |
Year ended December 31, | ||||||||
(millions of U.S. dollars) |
2023 |
2022 |
$ Change | |||||
Net cash provided by operating activities |
2,341 |
1,915 | 426 | |||||
Net cash provided by (used in) investing activities |
3,513 |
(462) | 3,975 | |||||
Net cash used in financing activities |
(5,626) |
(1,156) | (4,470) | |||||
Translation adjustments |
1 |
(6) | 7 | |||||
Increase in cash and cash equivalents |
229 |
291 | (62) | |||||
Cash and cash equivalents at beginning of period |
1,069 |
778 | 291 | |||||
Cash and cash equivalents at end of period |
1,298 |
1,069 |
229 | |||||
Non-IFRS Financial Measure(1): |
||||||||
Free cash flow |
1,871 |
1,340 | 531 |
· |
Commercial paper program. |
· |
Credit facility. |
· |
Long-term debt. |
· |
Credit ratings. |
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 |
· |
Dividends. |
Year ended December 31, |
||||||||
(millions of U.S. dollars, except per share amounts) |
2023 |
2022 |
||||||
Dividends declared per common share |
$1.96 |
$1.78 |
||||||
Dividends declared |
908 |
861 |
||||||
Dividends reinvested |
(21) |
(27) |
||||||
Dividends paid |
887 |
834 |
· |
Share repurchases – Normal Course Issuer Bid (NCIB). |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Share repurchases (millions of U.S. dollars) |
1,079 |
1,282 | ||||||
Shares repurchased (number in millions) |
8.6 |
11.9 | ||||||
Share repurchases – average price per share in U.S. dollars |
$125.07 |
$107.99 |
· |
Return of capital and share consolidation. pre-consolidated share for 0.963957 post-consolidated shares. Shareholders who were subject to income tax in a jurisdiction other than Canada were given the opportunity to opt-out of the transaction. The share consolidation was proportional to the cash distribution and the share consolidation ratio was based on the volume weighted-average trading price of the shares on the NYSE for the five-trading day period immediately preceding June 23, 2023, the effective date for the return of capital transaction. Woodbridge, our principal shareholder, participated in this transaction. As a result of the share consolidation, our company’s outstanding common shares were reduced by 15.8 million common shares. |
December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 |
||||||
Net debt (1) |
2,207 |
3,925 |
||||||
Leverage ratio of net debt to adjusted EBITDA: |
||||||||
Adjusted EBITDA (1) |
2,678 |
2,329 |
||||||
Net debt/adjusted EBITDA (1) |
0.8:1 |
1.7:1 |
(millions of U.S. dollars) |
2024 |
2025 |
2026 |
2027 |
2028 |
Thereafter |
Total |
|||||||||||||||||||||
Commercial paper |
130 | - | - | - | - | - | 130 | |||||||||||||||||||||
Notes/debentures (1) |
242 | 1,062 | 500 | - | - | 1,369 | 3,173 | |||||||||||||||||||||
Interest payable (1) |
126 | 105 | 84 | 76 | 76 | 867 | 1,334 | |||||||||||||||||||||
Debt-related hedges outflows (2) |
22 | 1,011 | - | - | - | - | 1,033 | |||||||||||||||||||||
Debt-related hedges inflows (1) |
(24) | (1,074) | - | - | - | - | (1,098) | |||||||||||||||||||||
Lease obligations (3) |
70 | 60 | 49 | 39 | 33 | 158 | 409 | |||||||||||||||||||||
Foreign exchange contracts outflows (4) |
1,575 | - | - | - | - | - | 1,575 | |||||||||||||||||||||
Foreign exchange contracts inflows (5) |
(1,601) | - | - | - | - | - | (1,601) | |||||||||||||||||||||
Unconditional purchase obligations |
374 | 258 | 123 | 42 | 11 | - | 808 | |||||||||||||||||||||
Defined benefit obligations |
33 | - | - | - | - | - | 33 | |||||||||||||||||||||
Total |
947 | 1,422 | 756 | 157 | 120 | 2,394 | 5,796 |
· |
Subsidiary guarantees |
· |
Guarantees |
· |
Unconditional purchase obligations |
· |
Defined benefit obligations |
· |
Disposition contingencies |
· |
Legal Professionals: |
· |
Corporates: |
· |
Tax & Accounting Professionals: on-premises systems are gradually being replaced by cloud-based, Software-as-a-Service |
· |
Assumes constant currency rates relative to 2023; and |
· |
Does not factor in the impact of any other acquisitions or divestitures that may occur in future periods. |
Total Thomson Reuters |
2023 Actual |
2024 Outlook | ||||
Revenue growth Organic revenue growth (1) |
3% 6% |
Approximately 6.5% Approximately 6% | ||||
Adjusted EBITDA margin (1) |
39.3% | Approximately 38% | ||||
Corporate costs |
$115 million | $120 – $130 million | ||||
Free cash flow (1) |
$1.9 billion | Approximately $1.8 billion | ||||
Accrued capital expenditures as a percentage of revenues (1) |
7.8% | Approximately 8.5% | ||||
Depreciation and amortization of computer software Depreciation and amortization of internally developed software Amortization of acquired software |
$628 million $556 million $72 million |
$730 – $750 million $595 – $615 million Approximately $135 million | ||||
Interest expense (2) |
$164 million | $150 – $170 million | ||||
Effective tax rate on adjusted earnings (1) |
16.5% | Approximately 18% | ||||
“Big 3” Segments (1) |
2023 Actual |
2024 Outlook | ||||
Revenue growth Organic revenue growth |
3% 7% |
Approximately 8% Approximately 7.5% | ||||
Adjusted EBITDA margin |
43.8% | Approximately 43% |
· |
Organic revenue growth to be approximately 8%, boosted by the expectation for additional AI licensing revenues from Reuters News; and |
· |
Adjusted EBITDA margin to be approximately 40%, benefiting from normal seasonal strength and the Reuters News licensing revenues, partially offset by acquisition dilution and select growth investments. |
Revenues | ||
Material assumptions |
Material risks | |
· · · · · |
· · · · · |
Adjusted EBITDA margin | ||
Material assumptions |
Material risks | |
· · · |
· · · |
Free Cash Flow | ||
Material assumptions |
Material risks | |
· · |
· · · · |
Effective tax rate on adjusted earnings | ||
Material assumptions |
Material risks | |
· · pre-tax profit or losses in 2023 does not significantly change in 2024· · · · · |
· · pre-tax profits and losses· · |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 |
||||||
Salaries and other benefits |
23 |
24 | ||||||
Share-based payments |
17 |
17 |
||||||
Total compensation |
40 |
41 |
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 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.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. 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. The related margin is adjusted EBITDA less accrued capital expenditures expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue. |
Provides a basis for evaluating the operating profitability and capital intensity of a business in a single measure. This measure captures investments regardless of whether they are expensed or capitalized, and reflects the basis on which management measures capital spending. |
Earnings from continuing operations | ||
Accrued capital expenditures as a percentage of revenues | ||||
Accrued capital expenditures expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue. |
Reflects the basis on how we manage capital expenditures for internal budgeting purposes. |
Capital expenditures |
How We Define It |
Why We Use It and Why It Is Useful to Investors |
Most Directly Comparable IFRS Measure | ||
Adjusted earnings and adjusted EPS | ||||
Net earnings or loss including dividends declared on preference shares but excluding the post-tax impacts of fair value adjustments, including those related to acquired deferred revenue, amortization of acquired intangible assets (attributable to other identifiable intangible assets and acquired computer software), other operating gains and losses, certain asset impairment charges, other finance costs or income, our share of post-tax earnings or losses in equity method investments, discontinued operations and other items affecting comparability. Acquired intangible assets contribute to the generation of revenues from acquired companies, which are included in our computation of adjusted earnings.The post-tax amount of each item is excluded from adjusted earnings based on the specific tax rules and tax rates associated with the nature and jurisdiction of each item.Adjusted EPS is calculated from adjusted earnings using diluted weighted-average shares and does not represent actual earnings or loss per share attributable to shareholders. |
Provides a more comparable basis to analyze earnings. These measures are commonly used by shareholders to measure performance. |
Net earnings and diluted earnings per share | ||
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. |
Provides a basis to analyze the effective tax rate associated with adjusted earnings. |
Tax expense | ||
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. |
Because the geographical mix of pre-tax profits and losses in interim periods may be different from that for the full year, our effective tax rate computed in accordance with IFRS may be more volatile by quarter. Therefore, we believe that using the expected full-year effective tax rate provides more comparability among interim periods. |
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: Total indebtedness (excluding the associated unamortized transaction costs and premiums or discount) plus the currency related fair value of associated hedging instruments, and lease liabilities less cash and cash equivalents. |
Provides a commonly used measure of a company’s leverage. 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: 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 | ||
Return on invested capital (ROIC) | ||||
Adjusted operating profit (operating profit excluding amortization of other identifiable intangible assets, other operating gains and losses, and fair value adjustments) less net taxes paid expressed as a percentage of the average adjusted invested capital during the period. |
Provides a measure of how efficiently we allocate resources to profitable activities and is indicative of our ability to create value for our shareholders. | IFRS does not require a measure comparable to ROIC. Refer to our calculation of ROIC in Appendix C for a reconciliation of the components in the calculation to the most directly comparable IFRS measure. |
How We Define It |
Why We Use It and Why It Is Useful to Investors |
Most Directly Comparable IFRS Measure | ||
Changes 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” IFRS Measures: · · Non-IFRS Measures and ratios:· · 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. | ||
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. · · |
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 Earnings from continuing operations |
Three months ended December 31, |
Year ended December 31, |
|||||||||||||||
(millions of U.S. dollars, except margins) |
2023 |
2022 |
2023 |
2022 |
||||||||||||
Earnings from continuing operations |
650 |
179 |
2,646 |
1,391 |
||||||||||||
Adjustments to remove: |
||||||||||||||||
Tax expense |
20 |
103 |
417 |
259 |
||||||||||||
Other finance costs (income) |
117 |
418 |
192 |
(444) |
||||||||||||
Net interest expense |
31 |
51 |
152 |
196 |
||||||||||||
Amortization of other identifiable intangible assets |
25 |
23 |
97 |
99 |
||||||||||||
Amortization of computer software |
135 |
131 |
512 |
485 |
||||||||||||
Depreciation |
29 |
30 |
116 |
140 |
||||||||||||
EBITDA |
1,007 |
935 |
4,132 |
2,126 |
||||||||||||
Adjustments to remove: |
||||||||||||||||
Share of post-tax (earnings) losses in equity method investments |
(260) |
(120) |
(1,075) |
432 |
||||||||||||
Other operating gains, net |
(44) |
(185) |
(397) |
(211) |
||||||||||||
Fair value adjustments (1) |
4 |
3 |
18 |
(18) |
||||||||||||
Adjusted EBITDA |
707 |
633 |
2,678 |
2,329 |
||||||||||||
Deduct: Accrued capital expenditures |
(153) |
(138) |
(532) |
(545) |
||||||||||||
Adjusted EBITDA less accrued capital expenditures |
554 |
495 |
2,146 |
1,784 |
||||||||||||
Adjusted EBITDA margin |
38.9% |
35.9% |
39.3% |
35.1% |
||||||||||||
Adjusted EBITDA less accrued capital expenditures margin |
30.5% |
28.1% |
31.5% |
26.9% |
Three months ended December 31, |
Year ended December 31, |
|||||||||||||||
(millions of U.S. dollars) |
2023 |
2022 |
2023 |
2022 |
||||||||||||
Capital expenditures |
132 |
135 |
544 |
595 |
||||||||||||
Remove: IFRS adjustment to cash basis |
21 |
3 |
(12) |
(50) |
||||||||||||
Accrued capital expenditures |
153 |
138 |
532 |
545 |
||||||||||||
Accrued capital expenditures as a percentage of revenues |
n/a |
n/a |
7.8% |
8.2% |
Three months ended December 31, |
Year ended December 31, |
|||||||||||||||
(millions of U.S. dollars, except per share amounts and share data) |
2023 |
2022 |
2023 |
2022 |
||||||||||||
Net earnings |
678 |
218 |
2,695 |
1,338 |
||||||||||||
Adjustments to remove: |
||||||||||||||||
Fair value adjustments (1) |
4 |
3 |
18 |
(18) |
||||||||||||
Amortization of acquired computer software |
24 |
12 |
72 |
39 |
||||||||||||
Amortization of other identifiable intangible assets |
25 |
23 |
97 |
99 |
||||||||||||
Other operating gains, net |
(44) |
(185) |
(397) |
(211) |
||||||||||||
Interest benefit impacting comparability (2)(3) |
- |
- |
(12) |
- |
||||||||||||
Other finance costs (income) |
117 |
418 |
192 |
(444) |
||||||||||||
Share of post-tax (earnings) losses in equity method investments |
(260) |
(120) |
(1,075) |
432 |
||||||||||||
Tax on above items (3) |
38 |
(24) |
265 |
(30) |
||||||||||||
Tax items impacting comparability (2)(3) |
(108) |
60 |
(172) |
15 |
||||||||||||
(Earnings) loss from discontinued operations, net of tax |
(28) |
(39) |
(49) |
53 |
||||||||||||
Interim period effective tax rate normalization (3) |
1 |
(3) |
- |
- |
||||||||||||
Dividends declare on preference shares |
(1) |
(1) |
(5) |
(3) |
||||||||||||
Adjusted earnings |
446 |
362 |
1,629 |
1,270 |
||||||||||||
Adjusted EPS |
$0.98 |
$0.75 |
$3.51 |
$2.62 |
||||||||||||
Diluted weighted-average common shares (millions) |
455.2 |
479.5 |
464.0 |
484.9 |
Year ended December 31, |
||||||||
(millions of U.S. dollars, except percentages) |
2023 |
2022 |
||||||
Adjusted earnings |
1,629 |
1,270 |
||||||
Plus: Dividends declared on preference shares |
5 |
3 |
||||||
Plus: Tax expense on adjusted earnings |
324 |
274 |
||||||
Pre-tax adjusted earnings |
1,958 |
1,547 |
||||||
IFRS tax expense |
417 |
259 |
||||||
Remove tax related to: |
||||||||
Amortization of acquired computer software |
17 |
8 |
||||||
Amortization of other identifiable intangible assets |
22 |
22 |
||||||
Share of post-tax (earnings) losses in equity method investments |
(253) |
124 |
||||||
Other finance costs (income) |
31 |
(80) |
||||||
Other operating gains, net |
(81) |
(42) |
||||||
Other items |
(1) |
(2) |
||||||
Subtotal - Remove tax (expense) benefit on pre-tax items removed from adjusted earnings |
(265) |
30 |
||||||
Remove: Tax items impacting comparability |
172 |
(15) |
||||||
Total - Remove all items impacting comparability |
(93) |
15 |
||||||
Tax expense on adjusted earnings |
324 |
274 |
||||||
Effective tax rate on adjusted earnings |
16.5% |
17.7% |
Three months ended December 31, |
Year ended December 31, |
|||||||||||||||
(millions of U.S. dollars) |
2023 |
2022 |
2023 |
2022 |
||||||||||||
Net cash provided by operating activities |
705 |
676 |
2,341 |
1,915 |
||||||||||||
Capital expenditures |
(132) |
(135) |
(544) |
(595) |
||||||||||||
Other investing activities |
55 |
1 |
137 |
88 |
||||||||||||
Payments of lease principal |
(14) |
(15) |
(58) |
(65) |
||||||||||||
Dividends paid on preference shares |
(1) |
(1) |
(5) |
(3) |
||||||||||||
Free cash flow |
613 |
526 |
1,871 |
1,340 |
December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 |
||||||
Current indebtedness |
372 |
1,647 |
||||||
Long-term indebtedness |
2,905 |
3,114 | ||||||
Total debt |
3,277 |
4,761 |
||||||
Swaps |
(65) |
(42) | ||||||
Total debt after swaps |
3,212 |
4,719 |
||||||
Remove fair value adjustments for hedges (1) |
2 |
7 | ||||||
Total debt after currency hedging arrangements |
3,214 |
4,726 |
||||||
Remove transaction costs, premiums or discounts included in the carrying value of debt |
26 |
33 |
||||||
Add: Lease liabilities (current and non-current) |
265 |
235 |
||||||
Less: Cash and cash equivalents (2) |
(1,298) |
(1,069) | ||||||
Net debt |
2,207 |
3,925 | ||||||
Leverage ratio of net debt to adjusted EBITDA |
||||||||
Adjusted EBITDA |
2,678 |
2,329 |
||||||
Net debt/adjusted EBITDA |
0.8:1 |
1.7:1 |
Three months ended December 31, |
||||||||||||||||||||||||||||
Change |
||||||||||||||||||||||||||||
(millions of U.S. dollars) |
2023 |
2022 |
Total |
Foreign Currency |
Subtotal Constant Currency |
Acquisitions/ Divestitures |
Organic |
|||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||
Legal Professionals |
700 |
704 | (1%) | - | (1%) | (7%) | 7% | |||||||||||||||||||||
Corporates |
402 |
379 | 6% | 1% | 5% | (1%) | 7% | |||||||||||||||||||||
Tax & Accounting Professionals |
344 |
326 | 6% | (3%) | 9% | (1%) | 10% | |||||||||||||||||||||
“Big 3” Segments Combined |
1,446 |
1,409 | 3% | (1%) | 3% | (4%) | 8% | |||||||||||||||||||||
Reuters News |
220 |
198 | 11% | 1% | 10% | 2% | 9% | |||||||||||||||||||||
Global Print |
154 |
162 | (6%) | (1%) | (5%) | (1%) | (4%) | |||||||||||||||||||||
Eliminations/Rounding |
(5) |
(4) | ||||||||||||||||||||||||||
Total revenues |
1,815 |
1,765 | 3% | - | 3% | (3%) | 7% | |||||||||||||||||||||
Recurring Revenues |
||||||||||||||||||||||||||||
Legal Professionals |
674 |
664 | 2% | - | 2% | (5%) | 7% | |||||||||||||||||||||
Corporates |
358 |
337 | 6% | 1% | 6% | (1%) | 7% | |||||||||||||||||||||
Tax & Accounting Professionals |
305 |
292 | 5% | (3%) | 8% | (2%) | 10% | |||||||||||||||||||||
“Big 3” Segments Combined |
1,337 |
1,293 | 3% | (1%) | 4% | (3%) | 8% | |||||||||||||||||||||
Reuters News |
157 |
153 | 3% | (1%) | 3% | 1% | 2% | |||||||||||||||||||||
Eliminations/Rounding |
(5) |
(4) | ||||||||||||||||||||||||||
Total recurring revenues |
1,489 |
1,442 | 3% | (1%) | 4% | (3%) | 7% | |||||||||||||||||||||
Transactions Revenues |
||||||||||||||||||||||||||||
Legal Professionals |
26 |
40 | (36%) | 3% | (39%) | (41%) | 2% | |||||||||||||||||||||
Corporates |
44 |
42 | 6% | 2% | 4% | (3%) | 7% | |||||||||||||||||||||
Tax & Accounting Professionals |
39 |
34 | 15% | (7%) | 22% | 8% | 14% | |||||||||||||||||||||
“Big 3” Segments Combined |
109 |
116 | (6%) | - | (6%) | (14%) | 8% | |||||||||||||||||||||
Reuters News |
63 |
45 | 39% | 5% | 34% | 3% | 31% | |||||||||||||||||||||
Total transactions revenues |
172 |
161 | 7% | 1% | 6% | (10%) | 16% |
Year ended December 31, |
||||||||||||||||||||||||||||
Change |
||||||||||||||||||||||||||||
(millions of U.S. dollars) |
2023 |
2022 |
Total |
Foreign Currency |
Subtotal Constant Currency |
Acquisitions/ Divestitures |
Organic |
|||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||
Legal Professionals |
2,807 |
2,803 | - | - | - | (6%) | 6% | |||||||||||||||||||||
Corporates |
1,620 |
1,536 | 5% | - | 5% | (2%) | 7% | |||||||||||||||||||||
Tax & Accounting Professionals |
1,058 |
986 | 7% | (2%) | 9% | (1%) | 10% | |||||||||||||||||||||
“Big 3” Segments Combined |
5,485 |
5,325 | 3% | - | 4% | (4%) | 7% | |||||||||||||||||||||
Reuters News |
769 |
733 | 5% | - | 5% | 1% | 4% | |||||||||||||||||||||
Global Print |
562 |
592 | (5%) | (1%) | (4%) | (1%) | (3%) | |||||||||||||||||||||
Eliminations/Rounding |
(22) |
(23) | ||||||||||||||||||||||||||
Total revenues |
6,794 |
6,627 | 3% | - | 3% | (3%) | 6% | |||||||||||||||||||||
Recurring Revenues |
||||||||||||||||||||||||||||
Legal Professionals |
2,674 |
2,631 | 2% | - | 2% | (4%) | 6% | |||||||||||||||||||||
Corporates |
1,373 |
1,305 | 5% | - | 5% | (2%) | 8% | |||||||||||||||||||||
Tax & Accounting Professionals |
808 |
799 | 1% | (2%) | 3% | (6%) | 9% | |||||||||||||||||||||
“Big 3” Segments Combined |
4,855 |
4,735 | 3% | - | 3% | (4%) | 7% | |||||||||||||||||||||
Reuters News |
625 |
612 | 2% | - | 3% | 1% | 2% | |||||||||||||||||||||
Eliminations/Rounding |
(22) |
(23) | ||||||||||||||||||||||||||
Total recurring revenues |
5,458 |
5,324 | 3% | - | 3% | (3%) | 6% | |||||||||||||||||||||
Transactions Revenues |
||||||||||||||||||||||||||||
Legal Professionals |
133 |
172 | (23%) | - | (23%) | (30%) | 7% | |||||||||||||||||||||
Corporates |
247 |
231 | 7% | - | 7% | 1% | 5% | |||||||||||||||||||||
Tax & Accounting Professionals |
250 |
187 | 34% | (3%) | 37% | 20% | 17% | |||||||||||||||||||||
“Big 3” Segments Combined |
630 |
590 | 7% | (1%) | 8% | (2%) | 10% | |||||||||||||||||||||
Reuters News |
144 |
121 | 19% | 4% | 14% | 1% | 13% | |||||||||||||||||||||
Total transactions revenues |
774 |
711 | 9% | - | 9% | (2%) | 10% |
Three months ended December 31, |
||||||||||||||||||||
Change |
||||||||||||||||||||
(millions of U.S. dollars, except margins and per share amounts) |
2023 |
2022 |
Total |
Foreign Currency |
Constant Currency |
|||||||||||||||
Adjusted EBITDA |
||||||||||||||||||||
Legal Professionals |
298 |
294 | 1% | 3% | (2%) | |||||||||||||||
Corporates |
138 |
135 | 3% | 1% | 1% | |||||||||||||||
Tax & Accounting Professionals |
188 |
189 | (1%) | (2%) | 1% | |||||||||||||||
“Big 3” Segments Combined |
624 |
618 | 1% | 1% | - | |||||||||||||||
Reuters News |
61 |
40 | 56% | 4% | 52% | |||||||||||||||
Global Print |
55 |
59 | (5%) | 3% | (8%) | |||||||||||||||
Corporate costs |
(33) |
(84) | n/a | n/a | n/a | |||||||||||||||
Adjusted EBITDA |
707 |
633 | 12% | 2% | 9% | |||||||||||||||
Adjusted EBITDA margin |
||||||||||||||||||||
Legal Professionals |
42.5% |
41.7% | 80bp | 130bp | (50)bp | |||||||||||||||
Corporates |
34.5% |
35.7% | (120)bp | 20bp | (140)bp | |||||||||||||||
Tax & Accounting Professionals |
54.6% |
58.1% | (350)bp | 80bp | (430)bp | |||||||||||||||
“Big 3” Segments Combined |
43.1% |
43.9% | (80)bp | 70bp | (150)bp | |||||||||||||||
Reuters News |
27.9% |
19.8% | 810bp | 90bp | 720bp | |||||||||||||||
Global Print |
36.4% |
36.1’% | 30bp | 130bp | (100)bp | |||||||||||||||
Adjusted EBITDA margin |
38.9% |
35.9% | 300bp | 90bp | 210bp | |||||||||||||||
Operating expenses |
1,112 |
1,135 | (2%) | (2%) | - | |||||||||||||||
Adjusted EPS |
$0.98 |
$0.75 | 31% | 3% | 28% |
Year ended December 31, |
||||||||||||||||||||
Change |
||||||||||||||||||||
(millions of U.S. dollars, except margins and per share amounts) |
2023 |
2022 |
Total |
Foreign Currency |
Constant Currency |
|||||||||||||||
Adjusted EBITDA |
||||||||||||||||||||
Legal Professionals |
1,299 |
1,227 | 6% | 1% | 5% | |||||||||||||||
Corporates |
619 |
578 | 7% | - | 7% | |||||||||||||||
Tax & Accounting Professionals |
490 |
451 | 8% | (1%) | 10% | |||||||||||||||
“Big 3” Segments Combined |
2,408 |
2,256 | 7% | - | 6% | |||||||||||||||
Reuters News |
172 |
154 | 12% | 7% | 5% | |||||||||||||||
Global Print |
213 |
212 | 1% | 1% | - | |||||||||||||||
Corporate costs |
(115) |
(293) | n/a | n/a | n/a | |||||||||||||||
Adjusted EBITDA |
2,678 |
2,329 | 15% | 1% | 14% | |||||||||||||||
Adjusted EBITDA margin |
||||||||||||||||||||
Legal Professionals |
46.2% |
43.8% | 240bp | 50bp | 190bp | |||||||||||||||
Corporates |
38.1% |
37.6% | 50bp | - | 50bp | |||||||||||||||
Tax & Accounting Professionals |
45.8% |
45.8% | - | 30bp | (30)bp | |||||||||||||||
“Big 3” Segments Combined |
43.8% |
42.4% | 140bp | 30bp | 110bp | |||||||||||||||
Reuters News |
22.4% |
21.0% | 140bp | 140bp | - | |||||||||||||||
Global Print |
38.0% |
35.7% | 230bp | 60bp | 170bp | |||||||||||||||
Adjusted EBITDA margin |
39.3% |
35.1% | 420bp | 40bp | 380bp | |||||||||||||||
Operating Expenses |
4,134 |
4,280 | (3%) | - | (3%) | |||||||||||||||
Adjusted EPS |
$3.51 |
$2.62 | 34% | 2% | 32% |
Three months ended December 31, 2023 |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
IFRS revenues |
Remove fair value adjustments to acquired deferred revenue |
Revenues excluding fair value adjustments to acquired deferred revenue |
Adjusted EBITDA |
Adjusted EBITDA margin |
|||||||||||||||
Revenues |
||||||||||||||||||||
Legal Professionals |
700 |
1 |
701 |
298 |
42.5% |
|||||||||||||||
Corporates |
402 |
- |
402 |
138 |
34.5% |
|||||||||||||||
Tax & Accounting Professionals |
344 |
- |
344 |
188 |
54.6% |
|||||||||||||||
“Big 3” Segments Combined |
1,446 |
1 |
1,447 |
624 |
43.1% |
|||||||||||||||
Reuters News |
220 |
- |
220 |
61 |
27.9% |
|||||||||||||||
Global Print |
154 |
- |
154 |
55 |
36.4% |
|||||||||||||||
Eliminations/Rounding |
(5) |
- |
(5) |
- |
n/a |
|||||||||||||||
Corporate Costs |
- |
- |
- |
(33) |
n/a |
|||||||||||||||
Consolidated totals |
1,815 |
1 |
1,816 |
707 |
38.9% |
Year ended December 31, 2023 |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
IFRS revenues |
Remove fair value adjustments to acquired deferred revenue |
Revenues excluding fair value adjustments to acquired deferred revenue |
Adjusted EBITDA |
Adjusted EBITDA margin |
|||||||||||||||
Revenues |
||||||||||||||||||||
Legal Professionals |
2,807 |
1 |
2,808 |
1,299 |
46.2% |
|||||||||||||||
Corporates |
1,620 |
3 |
1,623 |
619 |
38.1% |
|||||||||||||||
Tax & Accounting Professionals |
1,058 |
11 |
1,069 |
490 |
45.8% |
|||||||||||||||
“Big 3” Segments Combined |
5,485 |
15 |
5,500 |
2,408 |
43.8% |
|||||||||||||||
Reuters News |
769 |
1 |
770 |
172 |
22.4% |
|||||||||||||||
Global Print |
562 |
- |
562 |
213 |
38.0% |
|||||||||||||||
Eliminations/Rounding |
(22) |
- |
(22) |
- |
n/a |
|||||||||||||||
Corporate Costs |
- |
- |
- |
(115) |
n/a |
|||||||||||||||
Consolidated totals |
6,794 |
16 |
6,810 |
2,678 |
39.3% |
For the years ended and as of December 31, |
||||||||
(millions of U.S. dollars) |
2023 |
2022 |
||||||
Calculation of adjusted operating profit after taxes |
||||||||
Operating profit |
2,332 |
1,834 | ||||||
Adjustments to remove: |
||||||||
Amortization of other identifiable intangible assets |
97 |
99 | ||||||
Fair value adjustments |
18 |
(18) | ||||||
Other operating gains, net |
(397) |
(211) | ||||||
Adjusted operating profit – continuing operations |
2,050 |
1,704 | ||||||
Net cash taxes paid on continuing operations |
(163) |
(193) | ||||||
Post-tax adjusted operating profit- continuing operations |
1,887 |
1,511 | ||||||
Post–tax adjusted operating loss- discontinued operations (3) |
(5) |
(4) | ||||||
Consolidated post-tax adjusted operating profit |
1,882 |
1,507 | ||||||
Calculation of invested capital |
||||||||
Trade and other receivables |
1,122 |
1,069 | ||||||
Prepaid expenses and other current assets |
435 |
469 | ||||||
Property and equipment, net |
447 |
414 | ||||||
Computer software, net |
1,236 |
935 | ||||||
Other identifiable intangible assets (excludes accumulated amortization) |
5,942 |
5,912 | ||||||
Goodwill (1) |
5,685 |
4,894 | ||||||
Payables, accruals and provisions |
(1,114) |
(1,222) | ||||||
Current tax liabilities |
(248) |
(324) | ||||||
Deferred revenue |
(992) |
(886) | ||||||
Total invested capital (2) |
12,513 |
11,261 | ||||||
Average invested capital |
11,887 |
11,348 | ||||||
Return on invested capital |
15.8% |
13.3% |
· |
Most critical estimates and assumptions in determining the value of assets and liabilities; and |
· |
Most critical judgments in applying accounting policies. |
Cash-Generating Unit |
Perpetual growth rate (1) |
Discount rate |
Tax rate |
|||||||||
Legal Professionals |
2.5% | 11.0% | 26.6% | |||||||||
Corporates |
2.5% | 11.0% | 26.8% | |||||||||
Tax & Accounting Professionals |
3.0% | 11.5% | 27.6% | |||||||||
Reuters News |
2.5% | 13.0% | 25.0% | |||||||||
Global Print |
(5.5%) | 11.5% | 26.8% |
· |
TRGP: Pri-2012/MP-2021 |
· |
TTC plan: SAPS S3 Light Tables with allowances for plan demographic specifics and longevity improvements. |
For the years ended and as of December 31, |
||||||||||||
(millions of U.S. dollars, except per share amounts) |
2023 |
2022 |
2021 |
|||||||||
IFRS Consolidated Income Statement Data |
||||||||||||
Revenues |
6,794 |
6,627 | 6,348 | |||||||||
Operating profit |
2,332 |
1,834 | 1,242 | |||||||||
Earnings from continuing operations |
2,646 |
1,391 | 5,687 | |||||||||
Earnings (loss) from discontinued operations, net of tax |
49 |
(53) | 2 | |||||||||
Net earnings |
2,695 |
1,338 | 5,689 | |||||||||
Earnings attributable to common shareholders |
2,695 |
1,338 | 5,689 | |||||||||
Basic earnings per share from continuing operations |
$5.70 |
$2.87 | $11.52 | |||||||||
Basic earnings (loss) per share from discontinued operations |
$0.11 |
$(0.11) | $0.01 | |||||||||
Basic earnings per share |
$5.81 |
$2.76 | $11.53 | |||||||||
Diluted earnings per share from continuing operations |
$5.69 |
$2.86 | $11.50 | |||||||||
Diluted earnings (loss) per share from discontinued operations |
$0.11 |
$(0.11) | - | |||||||||
Diluted earnings per share |
$5.80 |
$2.75 | $11.50 | |||||||||
IFRS Consolidated Statement of Financial Position Data: |
||||||||||||
Total assets |
$18,684 |
21,711 | 22,149 | |||||||||
Total long-term financial liabilities (1) |
3,142 |
3,347 | 4,020 | |||||||||
Dividend Data: |
||||||||||||
Dividends per Thomson Reuters Corporation common share (US$) |
$1.96 |
$1.78 | $1.62 | |||||||||
Dividends per Thomson Reuters Corporation Series II preference share (C$) |
C$1.21 |
C$0.71 | C$0.43 |
Quarters ended |
||||||||||||||||||||||||||||||||
(millions of U.S. dollars, except per share amounts) |
December 31, 2023 |
September 30, 2023 |
June 30, 2023 |
March 31, 2023 |
December 31, 2022 |
September 30, 2022 |
June 30, 2022 |
March 31, 2022 |
||||||||||||||||||||||||
Revenues |
1,815 |
1,594 |
1,647 |
1,738 |
1,765 | 1,574 | 1,614 | 1,674 | ||||||||||||||||||||||||
Operating profit |
558 |
441 |
825 |
508 |
631 | 398 | 391 | 414 | ||||||||||||||||||||||||
Earnings (loss) from continuing operations |
650 |
370 |
889 |
737 |
179 | 265 | (71) | 1,018 | ||||||||||||||||||||||||
Earnings (loss) from discontinued operations, net of tax |
28 |
(3) |
5 |
19 |
39 |
(37) |
(44) |
(11) |
||||||||||||||||||||||||
Net earnings (loss) |
678 |
367 |
894 |
756 |
218 |
228 |
(115) |
1,007 |
||||||||||||||||||||||||
Earnings (loss) attributable to common shareholders |
678 |
367 |
894 |
756 |
218 |
228 |
(115) |
1,007 |
||||||||||||||||||||||||
Basic earnings (loss) per share |
||||||||||||||||||||||||||||||||
From continuing operations |
$1.43 |
$0.81 |
$1.89 |
$1.56 |
$0.37 | $0.55 | $(0.15) | $2.09 | ||||||||||||||||||||||||
From discontinued operations |
0.06 |
(0.01) |
0.01 |
0.04 |
0.08 |
(0.08) |
(0.09) |
(0.02) |
||||||||||||||||||||||||
$1.49 |
$0.80 |
$1.90 |
$1.60 |
$0.45 |
$0.47 |
$(0.24) |
$2.07 |
|||||||||||||||||||||||||
Diluted earnings (loss) per share |
||||||||||||||||||||||||||||||||
From continuing operations |
$1.43 |
$0.81 |
$1.89 |
$1.55 |
$0.37 | $0.55 | $(0.15) | $2.09 | ||||||||||||||||||||||||
From discontinued operations |
0.06 |
(0.01) |
0.01 |
0.04 |
0.08 |
(0.08) |
(0.09) |
(0.03) |
||||||||||||||||||||||||
$1.49 |
$0.80 |
$1.90 |
$1.59 |
$0.45 |
$0.47 |
$(0.24) |
$2.06 |
· |
Parent – Thomson Reuters Corporation, the direct or indirect owner of all of its subsidiaries |
· |
Subsidiary Issuer – TR Finance LLC |
· |
Guarantor Subsidiaries 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 |
· |
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. |
Year ended December 31, 2023 | ||||||||||||||||||||||
(millions of U.S. dollars) |
Parent |
Subsidiary Issuer |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated | ||||||||||||||||
CONTINUING OPERATIONS |
||||||||||||||||||||||
Revenues |
- |
- |
2,165 |
5,411 |
(782) |
6,794 | ||||||||||||||||
Operating expenses |
(13) |
- |
(1,607) |
(3,296) |
782 |
(4,134) | ||||||||||||||||
Depreciation |
- |
- |
(39) |
(77) |
- |
(116) | ||||||||||||||||
Amortization of computer software |
- |
- |
(17) |
(495) |
- |
(512) | ||||||||||||||||
Amortization of other identifiable intangible assets |
- |
- |
(45) |
(52) |
- |
(97) | ||||||||||||||||
Other operating gains, net |
42 |
- |
20 |
335 |
- |
397 | ||||||||||||||||
Operating profit |
29 |
- |
477 |
1,826 |
- |
2,332 | ||||||||||||||||
Finance (costs) income, net: |
||||||||||||||||||||||
Net interest (expense) income |
(190) |
- |
14 |
24 |
- |
(152) | ||||||||||||||||
Other finance (costs) income |
(18) |
- |
2 |
(176) |
- |
(192) | ||||||||||||||||
Intercompany net interest income (expense) |
203 |
- |
(54) |
(149) |
- |
- | ||||||||||||||||
Income before tax and equity method investments |
24 |
- |
439 |
1,525 |
- |
1,988 | ||||||||||||||||
Share of post-tax earnings in equity method investments |
- |
- |
- |
1,075 |
- |
1,075 | ||||||||||||||||
Share of post-tax earnings in subsidiaries |
2,673 |
- |
57 |
337 |
(3,067) |
- | ||||||||||||||||
Tax expense |
- |
- |
(102) |
(315) |
- |
(417) | ||||||||||||||||
Earnings from continuing operations |
2,697 |
- |
394 |
2,622 |
(3,067) |
2,646 | ||||||||||||||||
(Loss) earnings from discontinued operations, net of tax |
(2) |
- |
- |
51 |
- |
49 | ||||||||||||||||
Net earnings |
2,695 |
- |
394 |
2,673 |
(3,067) |
2,695 | ||||||||||||||||
Earnings attributable to common shareholders |
2,695 |
- |
394 |
2,673 |
(3,067) |
2,695 |
Year ended December 31, 2022 | ||||||||||||||||||||||
(millions of U.S. dollars) |
Parent |
Subsidiary Issuer |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated | ||||||||||||||||
CONTINUING OPERATIONS |
||||||||||||||||||||||
Revenues |
- |
- |
2,261 |
5,129 |
(763) |
6,627 | ||||||||||||||||
Operating expenses |
(7) |
- |
(1,724) |
(3,312) |
763 |
(4,280) | ||||||||||||||||
Depreciation |
- |
- |
(48) |
(92) |
- |
(140) | ||||||||||||||||
Amortization of computer software |
- |
- |
(10) |
(475) |
- |
(485) | ||||||||||||||||
Amortization of other identifiable intangible assets |
- |
- |
(49) |
(50) |
- |
(99) | ||||||||||||||||
Other operating gains (losses), net |
- |
- |
36 |
(262) |
437 |
211 | ||||||||||||||||
Operating (loss) profit |
(7) |
- |
466 |
938 |
437 |
1,834 | ||||||||||||||||
Finance (costs) income, net: |
||||||||||||||||||||||
Net interest expense |
(162) |
- |
(1) |
(33) |
- |
(196) | ||||||||||||||||
Other finance (costs) income |
(122) |
- |
- |
566 |
- |
444 | ||||||||||||||||
Intercompany net interest income (expense) |
155 |
- |
(49) |
(106) |
- |
- | ||||||||||||||||
(Loss) income before tax and equity method investments |
(136) |
- |
416 |
1,365 |
437 |
2,082 | ||||||||||||||||
Share of post-tax losses in equity method investments |
- |
- |
- |
(432) |
- |
(432) | ||||||||||||||||
Share of post-tax earnings in subsidiaries |
1,474 |
- |
6 |
304 |
(1,784) |
- | ||||||||||||||||
Tax expense |
- |
- |
(112) |
(147) |
- |
(259) | ||||||||||||||||
Earnings from continuing operations |
1,338 |
- |
310 |
1,090 |
(1,347) |
1,391 | ||||||||||||||||
Loss from discontinued operations, net of tax |
- |
- |
- |
(53) |
- |
(53) | ||||||||||||||||
Net earnings |
1,338 |
- |
310 |
1,037 |
(1,347) |
1,338 | ||||||||||||||||
Earnings attributable to common shareholders |
1,338 |
- |
310 |
1,037 |
(1,347) |
1,338 |
December 31, 2023 |
||||||||||||||||||||||||
(millions of U.S. dollars) |
Parent |
Subsidiary Issuer |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||||
Cash and cash equivalents |
24 |
- |
182 |
1,092 |
- |
1,298 |
||||||||||||||||||
Trade and other receivables |
- |
- |
276 |
846 |
- |
1,122 |
||||||||||||||||||
Intercompany receivables |
2,666 |
- |
465 |
3,402 |
(6,533) |
- |
||||||||||||||||||
Other financial assets |
- |
- |
6 |
60 |
- |
66 |
||||||||||||||||||
Prepaid expenses and other current assets |
- |
- |
212 |
223 |
- |
435 |
||||||||||||||||||
Current assets |
2,690 |
- |
1,141 |
5,623 |
(6,533) |
2,921 |
||||||||||||||||||
Property and equipment, net |
- |
- |
200 |
247 |
- |
447 |
||||||||||||||||||
Computer software, net |
- |
- |
49 |
1,187 |
- |
1,236 |
||||||||||||||||||
Other identifiable intangible assets, net |
- |
- |
1,021 |
2,144 |
- |
3,165 |
||||||||||||||||||
Goodwill |
- |
- |
3,803 |
2,916 |
- |
6,719 |
||||||||||||||||||
Equity method investments |
- |
- |
- |
2,030 |
- |
2,030 |
||||||||||||||||||
Other financial assets |
116 |
- |
6 |
322 |
- |
444 |
||||||||||||||||||
Other non-current assets |
- |
- |
116 |
502 |
- |
618 |
||||||||||||||||||
Intercompany receivables |
188 |
- |
2 |
778 |
(968) |
- |
||||||||||||||||||
Investments in subsidiaries |
14,572 |
- |
489 |
3,943 |
(19,004) |
- |
||||||||||||||||||
Deferred tax |
- |
- |
- |
1,104 |
- |
1,104 |
||||||||||||||||||
Total assets |
17,566 |
- |
6,827 |
20,796 |
(26,505) |
18,684 |
||||||||||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Current indebtedness |
372 |
- |
- |
- |
- |
372 |
||||||||||||||||||
Payables, accruals and provisions |
55 |
- |
317 |
742 |
- |
1,114 |
||||||||||||||||||
Current tax liabilities |
- |
- |
- |
248 |
- |
248 |
||||||||||||||||||
Deferred revenue |
- |
- |
337 |
655 |
- |
992 |
||||||||||||||||||
Intercompany payables |
2,768 |
- |
634 |
3,131 |
(6,533) |
- |
||||||||||||||||||
Other financial liabilities |
400 |
- |
15 |
92 |
- |
507 |
||||||||||||||||||
Current liabilities |
3,595 |
- |
1,303 |
4,868 |
(6,533) |
3,233 |
||||||||||||||||||
Long-term indebtedness |
2,905 |
- |
- |
- |
- |
2,905 |
||||||||||||||||||
Provisions and other non-current liabilities |
2 |
- |
6 |
684 |
- |
692 |
||||||||||||||||||
Other financial liabilities |
- |
- |
76 |
161 |
- |
237 |
||||||||||||||||||
Intercompany payables |
- |
- |
778 |
190 |
(968) |
- |
||||||||||||||||||
Deferred tax |
- |
- |
232 |
321 |
- |
553 |
||||||||||||||||||
Total liabilities |
6,502 |
- |
2,395 |
6,224 |
(7,501) |
7,620 |
||||||||||||||||||
Equity |
||||||||||||||||||||||||
Total equity |
11,064 |
- |
4,432 |
14,572 |
(19,004) |
11,064 |
||||||||||||||||||
Total liabilities and equity |
17,566 |
- |
6,827 |
20,796 |
(26,505) |
18,684 |
December 31, 2022 |
||||||||||||||||||||||||
(millions of U.S. dollars) |
Parent |
Subsidiary Issuer |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||||
Cash and cash equivalents |
5 |
- |
125 |
939 |
- |
1,069 |
||||||||||||||||||
Trade and other receivables |
- |
- |
458 |
611 |
- |
1,069 |
||||||||||||||||||
Intercompany receivables |
3,566 |
- |
354 |
2,791 |
(6,711) |
- |
||||||||||||||||||
Other financial assets |
- |
- |
5 |
199 |
- |
204 |
||||||||||||||||||
Prepaid expenses and other current assets |
- |
- |
245 |
224 |
- |
469 |
||||||||||||||||||
Current assets |
3,571 |
- |
1,187 |
4,764 |
(6,711) |
2,811 |
||||||||||||||||||
Property and equipment, net |
- |
- |
159 |
255 |
- |
414 |
||||||||||||||||||
Computer software, net |
- |
- |
4 |
931 |
- |
935 |
||||||||||||||||||
Other identifiable intangible assets, net |
- |
- |
1,066 |
2,153 |
- |
3,219 |
||||||||||||||||||
Goodwill |
- |
- |
3,788 |
2,081 |
- |
5,869 |
||||||||||||||||||
Equity method investments |
- |
- |
- |
6,199 |
- |
6,199 |
||||||||||||||||||
Other financial assets |
60 |
- |
11 |
456 |
- |
527 |
||||||||||||||||||
Other non-current assets |
- |
- |
126 |
493 |
- |
619 |
||||||||||||||||||
Intercompany receivables |
190 |
- |
- |
778 |
(968) |
- |
||||||||||||||||||
Investments in subsidiaries |
15,979 |
- |
64 |
4,145 |
(20,188) |
- |
||||||||||||||||||
Deferred tax |
- |
- |
- |
1,118 |
- |
1,118 |
||||||||||||||||||
Total assets |
19,800 |
- |
6,405 |
23,373 |
(27,867) |
21,711 |
||||||||||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Current indebtedness |
1,647 |
- |
- |
- |
- |
1,647 |
||||||||||||||||||
Payables, accruals and provisions |
48 |
- |
395 |
779 |
- |
1,222 |
||||||||||||||||||
Current tax liabilities |
- |
- |
2 |
322 |
- |
324 |
||||||||||||||||||
Deferred revenue |
- |
- |
341 |
545 |
- |
886 |
||||||||||||||||||
Intercompany payables |
2,385 |
- |
406 |
3,920 |
(6,711) |
- |
||||||||||||||||||
Other financial liabilities |
718 |
- |
18 |
76 |
- |
812 |
||||||||||||||||||
Current liabilities |
4,798 |
- |
1,162 |
5,642 |
(6,711) |
4,891 |
||||||||||||||||||
Long-term indebtedness |
3,114 |
- |
- |
- |
- |
3,114 |
||||||||||||||||||
Provisions and other non-current liabilities |
2 |
- |
4 |
685 |
- |
691 |
||||||||||||||||||
Other financial liabilities |
- |
- |
33 |
200 |
- |
233 |
||||||||||||||||||
Intercompany payables |
1 |
- |
778 |
189 |
(968) |
- |
||||||||||||||||||
Deferred tax |
- |
- |
219 |
678 |
- |
897 |
||||||||||||||||||
Total liabilities |
7,915 |
- |
2,196 |
7,394 |
(7,679) |
9,826 |
||||||||||||||||||
Equity |
||||||||||||||||||||||||
Total equity |
11,885 |
- |
4,209 |
15,979 |
(20,188) |
11,885 |
||||||||||||||||||
Total liabilities and equity |
19,800 |
- |
6,405 |
23,373 |
(27,867) |
21,711 |
(millions of U.S. dollars) |
Parent |
Subsidiary Issuer |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||||
Year ended December 31, 2023 |
||||||||||||||||||||||||
Net cash (used in) provided by operating activities |
(251) |
- |
504 |
2,088 |
- |
2,341 |
||||||||||||||||||
Net cash provided by (used in) investing activities |
4,159 |
- |
(249) |
3,848 |
(4,245) |
3,513 |
||||||||||||||||||
Net cash used in financing activities |
(3,889) |
- |
(198) |
(5,784) |
4,245 |
(5,626) |
||||||||||||||||||
Translation adjustments |
- |
- |
- |
1 |
- |
1 |
||||||||||||||||||
Increase in cash and cash equivalents |
19 |
- |
57 |
153 |
- |
229 |
||||||||||||||||||
Year ended December 31, 2022 |
||||||||||||||||||||||||
Net cash provided by operating activities |
26 | - | 751 | 1,138 | - | 1,915 | ||||||||||||||||||
Net cash provided by (used in) investing activities |
765 | - | 66 | 193 | (1,486) | (462) | ||||||||||||||||||
Net cash used in financing activities |
(801) | - | (929) | (912) | 1,486 | (1,156) | ||||||||||||||||||
Translation adjustments |
- | - | - | (6) | - | (6) | ||||||||||||||||||
(Decrease) increase in cash and cash equivalents |
(10) | - | (112) | 413 | - | 291 |
![]() Steve Hasker President and Chief Executive Officer March 7, 2024 |
![]() Michael Eastwood Chief Financial Officer |
![]() Steve Hasker President and Chief Executive Officer |
![]() Michael Eastwood Chief Financial Officer | |
March 7, 2024 |
Year ended December 31, |
||||||||||
(millions of U.S. dollars, except per share amounts) |
Notes |
2023 |
2022 |
|||||||
CONTINUING OPERATIONS |
|
|
|
|
|
|
| |||
Revenues |
3 |
|
|
|
|
|
| |||
Operating expenses |
5 |
|
( |
|
|
( |
| |||
Depreciation |
|
|
( |
|
|
( |
| |||
Amortization of computer software |
|
|
( |
|
|
( |
| |||
Amortization of other identifiable intangible assets |
|
|
( |
|
|
( |
| |||
Other operating gains, net |
6 |
|
|
|
|
|
| |||
Operating profit |
|
|
|
|
|
|
| |||
Finance costs, net: |
|
|
|
|
|
|
| |||
Net interest expense |
8 |
|
( |
|
|
( |
| |||
Other finance (costs) income |
8 |
|
( |
|
|
|
| |||
Income before tax and equity method investments |
|
|
|
|
|
|
| |||
Share of post-tax earnings (losses) in equity method investments |
9 |
|
|
|
|
( |
| |||
Tax expense |
10 |
|
( |
|
|
( |
| |||
Earnings from continuing operations |
|
|
|
|
|
|
| |||
Earnings (loss) from discontinued operations, net of tax |
11 |
|
|
|
|
( |
| |||
Net earnings |
|
|
|
|
|
| ||||
Earnings attributable to common shareholders |
|
|
|
|
|
| ||||
Earnings (loss) per share: |
12 |
|
|
|
|
|
| |||
Basic earnings per share |
|
|
|
|
|
|
| |||
From continuing operations |
|
|
$ |
|
|
$ |
| |||
From discontinued operations |
|
|
|
|
( |
| ||||
Basic earnings per share |
|
$ |
|
|
$ |
| ||||
Diluted earnings per share |
|
|
|
|
|
|
| |||
From continuing operations |
|
|
$ |
|
|
$ |
| |||
From discontinued operations |
|
|
|
|
( |
| ||||
Diluted earnings per share |
|
$ |
|
|
$ |
|
Year ended December 31, |
||||||||||||
(millions of U.S. dollars) |
Notes |
2023 |
2022 |
|||||||||
Net earnings |
||||||||||||
Other comprehensive income (loss) |
||||||||||||
Items that have been or may be subsequently reclassified to net earnings: |
||||||||||||
Cash flow hedges adjustments to net earnings |
20 | ( |
||||||||||
Cash flow hedges adjustments to equity |
20 | ( |
||||||||||
Foreign currency translation adjustments to equity |
20 | ( |
||||||||||
Reclassification of foreign currency translation adjustments on disposal of business |
( |
|||||||||||
( |
||||||||||||
Items that will not be reclassified to net earnings: |
||||||||||||
Fair value adjustments on financial assets |
20 | ( |
||||||||||
Remeasurement on defined benefit pension plans |
27 | ( |
||||||||||
Related tax benefit on remeasurement on defined benefit pension plans |
10 | |||||||||||
( |
||||||||||||
Other comprehensive income (loss) |
( |
|||||||||||
Total comprehensive income |
||||||||||||
Comprehensive income (loss) for the period attributable to: |
||||||||||||
Common shareholders: |
||||||||||||
Continuing operations |
||||||||||||
Discontinued operations |
( |
|||||||||||
Total comprehensive income |
December 31, |
||||||||||||
(millions of U.S. dollars) |
Notes |
2023 |
2022 |
|||||||||
ASSETS |
|
|
|
|
|
|
|
|
| |||
Cash and cash equivalents |
13 | |||||||||||
Trade and other receivables |
14 | |||||||||||
Other financial assets |
20 | |||||||||||
Prepaid expenses and other current assets |
15 | |||||||||||
Current assets |
|
|
|
|||||||||
Property and equipment, net |
16 | |||||||||||
Computer software, net |
17 | |||||||||||
Other identifiable intangible assets, net |
18 | |||||||||||
Goodwill |
19 | |||||||||||
Equity method investments |
9 | |||||||||||
Other financial assets |
20 | |||||||||||
Other non-current assets |
21 | |||||||||||
Deferred tax |
24 | |||||||||||
Total assets |
||||||||||||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
|
| |||
Current indebtedness |
20 | |||||||||||
Payables, accruals and provisions |
22 | |||||||||||
Current tax liabilities |
|
|
|
|||||||||
Deferred revenue |
3 | |||||||||||
Other financial liabilities |
20 | |||||||||||
Current liabilities |
|
|
|
|||||||||
Long-term indebtedness |
20 | |||||||||||
Provisions and other non-current liabilities |
23 | |||||||||||
Other financial liabilities |
20 | |||||||||||
Deferred tax |
24 | |||||||||||
Total liabilities |
|
|
|
|||||||||
Equity |
|
|
|
|
|
|
|
|
| |||
Capital |
25 | |||||||||||
Retained earnings |
|
|
|
|||||||||
Accumulated other comprehensive loss |
( |
( |
||||||||||
Total equity |
||||||||||||
Total liabilities and equity |
||||||||||||
Contingencies (note 31) |
|
|
|
|
|
|
|
|
|
![]() |
![]() | |
David Thomson Director |
Steve Hasker Director |
Year ended December 31, |
||||||||||||
(millions of U.S. dollars) |
Notes |
2023 |
2022 |
|||||||||
Cash provided by (used in): |
|
|
|
|
|
|
|
|
| |||
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
| |||
Earnings from continuing operations |
|
|
|
|||||||||
Adjustments for: |
|
|
|
|
|
|
|
|
| |||
Depreciation |
|
|
|
|||||||||
Amortization of computer software |
|
|
|
|||||||||
Amortization of other identifiable intangible assets |
|
|
|
|||||||||
Share of post-tax (earnings) losses in equity method investments |
9 | ( |
||||||||||
Net gains on disposals of businesses and investments |
|
|
|
( |
( |
|||||||
Deferred tax |
24 | ( |
( |
|||||||||
Other |
29 | ( |
||||||||||
Changes in working capital and other items |
29 | |||||||||||
Operating cash flows from continuing operations |
|
|
|
|||||||||
Operating cash flows from discontinued operations |
( |
|||||||||||
Net cash provided by operating activities |
||||||||||||
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
| |||
Acquisitions, net of cash acquired |
30 | ( |
( |
|||||||||
Proceeds from disposals of businesses and investments |
|
|
|
|||||||||
Proceeds from sales of LSEG shares |
9 | |||||||||||
Capital expenditures |
|
|
|
( |
( |
|||||||
Other investing activities |
9 | |||||||||||
Taxes paid on sales of LSEG shares and disposals of businesses |
( |
( |
||||||||||
Investing cash flows from continuing operations |
( |
|||||||||||
Investing cash flows from discontinued operations |
( |
( |
||||||||||
Net cash provided by (used in) investing activities |
( |
|||||||||||
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
| |||
Repayments of debt |
20 | ( |
||||||||||
Net (repayments) borrowings under short-term loan facilities |
20 | ( |
||||||||||
Payments of lease principal |
28 | ( |
( |
|||||||||
Payments for return of capital on common shares |
25 | ( |
||||||||||
Repurchases of common shares |
25 | ( |
( |
|||||||||
Dividends paid on preference shares |
|
|
|
( |
( |
|||||||
Dividends paid on common shares |
25 | ( |
( |
|||||||||
Other financing activities |
( |
|||||||||||
Net cash used in financing activities |
( |
( |
||||||||||
Translation adjustments |
( |
|||||||||||
Increase in cash and cash equivalents |
|
|
|
|||||||||
Cash and cash equivalents at beginning of period |
||||||||||||
Cash and cash equivalents at end of period |
13 | |||||||||||
Supplemental cash flow information is provided in note 29. |
|
|
|
|
|
|
|
|
| |||
Interest paid, net of debt-related hedges |
|
|
|
( |
( |
|||||||
Interest received |
|
|
|
|||||||||
Income taxes paid |
29 | ( |
( |
(millions of U.S. dollars) |
Stated share capital |
Contributed surplus |
Total capital |
|
Retained earnings |
Unrecognized gain on financial instruments |
Foreign currency translation adjustments |
Total accumulated other comprehensive loss (“AOCL”) |
Total equity |
|||||||||||||||||||||||||
Balance, December 31, 2022 |
|
( |
( |
|||||||||||||||||||||||||||||||
Net earnings |
- |
- |
- |
|
- |
- |
- |
|||||||||||||||||||||||||||
Other comprehensive income |
- |
- |
- |
|
- |
|||||||||||||||||||||||||||||
Total comprehensive income |
- |
- |
- |
|
||||||||||||||||||||||||||||||
Return of capital on common shares (see note 25) |
( |
( |
|
- |
- |
- |
- |
( |
||||||||||||||||||||||||||
Dividends declared on preference shares |
- |
- |
- |
|
( |
- |
- |
- |
( |
|||||||||||||||||||||||||
Dividends declared on common shares |
- |
- |
- |
|
( |
- |
- |
- |
( |
|||||||||||||||||||||||||
Shares issued under Dividend Reinvestment Plan (“DRIP”) |
- |
|
- |
- |
- |
- |
||||||||||||||||||||||||||||
Repurchases of common shares (see note 25) |
( |
- |
( |
|
( |
- |
- |
- |
( |
|||||||||||||||||||||||||
Pre-defined share repurchase plan (see note 25) |
( |
- |
( |
|
( |
- |
- |
- |
( |
|||||||||||||||||||||||||
Stock compensation plans |
( |
|
( |
- |
- |
- |
||||||||||||||||||||||||||||
Balance, December 31, 2023 |
|
( |
( |
(millions of U.S. dollars) |
Stated share capital |
Contributed surplus |
Total capital |
|
Retained earnings |
Unrecognized (loss) gain on financial instruments |
Foreign currency translation adjustments |
AOCL |
Total equity |
|||||||||||||||||||||||||
Balance, December 31, 2021 |
|
( |
( |
|||||||||||||||||||||||||||||||
Net earnings |
- |
- |
- |
|
- |
- |
- |
|||||||||||||||||||||||||||
Other comprehensive loss |
- |
- |
- |
|
( |
( |
( |
( |
( |
|||||||||||||||||||||||||
Total comprehensive income (loss) |
- |
- |
- |
|
( |
( |
( |
|||||||||||||||||||||||||||
Dividends declared on preference shares |
- |
- |
- |
|
( |
- |
- |
- |
( |
|||||||||||||||||||||||||
Dividends declared on common shares |
- |
- |
- |
|
( |
- |
- |
- |
( |
|||||||||||||||||||||||||
Shares issued under DRIP |
- |
|
- |
- |
- |
- |
||||||||||||||||||||||||||||
Repurchases of common shares (see note 25) |
( |
- |
( |
|
( |
- |
- |
- |
( |
|||||||||||||||||||||||||
Pre-defined share repurchase plan (see note 25) |
( |
- |
( |
|
( |
- |
- |
- |
( |
|||||||||||||||||||||||||
Stock compensation plans |
( |
|
( |
- |
- |
- |
||||||||||||||||||||||||||||
Balance, December 31, 2022 |
|
( |
( |
· |
Acquisition cost is measured as the fair value of the assets given and liabilities incurred or assumed at the date of exchange, excluding transaction costs which are expensed as incurred; |
· |
Identifiable assets acquired and liabilities assumed are measured at their fair values at the acquisition date; |
· |
The excess of acquisition cost over the fair value of the identifiable net assets acquired is recorded as goodwill; and |
· |
Contingent cash consideration, a financial liability, is measured at fair value on the acquisition date, with subsequent changes in fair value recorded through the consolidated income statement. |
· |
Investments are initially recognized at cost and are reported in the consolidated statement of financial position; |
· |
The Company’s share of post-acquisition profits or losses is recognized in the consolidated income statement and the Company’s share of other comprehensive income or losses is recognized in the consolidated statement of comprehensive income, and both are adjusted against the carrying amount of the investments; |
· |
When the Company’s share of losses equals or exceeds its interest in the investee, the Company does not recognize further losses, unless it has incurred obligations or made payments on behalf of the investee; |
· |
Gains and losses on transactions between the Company and its equity method investees are eliminated to the extent of the Company’s interest in these entities; |
· |
Dividends received or receivable from equity method investees are recognized as a reduction in the carrying amount of the investment. Dividends received are included within the investing activities section of the consolidated statement of cash flow; and |
· |
Equity method investees are assessed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable and at the end of each reporting period for indicators of impairment. |
· |
Assets and liabilities of entities with functional currencies other than U.S. dollars are translated to U.S. dollars at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting translation adjustments are included in accumulated other comprehensive loss in shareholders’ equity. For entities operating in countries where the currency has been designated as hyperinflationary, the assets, liabilities and results of their operations are translated at the period end rates of exchange, after re-indexing the local currency balances for the most recent inflation rates. |
· |
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions as well as from the translation of monetary assets and liabilities not denominated in the functional currency of the subsidiary, are recognized in the consolidated income statement, except for qualifying cash flow hedges which are deferred in accumulated other comprehensive loss in shareholders’ equity. |
· |
Foreign exchange gains and losses arising from borrowings and related hedging instruments, cash and cash equivalents, intercompany loans that are not permanent in nature and foreign exchange contracts are presented in the consolidated income statement within “Finance costs, net”. |
· |
Foreign exchange gains and losses related to certain intercompany loans that are permanent in nature are included in accumulated other comprehensive loss. |
· |
All other foreign exchange gains and losses are presented in the consolidated income statement within “Operating expenses”. |
· |
Volume-based revenues are recognized based on usage, such as certain fees related to online searches and tax filings, and transactions in the Company’s Confirmation, Reuters Events and SurePrep businesses; |
· |
Fees for software licenses with no future obligations are recognized at the point of delivery; and |
· |
Professional fees for service and consulting arrangements are recognized as services are performed, generally based on hours incurred, reflecting the continuous transfer of control to the customer. |
· |
Assets related to new customer contracts are amortized over |
· |
Assets related to renewal of customer contracts are amortized over the term of the contract if they are commensurate with previous renewals commissions. |
Buildings and building improvements |
||||
Computer equipment |
||||
Furniture, fixtures and other equipment |
7 |
· |
It is technically feasible to complete the software product so that it will be available for use; |
· |
Management intends to complete the software product and use or sell it; |
· |
There is an ability to use or sell the software product; |
· |
It can be demonstrated how the software product will generate probable future economic benefits; |
· |
Adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and |
· |
The expenditure attributable to the software product during its development can be reliably measured. |
· |
It has the contractual right to take possession of the software from the cloud provider without significant penalty; and |
· |
It can demonstrate that it is feasible for the Company to run the software on its own hardware or that of another provider. |
Trade names |
||||
Customer relationships |
||||
Databases and content |
||||
Other |
· |
Goodwill is allocated to cash-generating units (“CGUs”) based on the level at which management monitors it. The Company’s CGUs are the same as its operating segments. Goodwill is allocated to its CGUs based on the expected benefits of each business combination in which the goodwill arose; and |
· |
Identifiable intangible assets with indefinite lives are comprised of the Reuters and West tradenames, reflecting their widespread brand recognition, long history, and expected future use. For purposes of impairment testing, the West tradename is allocated to the Legal Professionals, Corporates and Global Print CGUs as it primarily benefits those CGUs. As the Reuters tradename is considered a corporate asset because it is used in the Company’s name, its carrying value is compared to the excess fair value of all the Company’s CGUs for purposes of impairment testing. |
· |
Represent a separate major line of business or geographical area of operations; |
· |
Are part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or |
· |
Are a subsidiary acquired exclusively with a view to resale. |
· |
The initial amount of the lease liability; |
· |
Lease payments made at or before the commencement date; and |
· |
Initial direct costs and expected restoration costs. |
· |
Fixed payments (including in-substance fixed payments), less any lease incentives receivable; |
· |
Variable lease payments that are based on an index or a rate (including inflation-linked payments); |
· |
Amounts expected to be payable under residual value guarantees; |
· |
Exercise price of a purchase option if the Company is reasonably certain to exercise that option; and |
· |
Penalty payments for terminating the lease, if the lease term reflects the Company exercising that option. |
· |
Classification |
· |
Recognition and measurement |
· |
Classification |
· |
Recognition and measurement |
· |
Classification |
· |
Recognition and measurement |
· |
Fair value hedges |
· |
Cash flow hedges |
— |
amounts accumulated in other comprehensive income or loss are recycled to the consolidated income statement in the period when the hedged item will affect earnings; |
— |
when a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss in other comprehensive income or loss remains in other comprehensive income or loss and is recognized when the forecast transaction is ultimately recognized in the consolidated income statement; and |
— |
when a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in other comprehensive income or loss is immediately recognized in the consolidated income statement. |
· |
Are generally recognized for all taxable temporary differences; |
· |
Are recognized for taxable temporary differences arising on investments in subsidiaries and associates, except where the reversal of the temporary difference can be controlled, and it is probable that the difference will not reverse in the foreseeable future or create a tax liability; and |
· |
Are not recognized on temporary differences that arise from goodwill that is not deductible for tax purposes. |
· |
Are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized; and |
· |
Are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. |
· |
Most critical estimates and assumptions in determining the value of assets and liabilities; and |
· |
Most critical judgments in applying accounting policies. |
Revenues by type |
Legal Professionals |
Corporates |
Tax & Accounting Professionals |
Reuters News |
Global Print |
Eliminations/ Rounding |
Total |
|||||||||||||||||||||||||||||||||||||||||||||||||
Year ended December 31, |
2023 |
2022 | 2023 |
2022 | 2023 |
2022 | 2023 |
2022 | 2023 |
2022 | 2023 |
2022 | 2023 |
2022 | ||||||||||||||||||||||||||||||||||||||||||
Recurring |
- |
- | ( |
( |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions |
- |
- | - |
- | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Global Print |
- |
- | - |
- | - |
- | - |
- | - |
- | ||||||||||||||||||||||||||||||||||||||||||||||
Total |
( |
( |
Revenues by geography (1) |
Legal Professionals |
Corporates |
Tax & Accounting Professionals |
Reuters News |
Global Print |
Eliminations/ Rounding |
Total |
|||||||||||||||||||||||||||||||||||||||||||||||||
Year ended December 31, |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
||||||||||||||||||||||||||||||||||||||||||
U.S. |
( |
( |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Canada (country of domicile) |
- |
- | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other |
- |
- | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Americas (North America, Latin America, South America) |
( |
( |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
U.K. |
- |
- | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other |
- |
- | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
EMEA (Europe, Middle East and Africa) |
- |
- | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asia Pacific |
- |
- | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total |
( |
( |
December 31, |
||||||||||||
2023 |
2022 |
2021 |
||||||||||
Deferred revenue |
December 31, |
||||||||
2023 |
2022 |
|||||||
1 year |
||||||||
Between 1 and 2 years |
||||||||
Between 2 and 3 years |
||||||||
Later than 3 years |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Revenues |
||||||||
Legal Professionals |
||||||||
Corporates |
||||||||
Tax & Accounting Professionals |
||||||||
Reuters News |
||||||||
Global Print |
||||||||
Eliminations/Rounding |
( |
( |
||||||
Revenues |
||||||||
Adjusted EBITDA |
||||||||
Legal Professionals |
||||||||
Corporates |
||||||||
Tax & Accounting Professionals |
||||||||
Reuters News |
||||||||
Global Print |
||||||||
Total reportable segments adjusted EBITDA |
||||||||
Corporate costs |
( |
( |
||||||
Fair value adjustments (1) |
( |
|||||||
Depreciation |
( |
( |
||||||
Amortization of computer software |
( |
( |
||||||
Amortization of other identifiable intangible assets |
( |
( |
||||||
Other operating gains, net |
||||||||
Operating profit |
||||||||
Net interest expense |
( |
( |
||||||
Other finance (costs) income |
( |
|||||||
Share of post-tax earnings (losses) in equity method investments |
( |
|||||||
Tax expense |
( |
( |
||||||
Earnings from continuing operations |
· |
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 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, customer service, commercial policy, facilities management, and product and content development. Additionally, product costs are allocated when one segment sells products managed by another segment. |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Electronic, software & services |
||||||||
Global Print |
||||||||
Total |
Geographic Information |
Non-Current Assets (1) |
|||||||
December 31, |
||||||||
2023 |
2022 |
|||||||
U.S. |
||||||||
Canada (country of domicile) |
||||||||
Other |
||||||||
Americas (North America, Latin America, South America) |
||||||||
Switzerland |
||||||||
U.K. |
||||||||
Other |
||||||||
EMEA (Europe, Middle East and Africa) |
||||||||
Asia Pacific |
||||||||
Total |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Salaries, commissions and allowances |
||||||||
Share-based payments |
||||||||
Post-employment benefits |
||||||||
Total staff costs |
||||||||
Goods and services (1) |
||||||||
Content |
||||||||
Telecommunications |
||||||||
Facilities |
||||||||
Fair value adjustments (2) |
( |
|||||||
Total operating expenses |
Year ended December 31, |
||||||||
2023 |
||||||||
Consideration received - cash and cash equivalents |
||||||||
Trade and other receivables |
( |
|||||||
Prepaid expenses and other current assets |
( |
|||||||
Computer software |
( |
|||||||
Goodwill |
( |
|||||||
Other non-current assets |
( |
|||||||
Total assets |
( |
|||||||
Payables, accruals and provisions |
||||||||
Deferred revenue |
||||||||
Total liabilities |
||||||||
Net assets disposed |
( |
|||||||
Opening balance |
||||||||
Other |
( |
|||||||
Gain on sale before income tax |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Interest expense: |
||||||||
Debt |
||||||||
Derivative financial instruments - hedging activities |
( |
( |
||||||
Other, net (1) |
||||||||
Fair value (gains) losses on cash flow hedges, transfer from equity (see note 20) |
( |
|||||||
Net foreign exchange losses (gains) on debt |
( |
|||||||
Net interest expense - debt and other |
||||||||
Net interest expense - leases |
||||||||
Net interest expense - pension and other post-employment benefit plans |
||||||||
Interest income |
( |
( |
||||||
Net interest expense |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Net losses (gains) due to changes in foreign currency exchange rates |
( |
|||||||
Net losses (gains) on derivative instruments |
( |
|||||||
Other |
( |
( |
||||||
Other finance costs (income) |
( |
December 31, |
||||||||
2023 |
2022 |
|||||||
YPL |
||||||||
Other equity method investments |
||||||||
Total equity method investments |
· |
The Company received $ |
· |
The Company received $ |
· |
The Company sold approximately million shares under the call options described above and received proceeds of $ million in 2023 ($ |
· |
LSEG repurchased |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
YPL |
( |
|||||||
Other equity method investments |
( |
|
( |
| ||||
Total share of post-tax earnings (losses) in equity method investments |
( |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Increase in LSEG share price |
||||||||
Foreign exchange gains (losses) on LSEG shares |
( |
|||||||
Dividend income |
||||||||
(Loss) gain from forward contract |
( |
|||||||
Loss from call options |
( |
|||||||
Historical excluded equity adjustment (1) |
||||||||
YPL - Share of post-tax earnings (losses) in equity method investments |
( |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Mark-to-market |
( |
|||||||
Dividend income |
||||||||
(Loss) gain from forward contract |
( |
|||||||
Loss from call options |
( |
|||||||
Net earnings (loss) |
( |
|||||||
Total comprehensive income (loss) |
( |
December 31, |
||||||||
2023 |
2022 |
|||||||
Assets |
|
|
|
|
|
| ||
Current assets |
||||||||
Non-current assets |
||||||||
Total assets |
||||||||
Liabilities |
|
|
|
|
|
| ||
Current liabilities |
||||||||
Non-current liabilities |
||||||||
Total liabilities |
||||||||
Net assets attributable to YPL |
||||||||
Net assets attributable to YPL - beginning period |
||||||||
Net earnings (loss) attributable to YPL |
( |
|||||||
Distribution to owners |
( |
( |
||||||
Net assets attributable to YPL - ending period |
||||||||
Thomson Reuters % share |
||||||||
Thomson Reuters $ share |
||||||||
Historical excluded equity adjustment (1) |
( |
( |
||||||
Thomson Reuters carrying amount |
Year |
||||||||
2023 |
2022 |
|||||||
Current tax expense |
|
|||||||
Deferred tax benefit |
( |
( |
||||||
Total tax expense |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Included in Other comprehensive income (loss) |
|
|
|
|
|
| ||
Deferred tax benefit on remeasurement on defined benefit pension plans |
( |
|||||||
Included in Equity |
|
|
|
|
|
| ||
Deferred tax expense on share-based payments |
||||||||
Current tax benefit on share-based payments |
( |
( |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Income before tax |
||||||||
Income before tax multiplied by the standard rate of Canadian corporate tax of 26.5% |
||||||||
Effects of: |
|
|
|
|
|
| ||
Income taxes recorded at rates different from the Canadian tax rate |
( |
( |
||||||
Tax losses for which no benefit is recognized |
||||||||
Net non-taxable foreign exchange and other gains and losses |
( |
|||||||
Tax expense (benefit) on changes in statutory intercompany investment values |
( |
|||||||
(Recognition) derecognition of tax losses that arose in prior years due to changes in statutory intercompany investment values |
( |
|||||||
Provision for uncertain tax positions |
( |
|||||||
(Recognition) derecognition of tax assets that arose in prior years |
( |
|||||||
Recognition of tax attributes of foreign subsidiaries |
( |
( |
||||||
Impact of changes in tax laws and rates |
( |
( |
||||||
Research and development credits |
( |
( |
||||||
Other adjustments related to prior years |
||||||||
Withholding taxes |
||||||||
Other differences |
||||||||
Total tax expense |
Year ended December 31, | ||||||||
2023 |
2022 | |||||||
Earnings attributable to common shareholders |
||||||||
Less: Dividends declared on preference shares |
( |
( |
||||||
Earnings used in consolidated earnings per share |
||||||||
Less: (Earnings) loss from discontinued operations, net of tax |
( |
|||||||
Earnings used in earnings per share from continuing operations |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Weighted-average number of common shares outstanding |
||||||||
Weighted-average number of vested DSUs |
||||||||
Basic |
||||||||
Effect of stock options and TRSUs |
||||||||
Diluted |
December 31, |
||||||||
2023 |
2022 |
|||||||
Cash |
||||||||
Cash at bank and on hand |
|
|||||||
Cash equivalents |
||||||||
Money market accounts |
||||||||
Cash and cash equivalents |
December 31, |
||||||||
2023 |
2022 |
|||||||
Trade receivables |
|
|||||||
Less: allowance for doubtful accounts |
( |
( |
||||||
Less: allowance for sales adjustments |
( |
( |
||||||
Net trade receivables |
||||||||
Other receivables |
||||||||
Trade and other receivables |
December 31, |
||||||||
2023 |
2022 |
|||||||
Current - 30 days |
|
|||||||
Past due 31-60 days |
||||||||
Past due 61-90 days |
||||||||
Past due 91-180 days |
||||||||
Past due >180 days |
||||||||
Balance as of December 31 |
December 31, |
||||||||
2023 |
2022 |
|||||||
Balance at beginning of year |
|
|||||||
Charges |
||||||||
Write-offs |
( |
( |
||||||
Disposals of businesses |
( |
|||||||
Translation and other, net |
( |
|||||||
Balance at end of year |
December 31, |
||||||||
2023 |
2022 |
|||||||
Inventory |
|
|||||||
Prepaid expenses |
||||||||
Current tax receivables |
||||||||
Deferred commissions |
||||||||
Other current assets |
||||||||
Prepaid expenses and other current assets |
Land, Buildings and Building Improvements |
Computer Equipment |
Furniture, Fixtures and Other Equipment |
Total |
|||||||
Cost: |
|
|
|
|
|
| ||||
December 31, 2021 |
||||||||||
Additions: |
|
|
|
|
|
| ||||
Capital expenditures |
||||||||||
Leases |
||||||||||
Removed from service |
( |
( |
( |
( |
||||||
Translation and other, net |
( |
( |
( |
( |
||||||
December 31, 2022 |
||||||||||
Additions: |
|
|
|
|
|
| ||||
Capital expenditures |
||||||||||
Leases |
||||||||||
Acquisitions |
||||||||||
Removed from service |
( |
( |
( |
( |
||||||
Disposals of businesses and property |
( |
( |
( |
( |
||||||
Translation and other, net |
||||||||||
December 31, 2023 |
||||||||||
Accumulated depreciation: |
|
|
|
|
|
| ||||
December 31, 2021 |
( |
( |
( |
( |
||||||
Depreciation |
( |
( |
( |
( |
||||||
Removed from service |
||||||||||
Translation and other, net |
||||||||||
December 31, 2022 |
( |
( |
( |
( |
||||||
Depreciation |
( |
( |
( |
( |
||||||
Removed from service |
||||||||||
Disposals of businesses and property |
||||||||||
Translation and other, net |
( |
( |
( |
|||||||
December 31, 2023 |
( |
( |
( |
( |
||||||
Carrying amount: |
|
|
|
|
|
| ||||
December 31, 2022 |
||||||||||
December 31, 2023 |
Internally Developed |
Acquisitions - Business Combinations (1) |
Purchased |
Total |
|||||||
Cost: |
|
|
|
|
|
| ||||
December 31, 2021 |
||||||||||
Additions |
||||||||||
Removed from service |
( |
- | ( |
( |
||||||
Disposals of businesses |
( |
- | - | ( |
||||||
Translation and other, net |
( |
( |
- | ( |
||||||
December 31, 2022 |
||||||||||
Additions |
||||||||||
Removed from service |
( |
( |
( |
|||||||
Disposals of businesses |
( |
( |
||||||||
Translation and other, net |
||||||||||
December 31, 2023 |
||||||||||
Accumulated amortization: |
|
|
|
|
|
| ||||
December 31, 2021 |
( |
( |
( |
( |
||||||
Amortization |
( |
( |
( |
( |
||||||
Removed from service |
- | |||||||||
Disposals of businesses |
- | - | ||||||||
Translation and other, net |
- | |||||||||
December 31, 2022 |
( |
( |
( |
( |
||||||
Amortization |
( |
( |
( |
( |
||||||
Removed from service |
||||||||||
Disposals of businesses |
||||||||||
Translation and other, net |
( |
( |
||||||||
December 31, 2023 |
( |
( |
( |
( |
||||||
Carrying amount: |
|
|
|
|
|
| ||||
December 31, 2022 |
||||||||||
December 31, 2023 |
Indefinite Useful Life |
Finite Useful Life |
|||||||||||||||||||||||||||||||
Trade Names |
Trade Names |
Customer Relationships |
Databases and Content |
Other |
Total |
|||||||||||||||||||||||||||
Cost: |
||||||||||||||||||||||||||||||||
December 31, 2021 |
||||||||||||||||||||||||||||||||
Acquisitions |
||||||||||||||||||||||||||||||||
Removed from service |
( |
( |
||||||||||||||||||||||||||||||
Disposals of businesses |
( |
( |
||||||||||||||||||||||||||||||
Translation and other, net |
( |
( |
( |
( |
||||||||||||||||||||||||||||
December 31, 2022 |
||||||||||||||||||||||||||||||||
Acquisitions |
||||||||||||||||||||||||||||||||
Disposals of businesses |
( |
( |
( |
|||||||||||||||||||||||||||||
Translation and other, net |
||||||||||||||||||||||||||||||||
December 31, 2023 |
||||||||||||||||||||||||||||||||
Accumulated amortization: |
||||||||||||||||||||||||||||||||
December 31, 2021 |
( |
( |
( |
( |
( |
|||||||||||||||||||||||||||
Amortization |
( |
( |
( |
( |
( |
|||||||||||||||||||||||||||
Removed from service |
||||||||||||||||||||||||||||||||
Disposals of businesses |
||||||||||||||||||||||||||||||||
Translation and other, net |
||||||||||||||||||||||||||||||||
December 31, 2022 |
( |
( |
( |
( |
( |
|||||||||||||||||||||||||||
Amortization |
( |
( |
( |
( |
( |
|||||||||||||||||||||||||||
Disposals of businesses |
||||||||||||||||||||||||||||||||
Translation and other, net |
( |
( |
( |
( |
||||||||||||||||||||||||||||
December 31, 2023 |
( |
( |
( |
( |
( |
|||||||||||||||||||||||||||
Carrying amount: |
||||||||||||||||||||||||||||||||
December 31, 2022 |
||||||||||||||||||||||||||||||||
December 31, 2023 |
December 31, |
||||||||
2023 |
2022 |
|||||||
Cost: |
||||||||
Balance as of January 1, |
||||||||
Acquisitions |
||||||||
Disposals of businesses |
( |
( |
||||||
Translation and other, net |
( |
|||||||
Carrying amount as of December 31: |
Cash-Generating Unit |
2023 |
|||
Legal Professionals |
||||
Corporates |
||||
Tax & Accounting Professionals |
||||
Reuters News |
||||
Global Print |
Cash-Generating Unit |
Perpetual Growth Rate (1) |
Discount Rate |
Tax Rate |
|||||||||
Legal Professionals |
||||||||||||
Corporates |
| |||||||||||
Tax & Accounting Professionals |
||||||||||||
Reuters News |
||||||||||||
Global Print |
( |
December 31, 2023 |
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 (1) |
Total |
|||||||||||||||
Cash and cash equivalents |
||||||||||||||||||||
Trade and other receivables |
||||||||||||||||||||
Other financial assets – current |
||||||||||||||||||||
Other financial assets – non-current |
||||||||||||||||||||
Current indebtedness |
( |
( |
||||||||||||||||||
Trade payables (see note 22) |
( |
( |
||||||||||||||||||
Accruals (see note 22) |
( |
( |
||||||||||||||||||
Other financial liabilities – current (2)(3) |
( |
( |
( |
|||||||||||||||||
Long-term indebtedness |
( |
( |
||||||||||||||||||
Other financial liabilities – non-current (4) |
( |
( |
( |
|||||||||||||||||
Total |
( |
( |
December 31, 2022 |
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 (1) |
Total |
|||||||||||||||
Cash and cash equivalents |
||||||||||||||||||||
Trade and other receivables |
||||||||||||||||||||
Other financial assets – current |
||||||||||||||||||||
Other financial assets – non-current |
||||||||||||||||||||
Current indebtedness |
( |
( |
||||||||||||||||||
Trade payables (see note 22) |
( |
( |
||||||||||||||||||
Accruals (see note 22) |
( |
( |
||||||||||||||||||
Other financial liabilities – current (2)(3) |
( |
( |
( |
|||||||||||||||||
Long-term indebtedness |
( |
( |
||||||||||||||||||
Other financial liabilities – non-current (4) |
( |
( |
( |
|||||||||||||||||
Total |
( |
( |
Carrying Amount |
Fair Value |
|||||||||||||||||||||||
December 31, 2023 |
Primary Debt Instruments |
Derivative Instruments (Asset) |
Primary Debt Instruments |
Derivative Instruments (Asset) |
||||||||||||||||||||
Commercial paper |
- |
- |
||||||||||||||||||||||
|
( |
( |
||||||||||||||||||||||
(1) |
- |
- |
||||||||||||||||||||||
|
- |
- |
||||||||||||||||||||||
(1) |
- |
- |
||||||||||||||||||||||
|
- |
- |
||||||||||||||||||||||
|
- |
- |
||||||||||||||||||||||
|
- |
- |
||||||||||||||||||||||
Total |
( |
( |
||||||||||||||||||||||
Current portion |
||||||||||||||||||||||||
Long-term portion |
( |
Carrying Amount |
Fair Value |
|||||||||||||||||||||||
December 31, 2022 |
Primary Debt Instruments |
Derivative Instruments (Asset) |
Primary Debt Instruments |
Derivative Instruments (Asset) |
||||||||||||||||||||
Commercial paper |
- |
- |
||||||||||||||||||||||
|
( |
( |
||||||||||||||||||||||
|
- |
- |
||||||||||||||||||||||
(1) |
- |
- |
||||||||||||||||||||||
|
- | - | ||||||||||||||||||||||
(1) |
- | - | ||||||||||||||||||||||
|
- | - | ||||||||||||||||||||||
|
- | - | ||||||||||||||||||||||
|
- |
- |
||||||||||||||||||||||
Total |
( |
( |
||||||||||||||||||||||
Current portion |
||||||||||||||||||||||||
Long-term portion |
( |
Received |
Paid |
Hedged Risk |
Year of Maturity |
Principal Amount | ||||
Cash flow hedges |
||||||||
US$ |
Before Currency Hedging Arrangements |
After Currency Hedging Arrangements |
|||||||||||||||||||
December 31, |
December 31, |
|||||||||||||||||||
2023 |
2022 |
2023 |
2022 |
|||||||||||||||||
Canadian dollar |
||||||||||||||||||||
U.S. dollar |
||||||||||||||||||||
Year ended December 31, |
||||||||||||||||||||
2023 |
2022 |
|||||||||||||||||||
|
|
Fair Value (Loss) Gain Through Earnings |
Fair Value Loss Through Equity |
Fair Value Gain (Loss) Through Earnings |
Fair Value Gain Through Equity |
|||||||||||||||
Foreign exchange contracts |
( |
- | ||||||||||||||||||
Hedging instruments: |
||||||||||||||||||||
Cross currency interest rate swaps – cash flow hedges |
( |
( |
||||||||||||||||||
Forward interest rate swaps – cash flow hedges |
- | |||||||||||||||||||
( |
( |
Increase (decrease) impact on earnings from: |
£ |
€ |
C$ |
Other Currencies |
Total |
|||||||||||||||
Financial assets and liabilities (1) |
||||||||||||||||||||
Receivables under indemnification arrangement |
( |
( |
( |
( |
||||||||||||||||
Non-permanent intercompany loans |
||||||||||||||||||||
Indirect investment in LSEG shares |
( |
( |
||||||||||||||||||
Foreign exchange contracts (2) |
||||||||||||||||||||
Total impact on earnings |
· |
Cash investments are placed with high-quality financial institutions with limited exposure to any one institution. As of December 31, 2023, approximately “A-“ or higher by at least one of the major credit rating agencies; |
· |
Counterparties to derivative contracts are major investment-grade international financial institutions and exposure to any single counterparty is monitored and limited; and |
· |
The Company assesses the creditworthiness of its customers. |
December 31, 2023 |
2024 |
2025 |
2026 |
2027 |
2028 |
Thereafter |
Total |
|||||||||||||||||||||
Commercial paper |
||||||||||||||||||||||||||||
Notes/debentures (1) |
||||||||||||||||||||||||||||
Interest payable (1) |
||||||||||||||||||||||||||||
Debt-related hedges outflows (2) |
||||||||||||||||||||||||||||
Debt-related hedges inflows (1) |
( |
( |
( |
|||||||||||||||||||||||||
Trade payables |
||||||||||||||||||||||||||||
Accruals |
||||||||||||||||||||||||||||
Lease liabilities |
||||||||||||||||||||||||||||
Foreign exchange contracts outflows (3) |
||||||||||||||||||||||||||||
Foreign exchange contracts inflows (4) |
( |
( |
||||||||||||||||||||||||||
Other financial liabilities |
||||||||||||||||||||||||||||
Total |
December 31, 2022 |
2023 |
2024 |
2025 |
2026 |
2027 |
Thereafter |
Total |
|||||||||||||||||||||
Commercial paper |
||||||||||||||||||||||||||||
Notes/debentures (1) |
||||||||||||||||||||||||||||
Interest payable (1) |
||||||||||||||||||||||||||||
Debt-related hedges outflows (2) |
||||||||||||||||||||||||||||
Debt-related hedges inflows (1) |
( |
( |
( |
( |
||||||||||||||||||||||||
Trade payables |
||||||||||||||||||||||||||||
Accruals |
||||||||||||||||||||||||||||
Lease liabilities |
| |||||||||||||||||||||||||||
Foreign exchange contracts outflows (3) |
||||||||||||||||||||||||||||
Foreign exchange contracts inflows (4) |
( |
( |
( |
|||||||||||||||||||||||||
Other financial liabilities |
||||||||||||||||||||||||||||
Total |
Moody’s |
S&P Global Ratings |
DBRS Limited |
Fitch | |||||
Long-term debt |
||||||||
Commercial paper |
||||||||
Trend/Outlook |
December 31, |
||||||||||||
2023 |
2022 |
|||||||||||
Current indebtedness |
||||||||||||
Long-term indebtedness |
||||||||||||
Total debt |
||||||||||||
Swaps |
( |
( |
||||||||||
Total debt after swaps |
||||||||||||
Remove fair value adjustments for hedges (1) |
||||||||||||
Total debt after currency hedging arrangements |
||||||||||||
Remove transaction costs, premiums or discounts included in the carrying value of debt |
||||||||||||
Add: Lease liabilities (current and non-current) |
||||||||||||
Less: cash and cash equivalents |
( |
( |
||||||||||
Net debt |
Notes and Debentures |
Commercial Paper |
Derivative Instruments Liabilities (Assets) |
Lease Liabilities |
Total Liabilities From Financing Activities |
||||||||||||||||
December 31, 2021 |
( |
|||||||||||||||||||
Proceeds from commercial paper |
- |
- |
- |
|||||||||||||||||
Repayments of commercial paper |
- |
( |
- |
- |
( |
|||||||||||||||
Payments of lease principal |
- |
- |
- |
( |
( |
|||||||||||||||
Additional leases |
- |
- |
- |
|||||||||||||||||
Foreign exchange movements |
( |
- |
( |
( |
||||||||||||||||
Other, net (1) |
( |
( |
( |
|||||||||||||||||
December 31, 2022 |
( |
|||||||||||||||||||
Repayments of debt |
( |
( |
||||||||||||||||||
Proceeds from commercial paper |
||||||||||||||||||||
Repayments of commercial paper |
( |
( |
||||||||||||||||||
Payments of lease principal |
( |
( |
||||||||||||||||||
Additional leases |
||||||||||||||||||||
Foreign exchange movements |
( |
|||||||||||||||||||
Other, net (1) |
||||||||||||||||||||
December 31, 2023 |
( |
· 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). |
December 31, 2023 |
Total |
|||||||||||||||||
Assets | Level 1 |
Level 2 |
Level 3 |
Balance |
||||||||||||||
Money market accounts |
||||||||||||||||||
Other receivables (1) |
||||||||||||||||||
Foreign exchange contracts (2) |
||||||||||||||||||
Financial assets at fair value through earnings |
||||||||||||||||||
Financial assets at fair value through other comprehensive income (3) |
||||||||||||||||||
Derivatives used for hedging (4) |
||||||||||||||||||
Total assets |
||||||||||||||||||
Liabilities |
||||||||||||||||||
Foreign exchange contracts (2) |
( |
( |
||||||||||||||||
Contingent consideration (5) |
( |
( |
||||||||||||||||
Financial liabilities at fair value through earnings |
( |
( |
( |
|||||||||||||||
Total liabilities |
( |
( |
( |
|||||||||||||||
December 31, 2022 |
Total |
|||||||||||||||||
Assets | Level 1 |
Level 2 |
Level 3 |
Balance |
||||||||||||||
Money market accounts |
||||||||||||||||||
Other receivables (1) |
||||||||||||||||||
Foreign exchange contracts (2) |
||||||||||||||||||
Financial assets at fair value through earnings |
||||||||||||||||||
Financial assets at fair value through other comprehensive income (3) |
||||||||||||||||||
Derivatives used for hedging (4) |
||||||||||||||||||
Total assets |
||||||||||||||||||
Liabilities |
||||||||||||||||||
Foreign exchange contracts (2) |
( |
( |
||||||||||||||||
Contingent consideration (5) |
( |
( |
||||||||||||||||
Financial liabilities at fair value through earnings |
( |
( |
( |
|||||||||||||||
Total liabilities |
( |
( |
( |
· |
Quoted market prices or dealer quotes for similar instruments; |
· |
The fair value of cross-currency interest rate swaps and foreign exchange contracts are calculated as the present value of the estimated future cash flows based on observable yield curves; |
· |
The fair value of other receivables considers estimated future cash flows, current market interest rates and non-performance risk; and |
· |
The fair value of contingent consideration is calculated based on estimates of future revenue performance. |
Financial assets |
Gross Financial Assets |
Gross Financial Liabilities Netted Against Assets |
Net Financial Assets in the Consolidated Statement of Financial Position |
Related Financial Liabilities Not Netted |
Net Amount | |||||
Derivative financial assets |
(1) |
|||||||||
Cash and cash equivalents |
(2) |
|||||||||
December 31, 2023 |
||||||||||
Derivative financial assets |
- | (1) |
- | |||||||
Cash and cash equivalents |
- | (2) |
- | |||||||
December 31, 2022 |
- | - | ||||||||
Financial liabilities |
Gross Financial Liabilities |
Gross Financial Assets Netted Against Liabilities |
Net Financial Liabilities in the Consolidated Statement of Financial Position |
Related Financial Assets Not Netted |
Net Amount | |||||
Derivative financial liabilities |
(3) |
|||||||||
December 31, 2023 |
||||||||||
Derivative financial liabilities |
- |
(3) |
- |
|||||||
December 31, 2022 |
- |
- |
December 31, | |||||||
2023 |
2022 |
||||||
Net defined benefit plan surpluses (see note 27) |
|||||||
Cash surrender value of life insurance policies |
|||||||
Deferred commissions |
|||||||
Other non-current assets(1) |
|||||||
Total other non-current assets |
December 31, | ||||
2023 |
2022 | |||
Trade payables |
||||
Accruals |
||||
Provisions (see note 23) |
||||
Other current liabilities |
||||
Total payables, accruals and provisions |
December 31, | ||||
2023 |
2022 | |||
Net defined benefit plan obligations (see note 27) |
||||
Deferred compensation and employee incentives |
||||
Provisions |
||||
Other non-current liabilities |
||||
Total provisions and other non-current liabilities |
Employee- Related |
Facilities- Related |
Other |
Total |
|||||||||||||
Balance as of December 31, 2021 |
||||||||||||||||
Charges |
||||||||||||||||
Utilization |
( |
( |
( |
( |
||||||||||||
Translation and other, net |
( |
( |
||||||||||||||
Balance as of December 31, 2022 |
||||||||||||||||
Less: short-term provisions |
||||||||||||||||
Long-term provisions |
||||||||||||||||
Balance as of December 31, 2022 |
||||||||||||||||
Charges (releases) |
( |
|||||||||||||||
Utilization |
( |
( |
( |
( |
||||||||||||
Translation and other, net |
( |
( |
||||||||||||||
Balance as of December 31, 2023 |
||||||||||||||||
Less: short-term provisions |
||||||||||||||||
Long-term provisions |
Deferred tax liabilities |
Goodwill and Other Identifiable Intangible Assets |
Equity Method Investments |
Other |
Total |
||||||||||||
December 31, 2021 |
||||||||||||||||
Acquisitions |
- | - | ||||||||||||||
Benefit to income statement - continuing operations |
( |
( |
( |
( |
||||||||||||
Translation and other, net |
- | |||||||||||||||
December 31, 2022 |
||||||||||||||||
Acquisitions |
- |
|||||||||||||||
(Benefit) expense to income statement - continuing operations |
( |
( |
( |
|||||||||||||
Translation and other, net |
( |
( |
||||||||||||||
December 31, 2023 |
Deferred tax assets |
Tax Losses and Other Attributes |
Goodwill and Other Identifiable Intangible Assets |
Employee Benefits and Compensation |
Other |
Total |
|||||||||||||
December 31, 2021 |
||||||||||||||||||
Acquisitions |
- | - | - | |||||||||||||||
Expense to income statement - continuing operations |
( |
( |
( |
( |
( |
|||||||||||||
Benefit to other comprehensive income |
- | - | - | |||||||||||||||
Expense to equity |
- | - | ( |
- | ( |
|||||||||||||
Translation and other, net |
( |
( |
||||||||||||||||
December 31, 2022 |
||||||||||||||||||
Acquisitions |
- |
- |
||||||||||||||||
Benefit (expense) to income statement - continuing operations |
- |
( |
||||||||||||||||
Expense to equity |
- |
- |
( |
- |
( |
|||||||||||||
Translation and other, net |
( |
- |
||||||||||||||||
December 31, 2023 |
||||||||||||||||||
Net deferred tax asset as of December 31, 2022 |
||||||||||||||||||
Net deferred tax asset as of December 31, 2023 |
December 31, |
||||||||
2023 |
2022 |
|||||||
Deferred tax liabilities |
||||||||
Deferred tax liabilities to be recovered after more than 12 months |
||||||||
Deferred tax liabilities to be recovered within 12 months |
||||||||
Total deferred tax liabilities |
||||||||
Deferred tax assets |
||||||||
Deferred tax assets to be recovered after more than 12 months |
||||||||
Deferred tax assets to be recovered within 12 months |
||||||||
Total deferred tax assets |
||||||||
Net deferred tax asset |
Carry Forward Loss/ Tax Attributes |
Tax Value |
Unrecognized Deferred Tax Assets |
Net Deferred Tax Assets |
|||||||||||||
Canadian net operating losses |
( |
|||||||||||||||
Net operating losses - other jurisdictions |
( |
|||||||||||||||
Capital losses |
( |
|||||||||||||||
Investment in subsidiaries |
( |
|||||||||||||||
Other deductible temporary differences |
( |
|||||||||||||||
U.S. state net operating losses (1) |
n/m |
( |
||||||||||||||
Other attributes and credits (2) |
n/a |
( |
||||||||||||||
Total |
( |
Number of Common Shares |
Stated Capital |
Series II, Cumulative Redeemable Preference Share Capital |
Contributed Surplus |
Total Capital |
||||||||||||||||
Balance, December 31, 2021 |
||||||||||||||||||||
Shares issued under DRIP |
- | - | ||||||||||||||||||
Stock compensation plans (1) |
- | ( |
||||||||||||||||||
Repurchases of common shares (2) |
( |
( |
- | - | ( |
|||||||||||||||
Balance, December 31, 2022 |
||||||||||||||||||||
Return of capital |
( |
( |
- |
( |
||||||||||||||||
Shares issued under DRIP |
- |
- |
||||||||||||||||||
Stock compensation plans (1) |
- |
( |
||||||||||||||||||
Repurchases of common shares (2) |
( |
( |
- |
- |
( |
|||||||||||||||
Balance, December 31, 2023 |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Dividends declared per common share |
$ |
$ | ||||||
Dividends declared |
||||||||
Dividends reinvested |
( |
( |
||||||
Dividends paid |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Share repurchases (millions of U.S. dollars) |
||||||||
Shares repurchased (number in millions) |
||||||||
Share repurchases - average price per share in U.S. dollars |
$ |
$ |
Equity-settled | ||||||
Type of award |
Vesting period |
Fair Value Measure |
Compensation expense based on: | |||
Stock options |
Black-Scholes option pricing model |
Fair value on business day prior to grant date | ||||
TRSUs |
Closing common share price |
Fair value on business day prior to grant date | ||||
PRSUs |
Closing common share price |
Fair value on business day prior to grant date |
Year ended December 31, |
||||||||
2023 |
2022 |
|||||||
Weighted-average fair value ($) |
||||||||
Weighted-average of key assumptions: |
||||||||
Share price ($) |
||||||||
Exercise price ($) |
||||||||
Risk-free interest rate |
||||||||
Dividend yield |
||||||||
Volatility factor |
||||||||
Expected life (in years) |
Stock Options |
TRSUs |
PRSUs |
Total |
Weighted- Average Exercise Price($) (1) |
||||||||||||||||
Awards outstanding (in thousands): |
||||||||||||||||||||
Outstanding as of December 31, 2021 |
||||||||||||||||||||
Granted |
||||||||||||||||||||
Exercised |
( |
( |
( |
( |
||||||||||||||||
Forfeited |
( |
( |
( |
( |
||||||||||||||||
Outstanding as of December 31, 2022 |
||||||||||||||||||||
Exercisable as of December 31, 2022 |
- | - | ||||||||||||||||||
Granted |
||||||||||||||||||||
Exercised |
( |
( |
( |
( |
||||||||||||||||
Forfeited |
( |
( |
( |
( |
||||||||||||||||
Outstanding as of December 31, 2023 |
||||||||||||||||||||
Exercisable as of December 31, 2023 |
- |
- |
Stock Options |
TRSUs |
PRSUs |
ESPP |
Total | ||||||
December 31, 2023 |
||||||||||
December 31, 2022 |
Range of exercise prices (1) |
Number Outstanding (in thousands) |
Weighted-Average Remaining Contractual Life (years) |
Weighted-Average Exercise Price for Awards Outstanding |
Number Exercisable (in thousands) |
Weighted-Average Exercise Price for Awards Exercisable | |||||
35.01 - 40.00 |
$ |
$ | ||||||||
50.01 - 55.00 |
$ |
$ | ||||||||
75.01 - 80.00 |
$ |
$ | ||||||||
85.01 - 90.00 |
$ |
$ | ||||||||
100.01 - 105.00 |
$ |
$ | ||||||||
120.01 - 125.00 |
$ |
$ | ||||||||
Total |
Pension Plans (1) |
OPEB (1) |
Total (1) |
||||||||||||||||||||||
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
|||||||||||||||||||
As of January 1 |
( |
( |
( |
( |
( |
( |
||||||||||||||||||
Plan expense recognized in income statement: |
( |
( |
( |
( |
( |
( |
||||||||||||||||||
Actuarial (losses) gains |
( |
( |
( |
|||||||||||||||||||||
Exchange differences |
( |
( |
||||||||||||||||||||||
Contributions paid |
||||||||||||||||||||||||
Net plan obligations as of December 31 |
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
| ||||||
Net plan surpluses recognized in non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net plan obligations recognized in non-current liabilities |
|
( |
|
|
( |
|
Funded |
Unfunded (1) |
OPEB |
Total |
|||||||||||||||||||||||||||||
As of December 31, |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
||||||||||||||||||||||||
Present value of plan obligations |
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
| ||||||||
Fair value of plan assets |
|
|
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
|
|
| ||||||||
Net plan obligations |
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
| ||||||||
Net plan surpluses |
|
|
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
|
|
| ||||||||
Net plan obligations |
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
|
Present Value of Defined Benefit Obligations |
Funded |
Unfunded |
OPEB |
Total |
||||||||||||||||||||||||||||
As of December 31, |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
||||||||||||||||||||||||
Opening defined benefit obligation |
( |
( |
( |
( |
( |
( |
( |
( |
||||||||||||||||||||||||
Current service cost |
( |
( |
( |
( |
( |
( |
( |
( |
||||||||||||||||||||||||
Administration fees |
( |
( |
- |
( |
- |
- | ( |
( |
||||||||||||||||||||||||
Interest cost |
( |
( |
( |
( |
( |
( |
( |
( |
||||||||||||||||||||||||
Actuarial (losses) gains from changes in financial assumptions (1) |
( |
( |
( |
|||||||||||||||||||||||||||||
Actuarial gains (losses) from changes in demographic assumptions |
( |
- |
- | - | ( |
|||||||||||||||||||||||||||
Experience losses |
( |
( |
( |
( |
( |
- | ( |
( |
||||||||||||||||||||||||
Contributions by employees |
( |
( |
- |
- | ( |
( |
( |
( |
||||||||||||||||||||||||
Benefits paid |
||||||||||||||||||||||||||||||||
Administration fees disbursements |
- |
- | - |
- | ||||||||||||||||||||||||||||
Exchange differences |
- |
- |
- | - | - |
|||||||||||||||||||||||||||
Other |
( |
( |
( |
- | - |
- | ( |
( |
||||||||||||||||||||||||
Closing defined benefit obligation |
( |
( |
( |
( |
( |
( |
( |
( |
As of December 31, |
2023 |
2022 | As of December 31, |
2023 |
2022 | |||||||||||||||
Active employees |
U.S. |
|||||||||||||||||||
Deferred |
U.K. |
|||||||||||||||||||
Retirees |
Rest of world |
|||||||||||||||||||
Closing defined benefit obligation |
Fair Value of Plan Assets |
Funded |
Unfunded |
OPEB |
Total |
||||||||||||||||||||||||||||
As of December 31, |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
||||||||||||||||||||||||
Opening fair value of plan assets |
- |
- | - |
- | ||||||||||||||||||||||||||||
Interest income (1) |
- |
- | - |
- | ||||||||||||||||||||||||||||
Return on plan assets excluding amounts included in interest income (2) |
( |
- |
- | - |
- | ( |
||||||||||||||||||||||||||
Contributions by employer |
||||||||||||||||||||||||||||||||
Contributions by employees |
- |
- | ||||||||||||||||||||||||||||||
Benefits paid |
( |
( |
( |
( |
( |
( |
( |
( |
||||||||||||||||||||||||
Administration fees disbursements |
( |
( |
- |
- | - |
- | ( |
( |
||||||||||||||||||||||||
Exchange differences |
( |
- |
- | - |
- | ( |
||||||||||||||||||||||||||
Other |
- |
- | - |
- | ||||||||||||||||||||||||||||
Closing fair value of plan assets |
- |
- |
- |
- |
Quoted (1) |
Unquoted |
Total |
||||||||||||||||||||||
As of December 31, |
2023 |
2022 ) |
2023 |
2022 |
2023 |
2022 |
||||||||||||||||||
Equities (2) |
- |
|||||||||||||||||||||||
Bonds (3) |
||||||||||||||||||||||||
Corporate |
- |
- | ||||||||||||||||||||||
Government |
- |
- | ||||||||||||||||||||||
Other fixed income |
- |
- | ||||||||||||||||||||||
Total Bonds |
- |
- | ||||||||||||||||||||||
Multi-asset (4) |
- |
- | ||||||||||||||||||||||
Derivatives |
- |
- | ||||||||||||||||||||||
Cash and cash equivalents |
||||||||||||||||||||||||
Other |
||||||||||||||||||||||||
Total |
Funded |
Unfunded |
OPEB | ||||||||||
As of December 31, |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 | ||||||
Discount rate |
||||||||||||
Inflation assumption |
||||||||||||
Rate of increase in pension payments |
||||||||||||
Medical cost trend |
- |
· |
TRGP: Pri-2012/MP-2021 |
· |
TTC plan: SAPS S3 Light Tables with allowances for plan demographic specifics and longevity improvements. |
December 31, 2023 |
Life Expectation in Years | |||||
Male |
Female | |||||
Employee retiring as of December 31, 2023 at age 65 |
||||||
Employee age 40 as of December 31, 2023 retiring at age 65 |
December 31, 2022 |
Life Expectation in Years | |||||
Male |
Female | |||||
Employee retiring as of December 31, 2022 at age 65 |
||||||
Employee age 40 as of December 31, 2022 retiring at age 65 |
· |
Investment risk: |
· |
Interest rate risk: |
· |
Inflation risk: |
· |
Currency risk: |
· |
Liquidity risk: |
· |
Mortality risk: |
Income Statement (1) |
Funded |
Unfunded |
OPEB |
Total | ||||||||||||
Year ended December 31, |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 | ||||||||
Current service cost |
||||||||||||||||
Net interest cost |
- | |||||||||||||||
Administration fees |
- |
- |
- | |||||||||||||
Defined benefit plan expense |
Other Comprehensive Loss (Income) |
Funded |
Unfunded |
OPEB |
Total | ||||||||||||
Year ended December 31, |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 | ||||||||
Remeasurement losses (gains) on defined benefit obligation: |
||||||||||||||||
Due to financial assumption changes |
( |
( |
( |
( |
( | |||||||||||
Due to demographic assumption changes |
( |
- |
- | ( |
- | ( |
||||||||||
Due to experience |
- | |||||||||||||||
Return on plan assets greater than discount rate |
( |
- |
- | - |
- | ( |
||||||||||
Total recognized in other comprehensive loss (income) before taxation |
- |
( |
( |
( |
Accumulated Comprehensive Loss (Income) |
Funded |
Unfunded |
OPEB |
Total | ||||||||||||
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 | |||||||||
Balance of accumulated comprehensive loss (income) as of January 1 |
( |
( |
||||||||||||||
Net actuarial losses (gains) recognized in the year |
- |
( |
( |
( |
||||||||||||
Total accumulated comprehensive loss (income) as of December 31, |
( |
( |
Land, Buildings and Building Improvements |
Computer Equipment |
Furniture, Fixtures and Other Equipment |
Total |
|||||||||||||
Year ended December 31, 2023 |
||||||||||||||||
Carrying amount |
||||||||||||||||
Depreciation |
||||||||||||||||
Year ended December 31, 2022 |
||||||||||||||||
Carrying amount |
||||||||||||||||
Depreciation |
December 31, |
||||||||
2023 |
2022 |
|||||||
Within 1 year |
||||||||
Between 1 and 2 years |
||||||||
Between 2 and 3 years |
||||||||
Between 3 and 4 years |
||||||||
Between 4 and 5 years |
||||||||
Later than 5 years |
||||||||
Total undiscounted cash flows |
||||||||
Lease liabilities included in the consolidated statement of financial position |
||||||||
Current |
||||||||
Non-current |
Year ended December 31, | ||||
2023 |
2022 | |||
Non-cash employee benefit charges |
||||
Net losses (gains) on foreign exchange and derivative financial instruments |
( | |||
Fair value adjustments (see note 5) |
( | |||
Other |
( |
|||
( |
Year ended December 31, | ||||
2023 |
2022 | |||
Trade and other receivables |
( |
( | ||
Prepaid expenses and other current assets |
( | |||
Other financial assets |
- |
|||
Payables, accruals and provisions |
( |
( | ||
Deferred revenue |
||||
Other financial liabilities |
- |
( | ||
Income taxes (1) |
||||
Other |
( |
( | ||
Year ended December 31, | ||||
2023 |
2022 | |||
Operating activities - continuing operations |
( |
( | ||
Investing activities - continuing operations |
( |
( | ||
Investing activities - discontinued operations (1) |
( |
( | ||
Total income taxes paid |
( |
( |
Year ended December 31, | ||||||||
2023 |
2022 | |||||||
Number of Transactions |
Cash Consideration |
Number of Transactions |
Cash Consideration | |||||
Businesses acquired |
||||||||
Less: Cash acquired |
( |
( | ||||||
Businesses acquired, net of cash |
||||||||
Investments in businesses |
||||||||
Asset acquisitions (1) |
- |
- |
||||||
Deferred and contingent consideration payments |
- |
- | ||||||
Date |
Company |
Acquiring Segments |
Description | |||
December 31, | ||||||||||
2023 |
2022 (1) | |||||||||
Sureprep LLC |
Casetext, Inc. |
Other |
Total |
Total | ||||||
Cash and cash equivalents |
||||||||||
Trade receivables |
||||||||||
Prepaid expenses and other current assets |
||||||||||
Current assets |
||||||||||
Property and equipment |
- |
- |
- | |||||||
Computer software |
||||||||||
Other identifiable intangible assets |
||||||||||
Other non-current assets |
- |
- |
- | |||||||
Total assets |
||||||||||
Payables and accruals |
( |
( |
( |
( |
( | |||||
Deferred revenue |
( |
( |
( |
( |
( | |||||
Current liabilities |
( |
( |
( |
( |
( | |||||
Provisions and other non-current liabilities |
( |
- |
( |
( |
- | |||||
Other financial liabilities |
- |
- |
- |
- |
( | |||||
Deferred tax |
( |
( |
( |
( |
( | |||||
Total liabilities |
( |
( |
( |
( |
( | |||||
Net assets acquired |
||||||||||
Goodwill |
||||||||||
Total |
||||||||||
Businesses acquired, net of cash |
December 31, |
||||||
2023 |
2022 |
|||||
Within 1 year |
||||||
Between 1 and 2 years |
||||||
Between 2 and 3 years |
||||||
Between 3 and 4 years |
||||||
Between 4 and 5 years |
||||||
Later than 5 years |
- |
|||||
Year ended December 31, | ||||
2023 |
2022 | |||
Salaries and other benefits |
||||
Share-based payments |
||||
Total compensation |
Name |
Age |
Title | ||
Steve Hasker |
54 |
President & Chief Executive Officer | ||
Michael Eastwood |
57 |
Chief Financial Officer | ||
Kirsty Roth |
48 |
Chief Operations & Technology Officer | ||
David Wong |
39 |
Chief Product Officer | ||
Ragunath Ramanathan |
52 |
President, Legal Professionals | ||
Elizabeth Beastrom |
56 |
President, Tax & Accounting Professionals | ||
Laura A. Clayton |
63 |
President, Corporates | ||
Paul Bascobert |
59 |
President, Reuters News | ||
Mary Alice Vuicic |
56 |
Chief People Officer | ||
Norie Campbell |
52 |
Chief Legal Officer & Company Secretary |
![]() |
Steve Hasker non-executive director of Appen Limited. He is a member of the Australia and New Zealand Institute of Chartered Accountants. Steve is based in Toronto, Ontario, Canada. | |
![]() |
Michael Eastwood | |
![]() |
Kirsty Roth |
![]() |
David Wong | |
![]() |
Ragunath (Raghu) Ramanathan | |
![]() |
Elizabeth Beastrom | |
![]() |
Laura A. Clayton (professionally known as Laura Clayton McDonnell) | |
![]() |
Paul Bascobert |
![]() |
Mary Alice Vuicic | |
![]() |
Norie Campbell |
Committee Memberships |
||||||||||||
Name |
Age |
Audit |
Corporate Governance |
Human Resources |
Risk |
Director Since | ||||||
David Thomson, Chairman |
66 | 1988 | ||||||||||
Steve Hasker |
54 | 2020 | ||||||||||
Kirk E. Arnold |
64 | • | • | Chair | 2020 | |||||||
W. Edmund Clark, C.M. |
76 | • | Chair | 2015 | ||||||||
LaVerne Council |
62 | • | • | 2022 | ||||||||
Michael E. Daniels |
69 | • | Chair | • | • | 2014 | ||||||
Kirk Koenigsbauer |
56 | • | • | 2020 | ||||||||
Deanna Oppenheimer |
66 | • | • | 2020 | ||||||||
Simon Paris |
54 | • | • | • | 2020 | |||||||
Kim M. Rivera |
55 | • | • | 2019 | ||||||||
Barry Salzberg |
70 | Chair | • | • | 2015 | |||||||
Peter J. Thomson |
58 | • | 1995 | |||||||||
Beth Wilson |
55 | • | • | 2022 |
![]() |
David Thomson | |
![]() |
Steve Hasker non-executive director of Appen Limited. He is a member of the Australia and New Zealand Institute of Chartered Accountants. Steve is based in Toronto, Ontario, Canada. |
![]() |
Kirk E. Arnold non-executive director of IngersollRand plc and Trane Technologies. Kirk also serves on the boards of several private companies. In addition, she is a Senior Lecturer at MIT Sloan School of Management and an advisor to the Center for MIT Entrepreneurship. Kirk received a bachelor’s degree from Dartmouth College. Kirk resides in Kennebunk, Maine, United States. | |
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W. Edmund Clark, C.M. non-executive director of Spin Master Corp. Ed has a BA from the University of Toronto, and an MA and Doctorate in Economics from Harvard University. Ed has also received honorary degrees from Mount Allison University, Queen’s University, Western University and the University of Toronto. In 2010, he was made an Officer of the Order of Canada, one of the country’s highest distinctions. Ed resides in Toronto, Ontario, Canada. | |
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LaVerne Council non-executive director of CONMED Corporation and Concentrix Corporation. She received her Master of Business Administration from Illinois State University and her Bachelor of Business Administration in Computer Science from Western Illinois University. LaVerne also holds an honorary Doctorate of Business Administration from Drexel University. LaVerne resides in Great Falls, Virginia, United States. | |
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Michael E. Daniels non-executive director of SS&C Technologies Holdings, Inc. and Johnson Controls International plc. Corporation. Mike has a bachelor’s degree in political science from Holy Cross College. Mike resides in Hilton Head, South Carolina, United States. | |
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Kirk Koenigsbauer |
![]() |
Deanna Oppenheimer non-executive chair of the board of directors of InterContinental Hotels Group PLC and a non-executive director of Slalom and is the founder of BoardReady, a not-for-profit, | |
![]() |
Simon Paris | |
![]() |
Kim M. Rivera | |
![]() |
Barry Salzberg |
![]() |
Peter J. Thomson | |
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Beth Wilson non-executive director at IGM Financial Inc. and Power Corporation of Canada. Beth has a BComm from the University of Toronto and is a CPA. Beth resides in Toronto, Ontario, Canada. |
Audit Committee Member |
Education/Experience | |
Barry Salzberg (Chair) |
• Former Global Chief Executive Officer of Deloitte Touche Tohmatsu Limited• Former Professor at Columbia Business School• Degree in accounting from Brooklyn College, a JD from Brooklyn Law School and an LLM in tax from the New York University | |
LaVerne Council |
• MBA and bachelor’s degree in business administration• Member of CONMED Corporation and Concentrix Corporation boards of directors and audit committees | |
Michael E. Daniels |
• Over 25 years of executive experience at IBM• Former member of the Tyco International Ltd. audit committee• Member of SS&C Technologies Holdings, Inc. and Johnson Controls International plc boards of directors | |
Deanna Oppenheimer |
• Former Vice Chair of Global Retail Banking of Barclays PLC• Former President of Consumer Banking of Washington Mutual, Inc.• Former member of AXA Global Insurance audit committee• Former member of NCR Corporation audit committee | |
Simon Paris |
• Chief Executive Officer of Finastra• Chair of the World Trade Board• Member of Everbridge, Inc. board of directors | |
Kim M. Rivera |
• Chief Legal and Business Affairs Officer of One Trust, LLC• Former President, Strategy and Business Management and Chief Legal Officer of HP Inc.• Supported audit committees of two publicly-traded Fortune 500 companies | |
Beth Wilson |
• Chair of the Chartered Professional Accountants of Canada• Audit Committee Chair at The Hospital for Sick Children and Woodgreen Foundation• Member of Power Corporation of Canada and IGM Financial Inc. audit committees• Bachelor of Commerce degree from University of Toronto and a Certified Professional Accountant in good standing with the Chartered Professional Accountants of Ontario• Former Chief Executive Officer of Dentons Canada LLP• Former audit partner and Managing Partner at KPMG |
(in millions of U.S. dollars) |
2023 |
2022 |
||||||
Audit fees |
$ | 12.8 | $ | 11.9 | ||||
Audit-related fees |
1.0 | 2.0 | ||||||
Tax fees |
1.4 | 1.3 | ||||||
All other fees |
– | – | ||||||
Total |
$ |
15.2 |
$ |
15.2 |
· |
The policy gives detailed guidance to management as to the specific types of services that have been pre-approved by the Audit Committee. |
· |
The policy requires the Audit Committee’s specific pre-approval of all other permitted types of services that have not already been pre-approved. |
· |
The Audit Committee’s charter allows the Audit Committee to delegate to one or more members the authority to evaluate and approve engagements in the event that the need arises for approval between Audit Committee meetings. Pursuant to this charter provision, the Audit Committee has delegated this authority to its Chair. If the Chair approves any such engagements, he must report his approval decisions to the full Audit Committee at its next meeting. |
· |
For the year ended December 31, 2023, none of the fees of Thomson Reuters described above made use of the de minimis exception to pre-approval provisions as provided for by Rule 2-01(c)(7)(i)(C) of SEC Regulation S-X and Section 2.4 of the Canadian Securities Administrators’ Multilateral Instrument 52-110 (Audit Committees). |
· |
Corporate governance, including the effectiveness of our Board; |
· |
Appointment of the Chief Executive Officer and other members of senior management and related succession planning; |
· |
Development of the long-term business strategy of Thomson Reuters and assessment of its implementation; and |
· |
Capital strategy. |
Thomson Reuters’ corporate governance practices include the following, which we believe are best practices for a Canadian public company with a controlling shareholder: · day-to-day · · · · · · |
· |
The roles and responsibilities of the Chairman (David Thomson) and the CEO (Steve Hasker) are separate; |
· |
We have a Lead Independent Director (Michael E. Daniels); and |
· |
The Audit Committee is comprised entirely of independent directors (as required by applicable law) and the Corporate Governance Committee, Human Resources Committee and Risk Committee each have a majority of independent directors. |
Director Independence | ||||||||
Name of Director Nominee |
Management |
Independent |
Not Independent |
Reason for Non-Independence | ||||
David Thomson |
✓ |
A Chairman of Woodbridge | ||||||
Steve Hasker |
✓ |
✓ |
President & Chief Executive Officer of Thomson Reuters | |||||
Kirk E. Arnold |
✓ |
|||||||
W. Edmund Clark, C.M. |
✓ |
Advisor to the trustee of the 2003 TIL Settlement and Woodbridge | ||||||
LaVerne Council |
✓ |
|||||||
Michael E. Daniels |
✓ |
|||||||
Kirk Koenigsbauer |
✓ |
|||||||
Deanna Oppenheimer |
✓ |
|||||||
Simon Paris |
✓ |
|||||||
Kim M. Rivera |
✓ |
|||||||
Barry Salzberg |
✓ |
|||||||
Peter J. Thomson |
✓ |
A Chairman of Woodbridge | ||||||
Beth Wilson |
✓ |
|||||||
Total |
1 |
9 |
4 |
· |
Our authorized share capital consisted of an unlimited number of common shares, an unlimited number of preference shares, issuable in series, and a Thomson Reuters Founders Share; and |
· |
We had outstanding 451,363,370 common shares, 6,000,000 Series II preference shares and one Thomson Reuters Founders Share. |
Common Shares (C$) |
Common Shares (US$) |
Preference Shares (C$) |
||||||||||||||||||||||||||||||||||||||||||||||
High |
Low |
Closing |
Trading Volume |
High |
Low |
Closing |
Trading Volume |
High |
Low |
Closing |
Trading Volume |
|||||||||||||||||||||||||||||||||||||
2023 |
||||||||||||||||||||||||||||||||||||||||||||||||
January |
158.99 | 154.46 | 158.28 | 7,531,810 | 118.97 | 114.07 | 118.97 | 9,287,637 | 13.85 | 13.15 | 13.74 | 179,303 | ||||||||||||||||||||||||||||||||||||
February |
167.74 | 154.81 | 165.26 | 7,417,587 | 125.26 | 114.96 | 121.03 | 11,138,231 | 14.00 | 13.50 | 14.00 | 102,383 | ||||||||||||||||||||||||||||||||||||
March |
175.84 | 164.43 | 175.84 | 7,907,228 | 130.12 | 119.74 | 130.12 | 9,770,188 | 14.14 | 13.40 | 13.67 | 53,124 | ||||||||||||||||||||||||||||||||||||
April |
179.73 | 173.60 | 178.16 | 4,469,481 | 132.75 | 129.01 | 131.51 | 5,291,336 | 13.67 | 13.25 | 13.50 | 17,428 | ||||||||||||||||||||||||||||||||||||
May |
179.07 | 160.37 | 172.62 | 8,573,280 | 132.17 | 119.11 | 127.18 | 11,134,585 | 13.50 | 12.92 | 13.00 | 32,810 | ||||||||||||||||||||||||||||||||||||
June |
182.49 | 164.11 | 178.86 | 9,375,175 | 138.13 | 122.77 | 134.94 | 9,775,368 | 13.50 | 12.87 | 13.10 | 85,295 | ||||||||||||||||||||||||||||||||||||
July |
179.24 | 171.64 | 178.00 | 7,046,557 | 135.23 | 129.81 | 135.23 | 8,665,347 | 14.03 | 13.10 | 13.76 | 98,181 | ||||||||||||||||||||||||||||||||||||
August |
182.56 | 171.07 | 173.99 | 6,581,779 | 136.92 | 126.14 | 128.79 | 7,467,248 | 13.85 | 13.25 | 13.30 | 48,988 | ||||||||||||||||||||||||||||||||||||
September |
176.04 | 166.16 | 166.16 | 5,467,432 | 130.23 | 122.32 | 122.32 | 5,047,081 | 13.30 | 12.43 | 12.50 | 34,087 | ||||||||||||||||||||||||||||||||||||
October |
173.57 | 163.51 | 166.11 | 4,939,138 | 127.72 | 117.88 | 119.88 | 6,759,068 | 13.21 | 12.48 | 12.90 | 73,091 | ||||||||||||||||||||||||||||||||||||
November |
192.31 | 169.46 | 189.58 | 7,792,387 | 141.25 | 122.24 | 139.91 | 10,753,789 | 13.21 | 12.82 | 13.06 | 92,423 | ||||||||||||||||||||||||||||||||||||
December |
195.04 | 185.90 | 193.73 | 5,297,108 | 146.22 | 138.85 | 146.22 | 5,283,961 | 13.36 | 13.00 | 13.20 | 49,600 | ||||||||||||||||||||||||||||||||||||
2024 |
||||||||||||||||||||||||||||||||||||||||||||||||
January |
203.14 | 191.42 | 199.61 | 4,755,621 | 151.17 | 143.31 | 148.62 | 5,742,000 | 13.70 | 13.20 | 13.55 | 32,876 | ||||||||||||||||||||||||||||||||||||
February |
216.26 | 200.99 | 214.24 | 5,879,633 | 160.29 | 149.09 | 157.79 | 7,200,462 | 14.15 | 13.38 | 13.95 | 73,791 |
Dividend Currency (Default) |
Dividend Currency (For Electing Holders) | |||
Common shares |
U.S. dollars | Canadian dollars British pounds sterling | ||
DIs (representing common shares) |
British pounds sterling | U.S. dollars Canadian dollars | ||
Series II preference shares |
Canadian dollars | N/A |
Common Shares (US$) |
Series II Preference Shares (C$) | |||||||
2021 |
||||||||
Q1 |
$ | 0.405000 | C$ | 0.105719 | ||||
Q2 |
$ | 0.405000 | C$ | 0.106894 | ||||
Q3 |
$ | 0.405000 | C$ | 0.108068 | ||||
Q4 |
$ | 0.405000 | C$ | 0.108068 | ||||
2022 |
||||||||
Q1 |
$ | 0.445000 | C$ | 0.107445 | ||||
Q2 |
$ | 0.445000 | C$ | 0.140053 | ||||
Q3 |
$ | 0.445000 | C$ | 0.203345 | ||||
Q4 |
$ | 0.445000 | C$ | 0.257159 | ||||
2023 |
||||||||
Q1 |
$ | 0.490000 | C$ | 0.285658 | ||||
Q2 |
$ | 0.490000 | C$ | 0.293631 | ||||
Q3 |
$ | 0.490000 | C$ | 0.315825 | ||||
Q4 |
$ | 0.490000 | C$ | 0.317589 | ||||
2024 |
||||||||
Q1 |
$ | 0.540000 | C$ | * | ||||
*As of the date of this annual report, our company had not yet finalized the final dividend amount for the first quarter 2024 dividend on our Series II preference shares. |
Type of Shares |
Country |
Transfer Agent/Registrar |
Location of Transfer Facilities | |||
Common shares |
Canada | Computershare Trust Company of Canada | Toronto; Montreal; Calgary; and Vancouver | |||
United States | Computershare Trust Company N.A. | Canton, Massachusetts; and Jersey City, New Jersey | ||||
United Kingdom | Computershare Investor Services PLC | Bristol, England | ||||
Depositary interests |
United Kingdom | Computershare Investor Services PLC | Bristol, England | |||
Series II preference shares |
Canada | Computershare Trust Company of Canada | Toronto |
· |
Thomson Reuters and Blackstone’s consortium are entitled to nominate three non-executive LSEG directors for as long as they hold at least 25% of the LSEG shares, two LSEG directors for as long as they hold at least 17.5% but less than 25% of the LSEG shares and one LSEG director for as long as they hold at least 10% but less than 17.5% of the LSEG shares. For so long as Thomson Reuters and Blackstone’s consortium are entitled to nominate three directors, one nominee will be a Thomson Reuters representative. |
· |
The transaction was predominantly tax deferred for our company except for $627 million that was paid in 2021. As permitted under a lock-up exception within a transaction agreement, in March 2021, Thomson Reuters sold approximately 10.1 million of its LSEG shares to generate approximately $994 million of pre-tax total net proceeds. In 2021, we paid $223 million on the sale of these shares and used the remaining after-tax proceeds to pay the $627 million of tax on the LSEG transaction. In 2023, we paid $657 million of income tax on share sales completed in 2023 as described below and the related settlement of foreign exchange contracts. |
· |
A standstill restriction applies to the entity that we jointly own with Blackstone’s consortium under which we (and the underlying investors) have agreed not to, among other matters, acquire further LSEG shares, or make a takeover offer for LSEG for designated time periods. |
· |
During a specified voting commitment period, the entity that we jointly own with Blackstone’s consortium has committed to vote its LSEG shares in line with the LSEG Board’s recommendation, subject to certain exceptions. |
· |
The entity that we jointly own with Blackstone’s consortium has agreed to a customary non-compete for three years after the closing. As of the date hereof, the non-compete has expired. |
· |
Each of LSEG and the entity that we jointly own with Blackstone’s consortium has agreed to a customary non-solicit with respect to certain officers and senior executives of the other party for a period of two years after closing. A separate agreement contains the same customary non-solicit provisions with respect to certain officers and senior executives of LSEG, on the one hand, and each of Thomson Reuters, Blackstone, GIC and CPPIB, on the other hand, for two years after closing. As of the date hereof, the non-solicit agreements have expired. |
· |
That Reuters shall at no time pass into the hands of any one interest, group or faction; |
· |
That the integrity, independence and freedom from bias of Thomson Reuters shall at all times be fully preserved; |
· |
That Reuters shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom Reuters has or may have contracts; |
· |
That Thomson Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and |
· |
That no effort shall be spared to expand, develop and adapt the news and other services and products of Thomson Reuters so as to maintain its leading position in the international news and information business. |
Name |
Country |
Director Since | ||
Kim Williams (Chairman) |
Australia | 2016 | ||
Ory Okolloh |
Kenya | 2015 | ||
Ronald G. Close |
Canada | 2016 | ||
Linda Robinson |
U.K. | 2019 | ||
Pawel Dangel |
Poland | 2020 | ||
Anne Bouverot |
France | 2021 | ||
Aiko Doden |
Japan | 2021 | ||
Murilo Portugal |
Brazil | 2022 | ||
Nikiwe Bikitsha |
South Africa | 2023 | ||
Yuen Yuen Ang |
U.S. | 2023 | ||
Stephen Toope |
Canada | 2024 | ||
Naushad Forbes |
India | 2024 | ||
Michael Froman |
U.S. | 2024 | ||
Ann Marie Lipinski |
U.S. | 2024 | ||
Sharmila Nebhrajani |
U.K. | 2024 | ||
Tim Gardam |
U.K. | 2024 |
· |
Consent for Sale of Reuters News |
· |
Business of Reuters News |
· |
News Agreement with the Data & Analytics business of LSEG |
· |
Brand License Agreements |
Subsidiary |
Jurisdiction of Incorporation/Formation | |
3276838 Nova Scotia Company |
Nova Scotia, Canada | |
Bedrijfsbeheer TRA B.V. |
The Netherlands | |
Capital Confirmation Inc. |
Delaware, United States | |
Casetext, Inc. |
Delaware, United States | |
HighQ Solutions Limited |
England | |
LiveNote Technologies Limited |
England | |
LN Holdings Limited |
Bermuda | |
Netmaster Solutions Limited |
England | |
Reuters News & Media Inc. |
Delaware, United States | |
Reuters News & Media Limited |
England | |
SurePrep, LLC |
Delaware, United States | |
Thomson Reuters (Australia) Pty Limited |
Australia | |
Thomson Reuters (Legal) Inc. |
Minnesota, United States | |
Thomson Reuters (Professional) Australia Limited |
Australia | |
Thomson Reuters (Professional) UK Limited |
England | |
Thomson Reuters (Tax & Accounting) Inc. |
Texas, United States | |
Thomson Reuters (TRI) Inc. |
Delaware, United States | |
Thomson Reuters America Corporation |
Delaware, United States | |
Thomson Reuters Brasil Conteúdo e Tecnologia Ltda |
Brazil | |
Thomson Reuters Canada Limited |
Ontario, Canada | |
Thomson Reuters Enterprise Centre GmbH |
Switzerland | |
Thomson Reuters Finance S.A. |
Luxembourg | |
Thomson Reuters Group Limited |
England | |
Thomson Reuters Holdco LLC |
Delaware, United States | |
Thomson Reuters Holdings B.V. |
The Netherlands | |
Thomson Reuters Holdings Inc. |
Delaware, United States | |
Thomson Reuters Holdings S.A. |
Luxembourg | |
Thomson Reuters Investment Holdings Limited |
England | |
Thomson Reuters MX Servicios, S.A. de D.V. |
Mexico | |
Thomson Reuters No. 4 Inc. |
Delaware, United States | |
Thomson Reuters No. 5 LLC |
Delaware, United States | |
Thomson Reuters No. 8 LLC |
Delaware, United States | |
Thomson Reuters U.S. LLC |
Delaware, United States | |
TR (2008) Limited |
England | |
TR 2023 LLC |
Delaware, United States | |
TR Finance LLC |
Delaware, United States | |
TR Holdings Limited |
Bermuda | |
TR U.S. Inc. |
Delaware, United States | |
TTC (1994) Limited |
England | |
TTC Holdings Limited |
Bermuda | |
West Publishing Corporation |
Minnesota, United States |
Page/Document | ||||
Item 1. |
Cover Page |
Cover | ||
Item 2. |
Table of Contents |
1 | ||
Item 3. |
Corporate Structure |
|||
3.1 Name, Address And Incorporation |
186 | |||
3.2 Intercorporate Relationships |
195 | |||
Item 4. |
General Development of the Business |
|||
4.1 Three Year History |
3 | |||
4.2 Significant Acquisitions |
11, 41 | |||
Item 5. |
Describe the Business |
|||
5.1 General |
2-18 | |||
5.2 Risk Factors |
19-35 | |||
5.3 Companies With Asset-Backed Securities Outstanding |
N/A | |||
5.4 Companies With Mineral Projects |
N/A | |||
5.5 Companies With Oil And Gas Activities |
N/A | |||
Item 6. |
Dividends |
188-189 | ||
Item 7. |
Description of Capital Structure |
|||
7.1 General Description Of Capital Structure |
186-187 | |||
7.2 Constraints |
N/A | |||
7.3 Ratings |
190 | |||
Item 8. |
Market for Securities |
|||
8.1 Trading Price And Volume |
187 | |||
8.2 Prior Sales |
N/A | |||
Item 9. |
Escrowed Securities and Securities Subject to Contractual Restriction on Transfer |
N/A | ||
Item 10. |
Directors and Officers |
|||
10.1 Name, Occupation And Security Holding |
173-185 | |||
10.2 Cease Trade Orders, Bankruptcies, Penalties Or Sanctions |
197 | |||
10.3 Conflicts Of Interest |
N/A | |||
Item 11. |
Promoters |
N/A | ||
Item 12. |
Legal Proceedings and Regulatory Actions |
|||
12.1 Legal Proceedings |
63 | |||
12.2 Regulatory Actions |
63 |
Page/Document | ||||
Item 13. |
Interest of Management and Others in Material Transactions |
68-69 | ||
Item 14. |
Transfer Agents and Registrars |
189 | ||
Item 15. |
Material Contracts |
191-194 | ||
Item 16. |
Interest of Experts |
|||
16.1 Names Of Experts |
196 | |||
16.2 Interests Of Experts |
196 | |||
Item 17. |
Additional Information |
197 | ||
Item 18. |
Additional Disclosure for Companies Not Sending Information Circulars |
N/A |
Page/Document | ||
Annual Information Form |
See AIF Table | |
Audited Annual Financial Statements |
100-172 | |
Management’s Discussion And Analysis |
36-99 | |
Disclosure Controls And Procedures |
71 | |
Internal Control Over Financial Reporting |
||
a. Changes In Internal Controls Over Financial Reporting |
71 | |
b. Management’s Report On Internal Control Over Financial Reporting |
100 | |
c. Independent Auditor’s Report On Internal Control Over Financial Reporting |
101-102 | |
Notice Pursuant To Regulation BTR |
N/A | |
Audit Committee Financial Expert |
180 | |
Code Of Ethics |
185 | |
Principal Accountant Fees And Services |
181 | |
Off-Balance Sheet Arrangements |
62 | |
Material Cash Requirements |
55,56,62 | |
Identification Of The Audit Committee |
180 | |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
N/A |
THOMSON REUTERS 19 Duncan Street Toronto, Ontario M5H 3H1 Canada tel: +1 647 480 7000 tr.com |
![]() |
Exhibit 99.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Annual Report on Form 40-F for the year ended December 31, 2023 of Thomson Reuters Corporation of our report dated March 7, 2024 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Exhibit 99.1, which is incorporated by reference in this Annual Report on Form 40-F.
We also consent to the incorporation by reference in the Registration Statements on Form F-10 (No. 333-265525), Form S-8 (Nos. 333-218186, 333-188914, 333-126782, 333-135721, 333-152029, 333-162035) and Form F-3 (No. 333-150560) of Thomson Reuters Corporation and the Registration Statement on Form F-3 (No. 333-265541) of TR Finance LLC of our report dated March 7, 2024 referred to above. We also consent to the reference to us under the heading Interests of Experts, which appears in Exhibit 99.1, which is incorporated by reference in this Annual Report on Form 40-F.
New York, New York
March 7, 2024
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:
1. | I have reviewed this annual report on Form 40-F of Thomson Reuters Corporation; |
2. | 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; |
3. | 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 issuer as of, and for, the periods presented in this report; |
4. | The issuers other certifying officer(s) 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 issuer and have: |
a) | 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 issuer, 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; |
b) | 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; |
c) | Evaluated the effectiveness of the issuers 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 |
d) | Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial reporting; and |
5. | The issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions): |
a) | 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 issuers ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal control over financial reporting. |
Date: March 7, 2024
/s/ Steve Hasker |
Steve Hasker |
President and Chief Executive Officer |
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:
1. | I have reviewed this annual report on Form 40-F of Thomson Reuters Corporation; |
2. | 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; |
3. | 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 issuer as of, and for, the periods presented in this report; |
4. | The issuers other certifying officer(s) 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 issuer and have: |
a) | 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 issuer, 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; |
b) | 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; |
c) | Evaluated the effectiveness of the issuers 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 |
d) | Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial reporting; and |
5. | The issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions): |
(a) | 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 issuers ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal control over financial reporting. |
Date: March 7, 2024
/s/ Michael Eastwood |
Michael Eastwood |
Chief Financial Officer |
Exhibit 99.5
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Steve Hasker, President and Chief Executive Officer of Thomson Reuters Corporation (the Company), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
a) The Companys Annual Report on Form 40-F for the year ended December 31, 2023 (the Form 40-F) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
b) The information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 7, 2024
By: |
/s/ Steve Hasker | |
Steve Hasker | ||
President and Chief Executive Officer |
Exhibit 99.6
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Eastwood, Chief Financial Officer of Thomson Reuters Corporation (the Company), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
a) The Companys Annual Report on Form 40-F for the year ended December 31, 2023 (the Form 40-F) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
b) The information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 7, 2024
By: | /s/ Michael Eastwood | |
Michael Eastwood | ||
Chief Financial Officer |
Exhibit 99.7
Table of contents
2 |
Message from CEO Steve Hasker |
5 | |||
Trust matters |
6 | |||
The Trust Principles |
6 | |||
Our Culture |
7 | |||
Purpose |
7 | |||
Mindsets and behaviors |
7 | |||
A global Code |
8 | |||
Waivers |
9 | |||
Our responsibilities |
10 | |||
Accountability for everyone |
10 | |||
Responsibilities of leaders and managers |
10 | |||
Making ethical decisions |
11 | |||
Speaking up and seeking help |
12 | |||
Anonymity and confidentiality |
12 | |||
Retaliation is prohibited |
13 | |||
Investigations |
13 | |||
Fair process and disciplinary action |
13 | |||
Trust matters for our people |
14 | |||
Providing equal opportunities |
15 | |||
Fostering a respectful workplace |
16 | |||
Anti-discrimination |
16 | |||
Harassment and bullying |
17 | |||
Speaking up for safe workplaces |
18 | |||
Embracing diversity and inclusion |
19 | |||
Diversity |
19 | |||
Keeping workplaces safe, secure and healthy |
20 | |||
Health and safety |
20 | |||
Security |
20 | |||
Threats, workplace violence and weapons |
20 | |||
Drugs and alcohol |
22 | |||
Trust matters in our marketplace |
23 | |||
Recognizing and avoiding conflicts of interest |
24 | |||
Relatives and friends |
24 | |||
Corporate opportunities |
26 | |||
Outside employment |
26 | |||
Practicing law on behalf of Thomson Reuters |
26 | |||
Joining the Board of another company |
27 | |||
Organizational conflicts of interest |
27 | |||
Dealing fairly and honestly |
28 | |||
Fair dealing |
28 | |||
Competition and antitrust |
28 | |||
Working in our global markets |
30 | |||
Anti-bribery and anti-corruption |
30 | |||
Gifts and entertainment |
32 | |||
Sanctions, embargoes and export controls |
34 | |||
Anti-money laundering |
35 |
Trust matters in our assets and information | 37 | |||
Respecting our intellectual property and that of others |
38 | |||
Intellectual property of others |
39 | |||
Competitive intelligence |
40 | |||
Protecting confidential information and data privacy |
42 | |||
Confidential information |
42 | |||
Data protection and privacy |
43 | |||
Using and protecting our confidential information and other data |
44 | |||
Insider trading |
45 | |||
Using information and communications systems responsibly |
46 | |||
Safeguarding our assets |
48 | |||
Trust matters in our controls |
49 | |||
Accurate financial records |
50 | |||
Tax payments and records |
51 | |||
Raising concerns |
51 | |||
Managing our records |
52 | |||
Contract authorization |
54 | |||
The media and using social media responsibly |
56 | |||
Media appearances and public speaking |
56 | |||
Social media |
56 | |||
Trust matters in our communities |
59 | |||
Being a responsible global corporate citizen |
60 | |||
Human rights |
60 | |||
Environmental responsibility |
61 | |||
Responsible sourcing and the Supply Chain Ethical Code |
61 | |||
Contributing to our communities |
62 | |||
Participating in the political process |
64 | |||
Lobbying |
64 | |||
Independence from foreign government interests |
65 | |||
Personal political activity |
65 | |||
Seek Help: Helpful contact information |
66 | |||
Legal notice |
67 |
Table of contents | 3 |
4 | This page intentionally left blank. |
Message from CEO Steve Hasker
|
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Dear Colleagues,
Thomson Reuters continues to evolve to become the leading content-driven technology company, informing the way forward for professionals around the globe.
As we grow and progress, one thing must remain constant our commitment to operating with the highest standards of ethics and integrity. We each uphold the standards of our Trust Principles integrity, independence and freedom from bias. Just as we help our customers pursue justice, truth and transparency, we must treat our employees in the same regard. Trust is our most valuable asset and we must work diligently to protect it. The Thomson Reuters Code of Business Conduct and Ethics sets forth the high ethical standards for how we operate as a company. It applies to all directors, officers, employees, and contingent workers. It is your obligation to familiarize yourself with the Code. Its principles will serve as a guide when you encounter ethical questions throughout your career.
If you suspect misconduct, you can report it without fear of retaliation to your supervisor, HR, the ethics hotline or our Chief Compliance Officer.
Thank you for acting with integrity in every action, every day.
![]() |
Steve Hasker |
President and CEO |
Thomson Reuters |
Message from CEO Steve Hasker | 5 |
Trust matters
Thomson Reuters is built on a legacy of integrity and performance. For more than 150 years, we have delivered vital information and expertise that empowers customers all over the world. We use our many strengths to fulfill this purpose. However, if there is one single quality that binds, empowers and defines us more than any other, it is Trust.
Together with our customers, we help inform the way forward. They depend on each of us and we depend on each other. We can nurture and continue to earn this Trust, or damage it, through the actions we take and decisions we make every day as individuals and as a team.
We understand how our actions impact others and therefore, we strive to do the right thing for the right reasons to generate the right outcome and make a positive difference for our customers, our shareholders and the communities where we do business.
When we rely on our values to consistently guide us, we ensure that Thomson Reuters lives up to the high expectations of customers and partners, paving the way for innovation, growth and continued success.
This Code of Business Conduct and Ethics is both a reflection and an extension of our values. It explains who Thomson Reuters is and what we stand for and it reinforces what our partners, colleagues and customers have always known: Trust Matters.
The Trust Principles
In observing this Code, we each must remember that the Thomson Reuters Trust Principles guide our behavior as individual employees and apply to everyone at Thomson Reuters. These principles are an asset that distinguishes Thomson Reuters, connects our content and serves as the foundation for the trusted answers that our customers need. The Principles are:
1. | That Reuters shall at no time pass into the hands of any one interest, group or faction; |
2. | That the integrity, independence and freedom from bias of Thomson Reuters shall at all times be fully preserved; |
3. | That Reuters shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom Reuters has or may have contracts; |
4. | That Thomson Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and |
5. | That no effort shall be spared to expand, develop and adapt the news and other services and products of Thomson Reuters so as to maintain its leading position in the international news and information business. |
The Trust Principles
6 | Trust matters |
Our culture
Purpose
Our company purpose is to Inform the Way Forward, which reflects our commitment to serve professionals, advance critical institutions and build trust through our products and with our actions.
Purpose is the reason why an organization exists beyond making a profit. It unites our commercial value and societal impact. It is an idea that infuses how we think, and everything we do as a business. Purpose defines our core reason for being and the positive impact we have on the world. It shapes our strategy, inspires our people, engages our customers and community, steers choices at moments of truth and is fully embedded in our culture.
Our products and business are central to how we Inform the Way Forward. They are how we power the most informed professionals in the world. With our customers, we increase knowledge, act with courage and integrity and pursue justice, truth and transparency ideals on which progress is built, and value is created.
Purpose Inform the Way Forward
Mindsets and behaviors
The Thomson Reuters Mindsets & Behaviors articulate the core mindsets (how we think) and behaviors (how we act) that will drive our business forward and ensure we deliver for our customers. They are the common, consistent and prioritized mindsets and behaviors that will make us collectively successful.
Mindsets and behaviors
Our Culture | 7 |
A global Code
With thousands of employees around the world, Thomson Reuters operates under a wide variety of laws
and regulations. At times, we tailor our decisions and actions to specific facts and situations. Still, regardless of where we operate, our values and principles will not change. This Code underscores those values and principles while also providing
a practical resource to check policies, guide decisions and help employees and others understand when and how to Seek Help.
By living our values and following the Code, we each can help spark innovation, build partnerships and drive performance. Our values and this Code help guide how we engage with our customers, our business partners (such as vendors, suppliers, agents, etc.), our colleagues and the communities where we work and live.
Reuters journalists |
Because of the nature of their jobs, Reuters journalists have policies that, in some
cases, are more restrictive than the companys general policies (such as those relating to personal political activity) and, in some cases, may be less restrictive (such as reporting on what a third party might view as confidential). Reuters
journalists should review the Handbook of Journalism and Seek Help
|
The Code applies to all employees, officers and directors of Thomson Reuters Corporation and our majority-owned or controlled subsidiaries, as well as to consultants, contractors, temporary employees and agents performing services for us or on our behalf (such as our business partners). Any third parties acting for or on behalf of Thomson Reuters should be made aware of their obligation to comply with the Code.
The Code applies in every country where we do business. If
there is ever a conflict between this Code and local laws and/or supplemental policies that apply to our job, we must comply with the most restrictive requirement. Each section of the Code contains a statement of principle and an explanation of why
it matters, along with specific actions to take and resources for assistance. If any of us have questions about how the Code might apply, we should Seek Help.
Regulated entities |
Regulated entities within Thomson Reuters may have their own policies and procedures
that apply to staff acting on their behalf. These policies always take precedence over Thomson Reuters policies addressing the same topic. Seek Help
|
8 | A global Code |
Waivers
In the unusual circumstance that you believe you may need a waiver of particular provisions of the Code, you should contact the Chief Legal Officer of Thomson Reuters. Any waiver for executive officers or directors may be granted only by the Thomson Reuters Board of Directors or a Board committee and will be disclosed by Thomson Reuters to the extent required by law, regulation or stock exchange requirement.
A global Code | 9 |
Our responsibilities
Accountability for everyone
All Thomson Reuters employees have an obligation to hold themselves and each other to the policies and high ethical standards described in this
Code. This means we each are expected to read and understand the Code, as well as any supplemental materials that might apply to us, and act accordingly. If you are unsure about any part of the Code or supplemental materials, or how to access them,
then please Seek Help.
We are all expected to:
· | Learn about, understand and comply with the laws, rules, regulations and policies that apply to our specific positions |
· | Seek Help
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· | Speak up if we see or suspect unethical behavior or a violation whether of laws, policies or this Code |
· | Complete mandatory compliance training |
· | Respect local customs of countries where we do business, as long as doing so does not violate laws or this Code |
· | Acknowledge on the Intranet
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Disciplinary action, up to and including termination and/or legal proceedings, may result from any failure to comply with laws, rules or regulations that apply to each of us; our Code; or any other Thomson Reuters policy or requirement.
Responsibilities of leaders and managers
Leaders including managers and supervisors at Thomson Reuters are expected to hold themselves to the same high standards that they demand of their teams. Leaders play an essential role in building a culture of transparency, open communication and trust that extends from colleagues to customers to external business partners. To help achieve this, leaders should:
· | Live our values every day |
· | Listen and take action when team members raise concerns whether big or small |
· | Be knowledgeable about the laws, rules, regulations and policies that apply to their teams |
· | Personally handle or escalate compliance issues appropriately |
· | Highlight and recognize decisions that honor our values and long-term success over short-term gain |
· | Demonstrate accountability and a willingness to listen to all points of view |
· | Make time to discuss the importance of ethics and compliance regularly with their teams |
· | Encourage colleagues and others to contact their manager, Human Resources, a company lawyer who supports your business or function (referred to as a company lawyer throughout this Code) or the Enterprise Compliance team for help when issues or questions arise and to be timely and candid in reporting any unethical or illegal conduct or compliance issues |
10 | Our responsibilities |
Making ethical decisions
Even those of us who are very familiar with our values, this Code and our policies may
find ourselves in situations where we are unsure of what course to take. In such cases, we can Seek Help.
Before moving forward, ask these questions:
Making ethical decisions | 11 |
Speaking up and seeking help
We all have an obligation to speak up to report unethical or illegal conduct or if we reasonably
believe that a violation of this Code has occurred. Our willingness to Seek Help
and to accurately and truthfully describe the situation in a timely manner is of the utmost importance. Thomson Reuters values open communication.
You are encouraged to ask questions and Seek Help
whenever you have a concern. Speak up even if you are not sure something problematic has occurred. You have several options for doing so: your manager, Human Resources, a company lawyer, the Enterprise Compliance
team or the Business Conduct and Ethics Hotline.
Reporting fraud or suspected fraud
|
Report suspected fraudulent activities by current or former employees, directors,
officers, contractors or third parties to Internal Audit. In addition, attempts to inappropriately influence external auditors should be reported to Internal Audit. Seek Help
|
Anonymity and confidentiality
There may be times when you are not comfortable contacting your manager directly about an issue (for example, if the issue concerns your manager), you can contact the Business Conduct and Ethics Hotline by logging on to
https://www.compliance-hotline.com/
ThomsonReuters.jsp
where you will find instructions for reporting via phone or the website.
The Hotline is managed by an independent third party and it is available to you 24/7. You may submit a report anonymously if you choose. After reporting your question or concern, you will be able to check back in and receive status updates regarding your submission. Confidentiality will be maintained to the fullest extent possible, and information will be shared only on a need-to-know basis.
In certain countries, local laws and regulations restrict the types of reports that can be made through the Ethics Hotline or may require consent
to disclose your identity. If you are in such a country and attempting to make a report, Seek Help.
You can also visit the Hotline information on the Intranet
..
Nothing in the Code prohibits you from reporting potential violations of law to, or participating in an investigation conducted by national, federal, state or local government agency.
12 | Speaking up and seeking help |
Retaliation is prohibited
Thomson Reuters prohibits retaliation against anyone who makes an inquiry or reports an allegation in good faith or who truthfully participates in
an investigation. Good faith does not mean you have to be right or have incontrovertible proof it just means you have to have a reasonable belief in the truth and accuracy of what youre reporting. If you know or suspect
someone is retaliating or are aware of plans to retaliate against you or someone else, Seek Help.
Investigations
Investigations will be conducted promptly and thoroughly, and confidentiality will be maintained to the fullest extent possible.
Information regarding complaints and reports will be maintained by the Human Resources, Legal or Internal Audit departments, as appropriate. The applicable department will maintain records of any such reports or complaints, tracking their receipt, investigation, and resolution.
Fair process and disciplinary action
All reasonable efforts will be made to determine the relevant facts behind any reported violation and bring the investigation to a timely conclusion. Any employee who becomes involved in an investigation is obligated to cooperate.
Failing to cooperate with an investigation may result in disciplinary action, up to and including termination and/or legal proceedings. Failure to cooperate includes:
· | Knowingly providing false or misleading information |
· | Refusing to be available for a meeting or discussion during an investigation |
· | Knowingly withholding, destroying or deleting pertinent information |
Speaking up and seeking help | 13 |
14 |
Providing equal opportunities
We are trusted to . . .
promote equal employment and provide reasonable accommodations for qualified individuals.
We are committed to complying with applicable laws, rules and regulations governing nondiscrimination wherever we do business and
providing equal employment opportunities with regard to hiring, compensation, promotion, classification, training, apprenticeship, referral for employment and other terms of employment for all persons without regard to the classifications listed in
the Anti-discrimination section.
We also make reasonable accommodations for qualified individuals with disabilities and for colleagues with sincerely held religious beliefs. For these purposes, a reasonable accommodation is a modification or adjustment to job duties or the work environment that enables an employee to perform the essential functions of the job while not putting undue hardship on Thomson
Reuters. Contact your manager or Human Resources if you believe you require an accommodation to perform the essential functions of your position, need a religious accommodation or have questions.
Workplace Policies on the Intranet
Providing equal opportunities | 15 |
Fostering a respectful workplace
We are trusted to . . .
actively foster a work environment where everyone is treated with dignity and respect.
Why it matters
When discrimination, harassment and bullying are allowed to take root in a workplace, they inhibit communication and damage productivity. They run counter to every one of our values: trust, innovation, partnership and performance. We cannot properly share ideas and concerns or work together as a team if any member of our team or partnership feels targeted or unsafe. Additionally, these types of acts may leave us vulnerable (as individuals and as a company) to fines, lawsuits and civil or even criminal proceedings.
By putting a premium on fairness, equality, respect and dignity and not allowing discrimination, harassment and bullying, everyone who enters our workplaces should feel protected and empowered to achieve their full potential.
How we deliver
Anti-discrimination
We do not tolerate discrimination. This means we do not allow unequal treatment on the basis of:
· | Race, color or ethnicity |
· | Religion |
· | Sex or gender |
· | Pregnancy |
· | Gender identity or expression |
· | Sexual orientation |
· | Age |
· | Marital status |
· | National origin |
· | Citizenship status |
· | Disability |
· | Veteran status |
· | Any other classification protected by applicable laws or regulations |
16 | Fostering a respectful workplace |
Harassment and bullying
We also do not tolerate harassment of any kind at our workplaces, including sexual harassment and bullying. We support dignity in the workplace without regard for whether the person engaging in the conduct or the recipient is an employee, manager, vendor, supplier, customer, contractor, consultant or visitor.
This means we do not allow conduct that:
· | Has the purpose or effect of creating an intimidating, hostile or offensive work environment or otherwise adversely affects an individuals employment opportunities |
· | Explicitly or implicitly links submission to sexual conduct as a term or condition of employment or promotion decisions |
Thomson Reuters will not tolerate discrimination, harassment or bullying in the workplace. Even if local law does not explicitly prohibit these acts, we hold our employees to a higher standard.
Examples of harassment and bullying
|
Examples of harassment can include:
|
· Slurs, disparaging remarks, off-color jokes, insults, vulgar language, epithets and teasing
|
· Displaying offensive posters, symbols, cartoons, drawings, computer images or e-mails
|
Examples of sexual harassment can include:
|
· Unwelcome propositions, demands or advances of a sexual nature
|
· Unwelcome physical contact such as hugging, kissing, grabbing, pinching, patting or brushing up against someone
|
· Unwelcome and inappropriate remarks about someones body or appearance, sexual gestures or comments or unwanted verbal or physical interactions of a sexual nature
|
· Unwelcome vulgar or obscene gestures, language, or comments
|
Examples of bullying can include:
|
· Humiliation, threats or abuse
|
· Aggressive behavior
|
· Teasing or practical jokes
|
· Pressuring someone to do something against his or her will
|
Fostering a respectful workplace | 17 |
Speaking up for safe workplaces
If you witness inappropriate conduct in the workplace, speak up and do not look the other way, regardless of whether the individual who engaged in
the behavior is a manager, vendor, supplier, customer, contractor, consultant or visitor. If you are comfortable addressing the behavior directly with the individual who engaged in it, you may. However, you are not required to do so. In any event,
you should contact the Human Resources department or Seek Help
(and contact the Security Operations Center (SOC)
if you believe the particular situation may require their involvement).
Thomson Reuters will take prompt and appropriate action if it determines that a violation of this policy occurs, which may result in disciplinary action, up to and including termination of employment.
Managers
|
We hold managers (which include supervisors) to an even higher standard and require them to raise or address any inappropriate conduct they learn of in the workplace, even if they are aware of it indirectly or have not received a specific complaint about the behavior.
|
18 | Fostering a respectful workplace |
Embracing diversity and inclusion
We are trusted to . . .
foster an inclusive workplace and a diverse workforce that reflects the wide variety of customers and communities we serve.
Why it matters
We work best in partnership. When our workforce has an extensive range of skills, expertise and experiences, it enhances our abilities as colleagues to partner with each other and with our customers. The more perspectives we can provide, the more potential there is for innovation. The more that all employees feel valued and free to reach their full potential, the more trust can develop among all of us.
In short, a commitment to diversity and inclusion not only honors our values but also fuels our competitive edge in the global marketplace.
How we deliver
Diversity
We foster an inclusive workplace where all colleagues are valued and have the opportunity to reach their full potential.
We embrace diversity of all kinds including in thought, experience and style. We know this drives innovation and delivers a competitive advantage.
Global Diversity & Inclusion on the Intranet
Embracing diversity and inclusion | 19 |
Keeping workplaces safe, secure and healthy
We are trusted to . . .
ensure a work environment where health, safety and security are paramount.
Why it matters
A safe and healthy workplace not only protects us from harm but also builds trust, prevents costly accidents and enhances the companys reputation as a responsible corporate citizen.
How we deliver
Health and safety
To prevent dangerous conditions in our workplaces and protect our colleagues, vendors, suppliers, customers, and visitors, we:
· | Comply with both the letter and the spirit of all applicable occupational and environmental health and safety laws |
· | Understand and follow all safety policies and procedures |
· | Take any mandatory or on-the-job training that improves our ability to safely perform job responsibilities and use company equipment |
· | Know how to safely and legally handle and dispose of hazardous materials |
· | Require that all contractors, vendors and colleagues abide by safety regulations |
· | Identify potential safety violations and take action to remedy these situations |
· | Maintain accurate and up-to-date safety records |
Security
We do our part to ensure the security of our workplaces by:
· | Following all required security procedures and access controls in our facilities |
· | Speaking up when we see something that seems suspicious or threatening |
· | Participating in safety-related drills and preparations |
Threats, workplace violence and weapons
We do not tolerate acts or threats of violence, intimidation or hostility in our workplace, whether directed at colleagues, vendors, suppliers, customers, or visitors. We also do not allow:
· | Weapons or hazardous devices at any facilities leased or owned by Thomson Reuters, at Thomson Reuters sponsored functions, or on company business unless legally allowed and cleared with prior written approval from the Global/Regional Head of Security |
· | Behavior that injures or is likely to injure another person |
· | The making or sending of harassing or threatening statements (regardless of how these messages are delivered) |
20 | Keeping workplaces safe, secure and healthy |
· | Behavior that damages or is likely to damage property |
· | Stalking or surveillance of another person |
· | Committing or threatening to commit violent acts |
This policy
may extend to activities outside of work if they adversely affect the companys reputation or interests or the safety of our employees. If you feel someone is being threatened or subjected to violence, are concerned that someone may cause harm
to him or herself or see something suspicious, move out of harms way, call the local police, follow the instructions of emergency authorities and call the SOC and Human Resources
.. If there is a life-threatening emergency, contact the local police or emergency services first, then the SOC and Human Resources.
TR Corporate Security Incident Report Form
Global Security on the Intranet
Workplace Violence Prevention Policy on Workday
Keeping workplaces safe, secure and healthy | 21 |
Drugs and alcohol
Drugs and alcohol can be a danger to everyone in the workplace. Thomson Reuters does not allow the possession, use, purchase, sale, attempted sale, distribution, manufacturing or being under the influence of illegal drugs in its workplaces. We also do not allow the abuse or misuse of alcohol, prescription drugs or other impairing substances in the workplace, whether your workplace is in the office or remote working, or when conducting company business.
This means we:
· | Do not report for work while impaired by drugs or alcohol |
· | Do not possess or consume alcohol on Thomson Reuters premises or while working without specific prior authorization from Thomson Reuters |
· | Use good judgment when consuming alcohol at an event sponsored by Thomson Reuters, a customer or an organization that were supporting |
Employees in violation of this policy will be subject to disciplinary action, up to and including termination. Violations also could lead to arrest and prosecution by law enforcement if such violations involve illicit drugs or other illegal activities. Where permissible by law,
Thomson Reuters reserves the right to take appropriate steps to investigate compliance with this policy, including but not limited to drug and/or alcohol testing by qualified medical professionals and searches in the workplace.
If you believe someone in the workplace may have an issue with substance abuse or may be impaired, contact your manager or Human Resources.
22 | Keeping workplaces safe, secure and healthy |
23 |
Recognizing and avoiding conflicts of interest
We are trusted to . . .
act in the best interests of Thomson Reuters and avoid situations that even appear to compromise our judgment.
Why it matters
A conflict of interest may arise whenever our personal interests as individuals interfere, or appear to interfere, with the interests of the company. Conflicts of interest also can arise if we take actions or have interests that may make it difficult for us to do our jobs objectively and effectively. If broken, the bonds of trust that we have developed over time with customers and partners can be difficult to rebuild. By knowing how to recognize and disclose or avoid potential conflicts, we protect our reputation and our ability to do business effectively.
How we deliver
We avoid real or perceived conflicts of interest at all times. This means we:
· | Take responsibility for identifying situations that could compromise or appear to compromise our judgment |
· | Seek Help
![]() |
· | Disclose any potential conflicts in writing to the appropriate manager or to Human Resources to resolve the conflict and/or pre-clear it in writing with the Enterprise Compliance team and act consistently with whatever decision is made |
· | Put the companys interest in any business transaction ahead of any personal interest or gain |
Keep in mind that not all conflicts are prohibited. Some conflicts of interest are permissible if they are disclosed and approved. Below are some of the more common areas where conflicts arise.
Relatives and friends
A conflict can arise if you or someone with whom you have a close relationship receives improper personal benefits (such as cash, gifts, entertainment, services, discounts, loans or guarantees) or is selected by Thomson Reuters as a supplier, consultant or business partner as a result of your position at Thomson Reuters.
We each must avoid putting ourselves in positions where the interests of those with whom we have a close relationship could improperly influence our decisions.
This means we avoid:
· | Directly or indirectly supervising colleagues with whom we have a close relationship |
· | Taking part in hiring or promoting those with whom we have a close relationship or influencing their compensation, benefits or opportunities if they work at the company |
· | Participating in transactions between Thomson Reuters and businesses that are owned by or that employ someone with whom we have a close relationship. It may be a conflict of interest if you or someone with whom you have a close relationship owns more than 1% of a customer, supplier or competitor |
24 | Recognizing and avoiding conflicts of interest |
Recognizing and avoiding conflicts of interest | 25 |
Corporate opportunities
We may not take for ourselves any opportunity that was created or discovered through the use of company property, information or other resources or through our position at the company. This means we:
· | Use company property, company information and our position only to advance the companys interests and not for personal gain |
· | Recognize when a product, service, invention or business connection might be of interest to Thomson Reuters and communicate it to the company |
Outside employment
We take on outside employment only if it does not interfere with our judgment or ability to perform our job duties at Thomson Reuters. Disclosing outside employment to your manager or the Enterprise Compliance team is required and important to ensure that your position does not interfere or conflict with your role at TR or our work with a partner or customer. This means that while working for Thomson Reuters, we each:
· | Ensure our employment or engagement with another company does not affect our work at Thomson Reuters |
· | Do not accept work if it would cause us to improperly disclose the companys confidential or proprietary information |
· | Do not compete with Thomson Reuters or work for our competitors |
· | Do not use company resources or time to perform work for second jobs, personal businesses, board memberships or civic positions |
Practicing law on behalf of Thomson Reuters
Thomson Reuters employs many individuals with law degrees who also may be licensed to practice law. It is important to remember that only company lawyers in the General Counsels Office (GCO) or those who are working at the direction and under the supervision of the GCO, may practice law or provide legal advice on behalf of Thomson Reuters.
This means that while working at Thomson Reuters, employees and contractors who do not meet the above criteria may not, among other things:
· | Establish an attorney-client relationship on behalf of Thomson Reuters |
· | Provide legal advice or guidance where specialized legal skills are required, such that there is an implicit representation of authority or competence to practice law |
· | Hold themselves out as a company lawyer, which means to indicate in any manner to any other person that they are competent, authorized or available to practice law on behalf of the company |
If you are unsure if you meet the criteria to practice law on behalf of Thomson Reuters, please contact the Enterprise Compliance team.
26 | Recognizing and avoiding conflicts of interest |
Joining the Board of another company
Employees are permitted to serve on the board of private family businesses and other organizations that have no relation to Thomson Reuters or our businesses. Employees must receive approval from the Enterprise Compliance team before accepting an appointment to the board of any organization whose interests may conflict with Thomson Reuters interests. No employee may serve as a director of another publicly traded company unless youve received approval from the Thomson Reuters Chief Compliance Officer.
Organizational conflicts of interest
When dealing with the government, we avoid situations that might give Thomson Reuters an unfair competitive advantage or that could affect our ability to perform work objectively as individuals. This means we:
· | Follow all requirements of the Federal Acquisition Regulation (FAR) in the United States and similar regulations in all the other countries where we do business |
· | Work in good faith to address and resolve any claims of organizational conflicts of interest |
Remember that many conflicts or potential conflicts can actually be resolved if they are properly disclosed in a timely manner. Refer to Making
Ethical Decisions
for guidance in handling potential conflicts of interest, and Seek Help
if you are ever unsure about a potential conflict.
Recognizing and avoiding conflicts of interest | 27 |
Dealing fairly and honestly
We are trusted to . . .
compete vigorously, fairly and openly.
Why it matters
Anti-competitive practices harm customers and distort markets. These practices severely damage our relationships with customers and partners by eroding their foundational trust. Competition and antitrust laws prohibit making agreements with competitors, customers, suppliers or other third parties that limit competition. Even though competition laws are complex and dynamic, we are expected to know the law in this area. If we fail to act lawfully, we can hurt the companys reputation and leave Thomson Reuters and ourselves open to the potential of substantial fines and even criminal prosecution.
How we deliver
Fair dealing
We treat our competitors, customers, suppliers, partners and security holders with fairness and respect.
This means we:
· | Comply with the letter and spirit of applicable laws |
· | Recommend only products, services and solutions that we believe are the proper fit for each customers needs |
· | Remain transparent and forthright in all contracting |
· | Award contracts based on merit and clearly defined benchmarks |
· | Provide accurate and timely documentation |
· | Deliver on what we promise |
· | Are honest and accurate in advertising and marketing claims, avoiding exaggeration, misrepresentation, and ambiguity |
· | Take special care when making comparative claims and do not disparage or unfairly criticize a competitors products or services |
· | Do not gather competitive intelligence in unlawful or unethical ways (see Competitive Intelligence
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Competition and antitrust
We abide by all competition and antitrust laws that apply to us, avoiding situations that could put us at risk of even appearing to violate these laws. This means we do not engage in discussions with competitors to:
· | Fix prices |
· | Divide sales opportunities or territories |
· | Agree not to solicit each others customers |
· | Boycott or refuse to sell a particular product to a certain customer, supplier or vendor |
· | Rig bids |
· | Share confidential information about pricing, profits, costs, sale terms, credit terms, customers, discounts, promotions, marketing or strategic plans, mergers and acquisitions or any other sensitive information |
Because competition and antitrust laws are so complex and there are some exceptions and variations from country to country, you should consult the Enterprise Compliance team before taking any action that might be considered anti-competitive.
28 | Dealing fairly and honestly |
Refer to Legal and Compliance on the Intranet
for the Competitive Intelligence Policy, Competition Guidelines, Creating Better Documents, Competing Fairly Summary Flyer and others.
Dealing fairly and honestly | 29 |
Working in our global markets
We are trusted to . . .
act as responsible citizens in the global marketplace, relying on our performance and innovation, not on bribes or other corrupt practices, to earn business.
Why it matters
Bribes, corruption and illegal payments all have a deeply damaging impact on our society. They can harm economies, destabilize governments and undermine public trust. These types of actions can result in Thomson Reuters being prohibited from bidding on contracts. In addition, they can result in both personal and company fines and even imprisonment. As a team of thousands of professionals working around the world, we have both the power and the obligation to fight bribery and corruption wherever we encounter it. By embracing this responsibility with the business partners with whom we engage on a daily basis, we continue to bolster the reputation of Thomson Reuters. We also protect the communities where we work and help level the playing field, as we should win on the merits of our performance as individuals and as a company.
How we deliver
Anti-bribery and anti-corruption
We do not tolerate bribery or corruption in any form. This policy applies to both the public and private sectors. We take reasonable steps to ensure business partners we hire do not engage in illegal or unethical actions when acting on our behalf. We expect all Thomson Reuters business partners to meet these standards, understanding that we can be held liable for their actions, which good or bad reflect on the company. This means we:
· | Do not offer or accept bribes or kickbacks |
· | Do not make facilitation or grease payments, even if they are legal in the country where requested |
· | Report it to our manager and the Enterprise Compliance team if we are offered a bribe, asked for a bribe or asked to make a facilitation payment |
· | Offer or accept only reasonable hospitality and business expenses |
· | Record all payments and receipts honestly and accurately |
· | Carry out a level of due diligence appropriate to the risk before we engage business partners |
30 | Working in our global markets |
· | Communicate our Anti-Bribery & Anti-Corruption Policy to business partners at the outset of our business relationship and as appropriate thereafter |
· | Watch out for red flags, including vague descriptions of payments or services, payment requests in exchange for approvals or signs of over-invoicing or false invoicing |
· | Mitigate or terminate business relationships as appropriate if we learn that a business partner may have violated our standards |
· | Report any known or suspected violations or concerns |
If you
have any questions about bribery or corruption, Seek Help.
Anti-Bribery & Anti-Corruption Policy
Managing Sales and Government Business Partners Policy on the Intranet
Identifying government officials
Our policy on bribery and corruption applies to both the public and private sectors. However, dealing with government officials poses a particularly high risk due to the strict rules and regulations that often apply to giving anything of value to a government official. Some government officials are easy to identify, but others may not be. Government officials can include:
· Elected officials
· Law enforcement officers
· Customs officials
· Inspectors
· Employees at government facilities
· Military personnel and support teams
· Public utility employees
· Employees of state-owned or controlled entities, such as some oil firms, universities and media companies
|
Working in our global markets | 31 |
The many forms of bribery
Bribes can take the form of anything of value being offered or given in exchange for, or as a reward for, favorable treatment. There are many business interactions that can go from legitimate to corrupt when motivated by an intention to obtain favorable treatment, including providing or accepting:
· Cash (or cash equivalents such as shares)
· Facilitation payments
· Unreasonable gifts, entertainment or hospitality
· Unexplained or excessive rebates, discounts or commissions
· Loans
· Invoices for disguised expenses
· Excessive goods and services for personal use
· Free use of Thomson Reuters services or facilities
· Favors (such as the hiring of a relative)
· Charitable donations
· Paid or unpaid internships
· Job offers or promises of future employment
|
Gifts and entertainment
We use our best judgment in the giving and receiving of gifts to avoid even the appearance of improper influence. This means we:
· | Ensure all gifts, meals, services and entertainment we give or receive are infrequent and not excessive in value |
· | Comply with applicable laws and regulations wherever we do business |
· | Refuse to give or accept cash gifts |
· | Refuse to give or accept certain cash equivalents (e.g., gift cards, gift certificates and honorariums) that exceed $100.00 (USD) unless approved by your manager, Human Resources, or the Enterprise Compliance team |
· | Do not give or accept anything of value if it would appear to improperly obligate someone to act a certain way or if it would embarrass either party if made public |
· | Know that when a government official is involved, we may not offer or accept gifts, meals, services or entertainment without prior approval from the Enterprise Compliance team |
· | Will in no case connect an item of value, including gifts and travel, to an official act by a government official |
· | Know the relevant gift policies that govern our businesses (and remember some may have more restrictive policies) and the policies of anyone who might receive a gift from us and ensure that those policies are not violated. Talk to the Enterprise Compliance team if needed |
· | Understand that in some countries, it would be offensive to return or refuse a gift and that in such situations, we may accept the gift on behalf of Thomson Reuters and consult our manager about how the gift should be treated |
If you have any questions about whether any gift, meal, service or entertainment
would be acceptable under the Code, Seek Help.
Anti-Bribery & Anti-Corruption Policy
32 | Working in our global markets |
What is an acceptable gift?
|
||
Determining what is not excessive in value requires your good faith judgment. It may change depending on the situation.
|
||
Acceptable gifts and entertainment generally include: | Unacceptable gifts and entertainment generally include: | |
· Promotional items with company logos
· Meals and entertainment of modest value when business is being conducted
· Routine tickets to a local sporting or cultural event
· Gifts of nominal value that are customarily given on national holidays
· Prizes randomly given or received through raffles, contests or industry events
|
· Cash or certain cash equivalents
· Events, trips or meals where there is no clear business purpose
· Anything of value given to or received from a government official |
Decisions matter |
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If you arent sure whether you should offer or accept a gift, ask yourself:
Working in our global markets | 33 |
Sanctions, embargoes and export controls
Sanctions and export controls can be extremely complex and ever changing. As a company known for providing resources and information that enable our partners to navigate difficult legal questions, it is even more imperative we understand and abide by these laws and regulations. That is why we must follow all export restrictions applicable to us.
This means we:
· | Understand our individual roles when doing business in various parts of the world and with potential customers and business partners, including which trade compliance laws apply to each of our business lines |
· | Know the current list of sanctioned or embargoed countries (see Trade Controls and Sanctions on the Intranet
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· | Conduct due diligence on partners, customers and prospective customers |
· | Systematically screen prospective and current customers and business partners against the U.S. Department of Treasurys Office of Foreign Assets Controls Specially Designated Nationals and Blocked Persons List (commonly referred to as OFAC SDN) and similar lists in other countries |
· | Do not conduct unauthorized business with a sanctioned organization or individual |
· | Know the proper procedures for products or services we are exporting |
· | Remain alert for red flags, such as payments made through multiple accounts, requests that payments be made at odd times or in odd amounts and requests for refunds in forms that are different from the payment originally used |
If you have any questions about sanctions or export controls, Seek
Help.
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Trade Controls Handbook and Policies on the Intranet |
34 | Working in our global markets |
Anti-money laundering
Money laundering is the process by which funds generated through criminal activity (such as terrorism, drug dealing or fraud) are processed through commercial transactions in order to hide the source of the proceeds, avoid reporting
requirements or evade taxes. We follow all anti-money-laundering and anti-terrorist financing laws that are applicable to us and do not condone or facilitate money laundering. This means we:
· | Emphasize the importance of knowing and understanding whom we deal with (know your customer), remain alert for possible instances of money laundering and immediately notify the Enterprise Compliance team of any suspicious activity (without informing the third party in question). Suspicious activity by customers or prospects may include: |
· | Reluctance to provide basic information or documentation or providing false information or documentation |
· | Using shell companies (companies without a business purpose) or complex or unusual structures, particularly within multiple high-risk jurisdictions |
· | Requesting Thomson Reuters to provide them secrecy |
· | Recognize that our regulated entities have enhanced obligations and those of us working in or on behalf of those businesses must make sure we understand and comply with these obligations. |
Working in our global markets | 35 |
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37 |
Respecting our intellectual property
and that of others
We are trusted to . . .
protect all intellectual property against misuse, whether it belongs to Thomson Reuters or to someone else.
Why it matters
Intellectual property is the lifeblood of our business. From the systems and databases we create to empower our customers with information, to the news stories we write for the public, to the processes we use in our workplaces, intellectual property is vital to our companys identity. Knowing how important it is to us and to others, we have a special obligation to protect the intellectual property that we create and to defend all intellectual property against improper use. By doing so, we put our company, our colleagues and ourselves in the best position to innovate and win in the marketplace.
How we deliver
We recognize when intellectual property should belong to Thomson Reuters and take all necessary action to protect it. This means we:
· | Agree, to the extent permitted by law, that Thomson Reuters owns all intellectual property (and related rights) that we create during the course of our employment, whether we create them in the office, at home or elsewhere, if they are related to company business or created with company resources |
· | Waive or assign to Thomson Reuters all moral rights we may have under applicable law to intellectual property that we create as employees |
· | Promptly disclose any methods, systems, processes, designs, ideas or other patentable works we create as employees so the company can take steps to protect them |
· | Report any unauthorized use of company copyrights, patents, trademarks or other intellectual property of which we become aware to a company lawyer |
· | Put copyright notices on all Thomson Reuters materials, information, services or other products intended for public distribution |
What are moral rights?
Moral rights are rights relating to intellectual property, and they include the right to be recognized as the creator and the right to the integrity of any works created. The waiver or assignment in this Code is designed to ensure that Thomson Reuters can take any action concerning works created by you during your employment with Thomson Reuters.
|
38 | Respecting our intellectual property and that of others |
Intellectual property of others
We respect the intellectual property of third parties, including competitors, and do not use it in any way that would violate the law or our values. This means we:
· | When necessary, get written permission to use or copy a third partys copyrights, patents, trademarks or other intellectual property, obtain licenses or, if the circumstances require it, purchase the intellectual property outright |
· | Ensure licensing agreements permit copying or distribution where necessary and do not impair the companys rights before we copy or distribute third-party software |
· | Ensure intellectual property belongs to Thomson Reuters when it is created for us by third parties or contractors, where allowable by law |
· | Check with a company lawyer if we are in doubt about any intellectual property question |
What is intellectual property? |
Examples of intellectual property include: |
· The Thomson Reuters name and brand names that we use
|
· Logo
|
· Copyrights
|
· Patents
|
· Service marks
|
· Trade secrets
|
· Innovations
|
· Software
|
· Processes
|
· Designs
|
· Ideas
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· Images
|
· Data |
Respecting our intellectual property and that of others | 39 |
Competitive intelligence
We live our values of performance and innovation by striving to better understand our competitors through extensive research and study. We obtain intelligence about our competitors only through lawful and ethical channels. In addition to following our rules on respecting the intellectual property rights of others, this means we:
· | Understand and follow all applicable laws and regulations before engaging in competitive intelligence gathering |
· | Do not distribute data or other sensitive information about a competitor if it was received or accessed in circumstances that may breach any of our Competitive Intelligence Guidelines |
· | Never misrepresent our personal or company identity to gain access to a competitors product or service |
· | Do not breach contract terms or encourage third parties to do so in order to help Thomson Reuters obtain competitive intelligence |
Before seeking out or using any competitive intelligence, make sure you understand our Competitive Intelligence Guidelines. Contact the Enterprise Compliance team if you have any questions about how to apply these guidelines.
The Competitive Intelligence Policy, Competitive
Intelligence Policy for Third Parties, Checklist for Collecting Competitive Intelligence Online and others can be found at Legal and Compliance on the Intranet.
40 | Respecting our intellectual property and that of others |
Respecting our intellectual property and that of others | 41 |
Protecting confidential information and data privacy
We are trusted to . . .
safeguard and protect the confidentiality and privacy of information that we hold and prevent it from being improperly accessed, shared or lost.
Why it matters
Our competitive edge depends on the security, privacy and integrity of the information we hold whether that information belongs to us or to others. How we handle confidential and personal information sets us apart from our competition, and if we get it wrong, our customers, colleagues and company all could suffer. Improper handling could disadvantage us in the marketplace, harm consumers, leave us vulnerable to civil and criminal penalties, impede our innovation, hinder our performance and ultimately damage our business relationships.
How we deliver
Confidential information
As part of our job or position, we may learn or have access to nonpublic or inside information relating to Thomson Reuters businesses, operations, customers or business partners. If this information is not in the public domain, we should treat it as confidential. We should not share confidential information with anyone, including individuals within Thomson Reuters, unless there is a legitimate need to know and we are authorized to do so.
Strictly Confidential and Confidential
information includes some of our most valuable assets, such as the following examples:
· | Trade secrets |
· | Pricing policies and information |
· | Business or strategic operating plans and outlooks, including merger, acquisition or divestiture plans |
· | Nonpublic financial information about Thomson Reuters or our employees, customers or business partners |
· | Nonpublic information about another organization or person that we learn about in the course of our job or as a result of our position |
Reuters journalists should follow the policies and requirements of the Handbook of Journalism and seek guidance from their manager or a company lawyer. |
|
· | New product, brand or marketing studies, developments, plans or forecasts |
· | Customer data, including contact details, specifications, preferences and subscription lists |
· | Contracts and agreements, including terms such as expiration dates, any exclusivity provisions and financial conditions |
· | Legal information, including data or information covered by legal privilege |
42 | Protecting confidential information and data privacy |
· | Data that Thomson Reuters has a legal or contractual obligation to protect (e.g., credit card data, healthcare records or personally identifiable information) |
· | Information about our IT systems and infrastructure |
Important information security practices | ||||||
There are many ways to protect data effectively. For example: | ||||||
· Remember that public instant messaging services including, but not limited to, WhatsApp and Signal are unapproved for conducting TR business
· Put sensitive documents in locked files or drawers
· Use shredders or secure shred bins when discarding confidential information
· Use password protection on computers and other devices and for sensitive documents, spreadsheets and presentations
· Use encryption when storing and transmitting any files or documents containing confidential information
· Take care when accessing information in areas where members of the public or other unauthorized persons, including other colleagues, might see it
· Securely back up devices on a regular basis
· Use caution when connecting to public Wi-Fi and utilize a virtual private network (VPN)
· Report damaged or lost laptops and other devices, security incidents and personal data breaches immediately to security@thomsonreuters.com
|
Data protection and privacy
Many countries have data protection and privacy laws and regulations that govern the collection, use, retention and transfer of certain information about individuals. This is a rapidly changing area of law, and each of us should consult the resources referenced in this section of the Code or contact the Enterprise Compliance team with any questions regarding appropriate collection, use, retention or transfer of information about individuals, including our customers, vendors, suppliers, marketing contacts, employees, contractors, consultants and other individuals.
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Privacy Office on the Intranet |
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Information Security Handbook and Policies on the Intranet |
Protecting confidential information and data privacy | 43 |
Using and protecting our confidential information and other data
We have established information security and privacy policies and practices to protect data, whether it belongs to us, our customers or our partners. Our Thomson Reuters Privacy Program is founded upon the Privacy Management Framework, and is overseen by a dedicated, global Privacy Office within Thomson Reuters. This means we:
· | Understand our individual roles when collecting data in various parts of the world and from customers and business partners, including which data protection laws apply to each of our business lines |
· | Read, understand and follow our internal privacy policies when it comes to handling data, including our policies at Thomson Reuters Privacy Office |
· | Read, understand and follow the Information Security Handbook and policies when it comes to protecting data |
· | Understand how data is classified at Thomson Reuters and therefore how it should be handled |
· | Store information using only company-approved storage devices |
· | Collect, use, retain and transfer data and information about individuals in accordance with our external
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· | Obtain proper authorization before sharing any confidential or personal information, which might include obtaining written authorization and signing a nondisclosure or other agreement |
Reporting data breaches
|
Any time we know or suspect that a breach of data security has occurred, whether accidental or intentional, we must report it immediately to security@thomsonreuters.com. Doing so promptly can mitigate the effects of the breach and help us take the right actions quickly to manage the incident, secure the data and reduce the risk of future breaches.
|
· | Respond to requests for information about our data-handling practices by following company processes to ensure we do so safely and properly |
· | Ensure that we are familiar with and comply with the companys privacy policies |
· | Protect Thomson Reuters confidential information even after we leave the company |
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Privacy Office on the Intranet |
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Information Security Handbook on the Intranet |
44 | Protecting confidential information and data privacy |
Insider trading
Some of us have access to material nonpublic information about Thomson Reuters, our customers, suppliers or other companies with which Thomson Reuters either does business or is negotiating a significant transaction or agreement. Misuse of material nonpublic information could result in violations of insider trading laws and carry severe penalties. We are careful to treat this inside information lawfully and ethically. This means we:
· | Do not trade in or encourage another person to trade in Thomson Reuters securities or securities of other public companies while in possession of material nonpublic information |
· | Do not engage in tipping the disclosure of material nonpublic information about Thomson Reuters or other public companies to other people, such as relatives or friends, who may trade on the basis of the information or disclose it to others |
![]() |
Insider Trading Policy on the Intranet |
Insiders
|
We have designated certain people as Thomson Reuters Insiders because of their position, managerial responsibilities, or access or potential access to material nonpublic information about the company. Thomson Reuters Insiders are subject to additional restrictions related to trading in securities of our company.
|
Inside information
|
Whether information is material and nonpublic depends on the facts and circumstances. Information is material if it would, if generally available, reasonably be expected to result in a significant change in, or have a significant effect on, the market price or value of any securities. Information also is material if it would have a significant influence on a reasonable investors investment decisions. Information is nonpublic if it is not generally known or available to the public through an official company communication, such as a press release, website posting, securities filing or distribution to shareholders or through widely reported media coverage. Examples of material nonpublic information may include:
|
· Earnings results and any future financial forecasts or outlooks that have not been publicly disclosed
|
· Significant changes in business operations or strategies
|
· Significant potential acquisitions or sales
|
· Cybersecurity or other technology-related risks and incidents, including vulnerabilities and breaches
|
· Gains or losses of major suppliers or customers
|
· Introductions or launches of new, significant products or services
|
· Changes in senior management or our Board of Directors
|
· Actual or threatened significant lawsuits or material government or regulatory investigations
|
If you are not sure whether certain information is considered material or nonpublic, consult a company lawyer for guidance before engaging in any securities transactions.
Protecting confidential information and data privacy | 45 |
Using information and communications
systems responsibly
We are trusted to . . .
respect company communications systems and use them appropriately so that they operate as efficiently and effectively as possible.
Why it matters
Nearly all of the work Thomson Reuters does on a daily basis runs in some way through our information and communications systems. When we each take personal responsibility for using these systems properly, it protects the integrity of the data we store and transmit, and it ensures that we all have prompt access to the systems we need to help our company thrive. Likewise, improper use leaves us all vulnerable to hackers, data breaches, shutdowns and miscommunications, as well as legal repercussions.
How we deliver
We use company information and communications systems properly. This means we:
· | Limit personal use of e-mail, the internet and phones |
· | When sending e-mail or opening attachments, follow the process of think before you click |
· | Do not access, download or send material that is offensive, harassing, explicit or otherwise inappropriate for work |
· | Never use, download or redistribute personal, unauthorized or copyrighted software on work devices |
· | Never share user IDs, passwords, access details, software, services or authentication devices (e.g., SecureID tokens) that are intended for individual use to gain access to a system |
· | You must only use Thomson Reuters authorized collaboration tools and devices for official Thomson Reuters business |
· | Third party instant messaging solutions such as WhatsApp and Signal are unapproved for Thomson Reuters business purposes |
· | Respect company security controls and access information only within our authorized level |
· | Never use personal devices to store or access company data |
· | Never share data classified as Strictly Confidential, Confidential or Internal Use with 3rd parties |
· | Avoid careless, exaggerated or inaccurate statements that could be easily misunderstood or used against Thomson Reuters in legal proceedings |
· | We recognize some guidelines may run counter to specific job duties performed by some of you. To request a business exception to any of these policies or guidelines, contact the TR Global
Service Desk
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· | Report any suspected breaches or incidents to security@thomsonreuters.com |
![]() |
Information Security Handbook and policies |
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Mobile Device Management Standard |
46 | Using information and communications systems responsibly |
Monitoring and recording |
Where permitted by applicable law, Thomson Reuters reserves the right to monitor and record your use of information, communications, technology or infrastructure owned or supplied by Thomson Reuters.
|
Using information and communications systems responsibly | 47 |
Safeguarding our assets
We are trusted to . . .
use company assets properly and protect them against loss, theft, misuse, damage and waste.
Why it matters
Thomson Reuters computers, phones, office supplies and facilities exist for the purpose of helping us all maximize our performance as individuals, as a team and as a business. By respecting these assets, we ensure they remain accessible and fully functional when our customers and colleagues need them. We also help make sure company time and resources are used on positive initiatives, not on fixing preventable problems.
How we deliver
We use company assets for legitimate and authorized business purposes only. We consider misappropriation, carelessness or waste of assets to be a breach of our duty and the taking of assets from company property without permission to be theft. This means we:
· | Access company systems or information only when we are authorized and enabled to do so |
· | Never use company assets for illegal activities |
· | Limit personal use of company assets to when it does not interfere with our work and does not violate this Code |
· | Prevent improper third-party use of company property |
· | Immediately report any loss, theft, misuse, damage or waste |
· | Stop using all Thomson Reuters assets in our possession or that we have access to and return them if we leave the company |
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Global Security on the Intranet |
![]() |
Information Security on the Intranet |
Our assets
|
Examples of assets of Thomson Reuters include: |
· Computers, printers, copiers, scanners and monitors |
· Phones, tablets and other mobile devices |
· Intellectual property, such as software codes, licenses, brand names, business plans and inventions |
· Buildings and other physical property |
· Office supplies and equipment |
· Customer, supplier or distributor lists and information |
· Memos, notes and other documents made by us or a third-party business partner
|
48 | Safeguarding our assets |
49 |
Accurate financial records
We are trusted to . . .
maintain records that are in accordance with company accounting policies and legal requirements.
Why it matters
We are a publicly listed company, and our global operations require us to comply with various securities and financial reporting obligations. When we each take accountability for ensuring the financial records that we handle are accurate and complete, we protect the companys reputation for integrity and uphold our commitment to trust. Reliable financial reporting allows shareholders to fairly assess our performance, provides management with information to allocate our resources most effectively and prevents violations.
How we deliver
We produce accurate, fair and timely records for management, directors, shareholders, government regulators and others. This means we:
· | Take personal responsibility for ensuring all books and records including time sheets, sales records and expense reports are complete, accurate and documented |
· | Never keep unrecorded, undisclosed or off-the-books records |
· | Do not falsify or distort facts of any transaction |
· | Record and disclose transactions in a timely manner, supported by documentation |
· | Exercise reasonable diligence when approving transactions and expenditures or signing documents |
· | Understand the importance of internal controls and consistently comply with them |
· | Pay business-related expenses with company funds only if we have authorization from our manager |
· | Provide full, fair, accurate, timely and understandable disclosures in public communications and in reports or documents that we file with, or submit to, securities regulatory authorities and stock exchanges |
· | Prepare disclosures in accordance with Thomson Reuters disclosure controls and procedures and other internal policies |
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Disclosure Controls and Procedures on the Intranet |
50 | Accurate financial records |
Tax payments and records
We have the responsibility to ensure that reasonable procedures are in place to prevent those acting on behalf of Thomson Reuters (including employees, agents, contractors, service providers, distributors and other associated persons) do not dishonestly or knowingly facilitate the evasion of taxes (for ourselves or those with whom we do business) anywhere in the world.
Tax evasion includes activities such as: failure to register as a taxpayer in a local jurisdiction, under-reporting of income, claiming non-allowable expenses, issuing invoices for services not received, backdating documents, deliberately mispricing assets or helping to move assets/ funds knowing that tax will be evaded as a result.
Raising concerns
We have a responsibility to raise good faith concerns about questionable accounting, auditing, disclosures or controls. The Audit Committee of the Thomson Reuters Board of Directors is committed to facilitating employee efforts to make these concerns known and has established procedures for how complaints about accounting, internal accounting controls, auditing matters and disclosure controls should be treated. This includes procedures for receiving, retaining and processing such complaints, as well as for confidential and anonymous submission of concerns.
In addition, it is unlawful to fraudulently influence, coerce, manipulate or mislead any independent public or certified accountant who is auditing our financial statements.
Seek Help
for more information, including on how to submit reports anonymously.
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Protocol for Internal Reporting and Investigation of a Fraud Allegation on the Intranet |
Reportable auditing and accounting issues |
You should promptly report complaints or concerns involving: |
· Fraud or deliberate errors in preparation, maintenance, evaluation or review of any Thomson Reuters financial statement or record |
· Deficiencies in or noncompliance with internal accounting controls |
· Misrepresentation or false statements to or by a senior officer or accountant regarding financial audits or records |
· Deviations from full and fair reporting of the companys financial condition |
Reportable fraud |
Report any other types of fraud or dishonest activity that you have seen or suspect, including: |
· Questionable transactions with customers, agents, vendors or other consultants |
· Forgeries or other alterations of documents |
· Billings that are higher or lower than agreed-upon prices for products or services |
· Payments made for any reason other than described in a contract |
· Payments made through intermediaries that deviate from everyday business transactions |
· Transfers to or deposits in the bank account of an individual instead of the company we contracted with |
· Embezzlement, theft or misappropriation of company or customer assets |
· Verbal arrangements with customers or unauthorized written agreements that are outside of an official contract |
· Any activity intended to unfairly influence commission payments |
Accurate financial records | 51 |
Managing our records
We are trusted to . . .
properly maintain and dispose of electronic and physical records.
Why it matters
As a largely information-based business, Thomson Reuters generates thousands of business records every day, in addition to financial records. These records must be created, stored and disposed of according to strict legal and regulatory requirements. When we can access records in a timely fashion, we provide better service to our business partners and we avoid risks around audits, regulatory issues or litigation. At the same time, records kept past their disposal dates can create avoidable information security, privacy or legal risks.
How we deliver
We care for, store, retrieve and dispose of our business records according to applicable records management policy. This means we:
· | Consistently organize our filing, storage and retrieval of electronic and physical recorded information |
· | Use the proper storage method specified by legal, fiscal, regulatory or operational requirements |
· | Protect records from loss, damage or deletion and back them up regularly |
· | Retain all records related to any pending or threatened litigation or government investigation until otherwise directed by a company lawyer |
· | Dispose of all records (electronic and physical) according to retention and disposal schedules |
It may be a criminal offense to destroy or falsify documents or e-mails related to a legal proceeding. Contact the Enterprise Compliance team if you have questions about retention policies or if you have legal questions about whether a document should be retained.
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Records & Information Governance on the Intranet |
What is a record?
|
A record is any recorded information (electronic or physical) made or received and retained by an organization in pursuance of legal obligations or value to the government or in the transaction of business. |
52 | Managing our records |
Managing our records | 53 |
Contract authorization
We are trusted to . . .
sign contracts or agreements on behalf of Thomson Reuters only if we are authorized.
Why it matters
Thomson Reuters is subject to different laws and regulations in all the places we operate. Even small errors or miscommunications made in contracting can mean that we are vulnerable to delays, legal action and fines. These issues also can fracture the precious trust we have built with our customers and business partners. Each of us should be involved in the contracting process only if we have been authorized and are experienced in doing so.
Government contracting |
Government contracting laws and regulations can be complex and are often subject to change. The Thomson Reuters Government Contract Compliance Policy provides guidance on contracting with governments. For guidance specific to your location, consult a company lawyer to verify that you are complying with applicable laws, policies and standards. |
How we deliver
We strive to deliver and receive what was promised in our contracts and agreements. This means we:
· | Consult the Procurement department for third-party vendor or supplier contracts |
· | Follow the procurement policies that govern how we manage company spend and commitments to our suppliers |
· | Ensure that any agreement, contract or proposal is carefully reviewed and properly authorized and signed by the appropriate signatories and legal entities |
· | Do not provide or agree to unapproved non-standard terms or unauthorized side letters to customers or business partners |
· | Ensure complete, accurate documentation of contracts, related orders and customer status in applications to process customer accounts |
· | Follow the rules that govern public procurement when providing products and services to governments |
|
Government Contracting policies on the Intranet | |
|
Global Services Policies on the Intranet |
54 | Contract authorization |
Unauthorized side letters | ||
Unauthorized side letters are undisclosed, unapproved letters, e-mails, notes or verbal agreements that vary standard contract terms. They may bind us to something we cannot deliver or expose us to unwanted liability. They can include: | ||
· Early outs, or the ability for the customer to terminate before the contract expires
· Guarantees that the customer will achieve certain milestones
· Statements that directly contradict parts of the contract, notably payment terms
· Commitments for products or services Thomson Reuters is unable or unwilling to provide or perform
· Offers of free or discounted products or services |
Contract authorization | 55 |
The media and using social media responsibly
We are trusted to . . .
speak and post on social media on behalf of Thomson Reuters with care and only if we are authorized to do so.
Why it matters
We are fully aware of the power of media and our responsibility to use it wisely. Our companys stock price, reputation and ability to compete all can be affected by the information we make public. By being aware of the risks and not appearing to speak for the company without authorization, we can help make sure the company consistently gets an accurate message across to its intended audience while also exercising our individual right to post independently on social media.
How we deliver
If we receive requests for information from outside of the company, even seemingly simple ones, we refer them to colleagues authorized to act as company spokespersons. These spokespersons:
· | Handle requests from media, shareholders, financial analysts and government authorities |
· | Disclose information according to the requirements of securities regulatory authorities and stock exchanges |
· | Ensure that the information disclosed is accurate and that Thomson Reuters is ready to go public with it |
Media appearances and public speaking
If an employee, delivers a speech at a conference, participates in a panel discussion or gives an interview in the media, they are assumed to be speaking on behalf of the company. Approval is required for these external activities, including your manager and the Communications team. Explicit manager and communications approval is needed for any employee that wishes to speak at a conference/event, or provides any comment to a member of the press. If you are unexpectedly approached by the media in person at a conference or under any other circumstances you must consult the Communications team before agreeing to an interview. In some instances, we may need to make it clear that these views do not represent those of Thomson Reuters; Communications can advise accordingly in such cases.
Social media
As a leading provider of business information services, Thomson Reuters recognizes and encourages active participation in social media and online communications. We do so responsibly. This means we:
· | Are transparent and, if writing about Thomson Reuters or its products, services or industry, always disclose that we are employees, whether talking on behalf of the company or in a personal capacity |
· | If writing personally and there is any risk of confusion, however slight, make it clear that the views expressed are personal and not the companys views |
· | Unless authorized by the company to do so, do not reveal confidential data or sensitive information about the company or its customers, vendors or suppliers |
· | Are careful to avoid discussing company trade secrets, contracting, upcoming product releases or any other proprietary information |
56 | The media and using social media responsibly |
· | Act sensibly and follow the Social Media Guidelines if we post externally about fellow employees, customers, vendors, suppliers or partner organizations |
· | Do not create Thomson Reutersbranded social media channels without Digital Oversight Committee approval |
· | Make sure the time and effort we spend on social media do not interfere with our job duties |
· | Are mindful of what we post, even when its not related to Thomson Reuters |
Be aware that some of us in certain jobs may have supplemental policies regarding social media. If you have any additional questions on personal or corporate social media use, please contact the Communications team.
Social Media Guidelines on the Intranet
The media and using social media responsibly | 57 |
|
|
58 | The media and using social media responsibly |
59 |
Being a responsible global corporate citizen
We are trusted to . . .
respect human rights and our environment and to hold our employees, customers, vendors, suppliers and other business partners to the same high standard we demand of ourselves.
Why it matters
Thomson Reuters works with thousands of professionals all over the world, and as members of the United Nations Global Compact, we are committed to creating positive change in the areas of human rights and environmental responsibility. We are aligned to the United Nations Guiding Principles on Business and Human Rights (UNGPs) and, as part of this obligation, we have established a Human Rights Policy that underscores our commitment and approach to human rights. We are committed to respecting all internationally recognized human rights and treating all our colleagues with dignity and respect, and we expect our business partners to do the same. This cultivates a safe, skilled and reliable workforce across our global operations, and it builds trust and partnership two core business values that reflect how we do business. We also are committed to protecting and preserving the environment, as well as seeking sustainable sourcing solutions. We know that our responsibilities are great, as are our opportunities, which is why we are committed to driving innovation and performance, proving to our partners, our employees and the world that we are leaders committed to long-term success.
|
Global Diversity & Inclusion on the Intranet | |
|
United Nations Global Compact Policy | |
|
United Nations Guiding Principles on Business and Human Rights |
How we deliver
Human rights
We strive to protect human rights and worker rights wherever we do business. This means we:
· | Comply with local labor laws and practices and maintain our own high ethical standards of worker treatment |
· | Do not condone or use forced or child labor or engage in human trafficking or slavery |
· | Do not condone human rights violations |
· | Engage workers on the basis of recognized employment or independent contractor relationships in accordance with local law |
· | Provide clear information about wages and benefits to workers before theyre hired |
· | Ensure wages and benefits comply with applicable laws |
· | Respect workers rights to associate freely, join or form unions or works councils and bargain collectively in accordance with local law |
· | Work with high-quality suppliers and other partners that have committed to operating under ethical standards equivalent to our own |
If you believe youve encountered a violation of our human rights standards, either within one of our workplaces or involving one of our business partners, contact your manager, Human Resources or the Enterprise Compliance team.
|
Human Rights Policy on the Intranet | |
|
Supply Chain Ethical Code | |
|
Modern Slavery Act Transparency Statement | |
|
Social Impact Report |
60 | Being a responsible global corporate citizen |
Environmental responsibility
We are committed to limiting our environmental impact. By managing our resources and seeking sustainable solutions, we can ensure a better future for all of us. This means we:
· | Comply with all applicable environmental laws and regulations, meeting or exceeding their requirements |
· | Know and follow all company policies and procedures aimed at ensuring environmental safety and resource efficiency |
· | Understand the potential dangers and safe practices of any hazardous and/or regulated materials before allowing them into our workplaces |
· | Seek opportunities to support conservation and recycling in our workplaces |
· | Take responsibility as individuals to find new ways to make our workplaces more sustainable |
· | For more information on our sustainability efforts, please see the Social Impact Report
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Contact Global Real Estate & Facility
Management
if you have any environmental safety concerns or if you have ideas on how to increase our sustainability or bolster our conservation efforts even more.
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United Nations Global Compact Policy Principles | |
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Environment, Health and Safety Policy on the Intranet |
Responsible sourcing and the Supply Chain Ethical Code
We actively seek suppliers who share our ethical standards and commitment to environmentally sound and sustainable practices. This means we:
· | Perform due diligence on third-party suppliers |
· | Include renewable energy, pollution control and sustainability among the factors in our process of choosing suppliers |
· | Seek a diverse supply chain that reflects our employee base, customers and partners around the world |
· | Make prospective and current suppliers aware of our Supply Chain Ethical Code and seek their commitment in following it |
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Supply Chain Ethical Code | |
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Modern Slavery Act Transparency Statement |
Being a responsible global corporate citizen | 61 |
Contributing to our communities
We are trusted to . . .
support the communities where we live and work by investing in people and projects that make a positive difference.
Why it matters
Thomson Reuters operates on a global scale and relies on local relationships and resources for support. When we improve our communities, we can improve the lives of our current and future workforce, as well as the lives of our customers. By seeking worthy causes to support and inviting collaboration and open communication, we can help our communities grow and succeed with us.
How we deliver
We collaborate with our colleagues and partners to support our communities and encourage charitable work. This means we:
· | Listen to the concerns of community members and work together on solutions |
· | Connect Thomson Reuters to charitable causes only with prior approval |
· | Reward our colleagues commitment to serving communities through key programs and celebrate group efforts in the community with Community Champion Grants |
· | Offer all regular employees time off for volunteering consistent with regional or other policies that govern volunteering |
· | Ensure all in-kind donations, such as equipment, are approved by our Tax and Finance departments |
· | Have a program that matches employees qualifying personal charitable giving and fundraising efforts |
· | Offer a Volunteer Grants program where employees who volunteer more than 20 hours per year for a nonprofit can access a charitable grant |
If you have a community cause or event you think the company might be interested in supporting, contact
Social Impact on the Intranet.
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Social Impact on TR.com | |
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Volunteering Policy | |
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Community Support Policy |
62 | Contributing to our communities |
What is the Social Impact Institute?
The Social Impact Institute focuses on the impact we all can have on our customers and communities. At Thomson Reuters, access to justice and transparency is at the heart of everything we do. We collaborate with our employees, customers and trusted partners to create opportunities for innovation, community investment, volunteer impact and sustainable corporate citizenship. Social Impact on the
Intranet
Social
Impact on TR.com
|
Contributing to our communities | 63 |
Participating in the political process
We are trusted to . . .
support and respect each others individual right to take part in political activities while keeping Thomson Reuters separate from any political activity.
Why it matters
The political process can be an effective way to create positive change in our world. However, rules regarding companies political donations
are strict in most countries where Thomson Reuters operates. Therefore, we must make sure Thomson Reuters is not mistakenly connected to any political group or activity. This is especially important for our news operations, which our Trust
Principles
dictate must remain free from political bias, both in appearance and in practice. Just as the Trust Principles apply to all Thomson Reuters employees and not journalists alone, so too does the obligation for all of us
to ensure that the company is not improperly linked to any particular political group or activity.
How we deliver
Although we encourage employees to responsibly participate in politics and civic matters as individuals, Thomson Reuters does not support any political party, candidate, group or religion (i.e., any political cause).
This means the company:
· | Never makes contributions to any political cause as a company |
· | Never requires any employee to contribute to, support or oppose any cause |
· | Does not express a preference for or support, directly or indirectly, any political cause or take sides in international conflicts or disputes |
· | Is careful not to align Thomson Reuters or its businesses with any political cause or with a particular side in any dispute |
· | Obtains prior approval from the Enterprise Compliance team before taking an external position on advocacy for example, joining a business consortium on a particular initiative |
Lobbying
At times, we may discuss with government officials various issues and topics that could impact our business, regulators and politicians. When these discussions focus on the possible impact of proposed laws, rules or regulations on our business, we adhere to the Trust Principles and obtain prior approval from the Enterprise Compliance team before taking an external position on potential legislation, policy, program or position of federal, state, provincial or local government. If we do take a position, we must follow all applicable lobbying laws, restrictions and regulations. We will not provide anything of value, including gifts or campaign contributions, to a government official without prior approval from the Enterprise Compliance team or connect any item of value to an official act by a government official.
64 | Participating in the political process |
Independence from foreign government interests
In the United States, we are exempt from coverage of the Foreign Agents Registration Act (FARA) because we only engage in activities in support of Thomson Reuters commercial business, and do not directly promote the public or political interests of a foreign government or foreign political party. In no event will our corporate or individual political activities be directed by a foreign government or foreign political party. If we conduct activities of a political nature in the United States, those activities will be authorized only to the extent they further the bona fide commercial, industrial or financial operations of Thomson Reuters. We will therefore represent the interests of our non-U.S. citizen stakeholders only through authorized private and nonpolitical activities related to our commercial interests, or through other activities not serving predominantly any foreign interest.
Personal political activity
If we plan to campaign for or serve in political office as individuals, we are careful to separate ourselves from Thomson Reuters in these efforts. This means we:
· | Notify the Enterprise Compliance team about plans to run for office and excuse ourselves from any political matters involving Thomson Reuters |
· | Do not pressure or influence co-workers, customers or business partners whom we know through our job at Thomson Reuters in ways related to our own personal political activity |
· | Do not reimburse employees or increase compensation to make up for personal political contributions |
· | Abide by laws and regulations in those states and countries that limit political contributions by employees or their family members |
· | Take special care to make it clear that our political activities and expressed political views are personal and not those of Thomson Reuters especially if our business works with a governmental entity |
Supplemental policies
Be aware that some of us in certain jobs may have supplemental policies regarding lobbying and personal political activity. |
Participating in the political process | 65 |
Seek Help: Helpful contact information
General Contacts for External Inquiries (Including Investor and Media Relations)
On TR.com: https://www.thomsonreuters.com/en/contact-us.html
Human Resources Representatives, Thomson Reuters Lawyers and Communications Representatives
If you do not know how to contact your local Human Resources representative, a Thomson Reuters lawyer who supports your business or your local Communications representative, please review the list below. You also can find contact information and additional policies and procedures in the Resources section of the Intranet.
Code of Business Conduct and Ethics
On the Intranet: https://trten.sharepoint.com/sites/
intr-
code-of-business-conduct-and-ethics
On TR.com: https://ir.thomsonreuters.com/corporate-governance/code-conduct
Ethics Hotline
On the Intranet: https://trten.sharepoint.com/sites/
intr-business-conduct-and-ethics-hotline
Telephone: + (1) 877.373.8837 (outside of the United States and Canada, dial your country access number first to dial toll-free)
Web Form: http://www.thomsonreuters.ethicspoint.com
Legal / Compliance Policies, Tools and Resources
On the Intranet:
https://trten.sharepoint.com/sites/
intr-legal-and-compliance-policies-tools-and-resources
General Counsels Office - Legal Front Door
https://trten.sharepoint.com/sites/intr-general-counsel
Enterprise Compliance
echelp@thomsonreuters.com
Records & Information Governance
echelp@thomsonreuters.com
Privacy Office
privacy.enquiries@thomsonreuters.com
Corporate Compliance and Audit Department
corporatecompliance@thomsonreuters.com
Reuters Ethics + Standards
Reuters.Ethics@thomsonreuters.com
Human Resources Contacts for Employees and Managers
On the Intranet: https://trten.sharepoint.com/sites/intr-hr
Global Security
On the Intranet: https://trten.sharepoint.com/sites/intr-global-real-estate/SitePages/Global-Security.aspx
Security Operations Center SOC (Security Emergencies)
Global Telephone: +1 651 848 8835
E-mail: SecurityOps@thomsonreuters.com
Webform: https://thomsonreuters.ethicspointvp.com/ custom/thomsonreuters/en/sec/
Environmental Health and Safety
tr.ehs@thomsonreuters.com
TR Global Service Desk
On the Intranet: https://thomsonreuters.service-now.com/ sp/?id=index
Information Security Risk Management (ISRM)
security@thomsonreuters.com
Go to the Table of contents.
66 | Seek Help: Helpful contact information |
Legal notice
This Code serves as a reference to you. Thomson Reuters reserves the right to modify, suspend or revoke this Code and any and all policies, procedures and programs in whole or in part, at any time, with or without notice. Thomson Reuters also reserves the right to interpret this Code and these policies in its sole discretion as it deems appropriate.
Neither this Code nor any statements made by any employee of Thomson Reuters, whether oral or written, confer any rights, privileges or benefits on any employee, create an entitlement to continued employment at Thomson Reuters, establish conditions of employment or create an express or implied employment contract of any kind between employees and Thomson Reuters. In addition, all employees should understand that this Code does not modify their employment relationship, whether at will or governed by a written contract.
The version of this Code that appears online at www.thomsonreuters.com may be more current and up-to-date and supersedes any paper copies or previous versions should there be any discrepancy between paper copies, previous versions and what is posted online.
THOMSON REUTERS
www.thomsonreuters.com
Front cover photo credit: REUTERS/Dominic Ebenbichler
Legal notice | 67 |
Internal: https://trten.sharepoint.com/sites/intr-code-of-business-conduct-and-ethics
External: https://ir.thomsonreuters.com/corporate-governance/code-conduct
© 2022 Thomson Reuters TR2197320/05-2021
Exhibit 99.8
THOMSON REUTERS
AUDIT COMMITTEE CHARTER
ADOPTED EFFECTIVE
MARCH 6, 2024
TABLE OF CONTENTS
1. |
PURPOSE | 1 | ||||
2. |
MEMBERS | 1 | ||||
3. |
RESPONSIBILITIES | 1 | ||||
4. |
COMPLAINTS PROCEDURE | 7 | ||||
5. |
REPORTING AND DISCLOSURE | 8 | ||||
6. |
REVIEW | 8 | ||||
7. |
ASSESSMENT | 8 | ||||
8. |
MEETINGS | 8 | ||||
9. |
CHAIR | 9 | ||||
10. |
REMOVAL AND VACANCIES | 9 | ||||
11. |
ACCESS TO MANAGEMENT AND OUTSIDE ADVISORS | 9 | ||||
12. |
DEFINITIONS | 9 |
- i -
THOMSON REUTERS
AUDIT COMMITTEE CHARTER
1. | PURPOSE |
The Audit Committee is responsible for assisting the Board of Directors (the Board) of Thomson Reuters Corporation (the Corporation) in fulfilling its oversight responsibilities in relation to:
| the integrity of financial statements and other financial information relating to the Corporation and its subsidiaries (collectively, Thomson Reuters); |
| the qualifications, independence and performance of Thomson Reuters auditor; |
| the adequacy and effectiveness of Thomson Reuters internal control over financial reporting and disclosure controls and procedures; |
| the effectiveness of Thomson Reuters internal audit function; |
| the assessment and management of risk; |
| disclosures related to environmental, social and governance (ESG) matters; and |
| any additional matters delegated to the Audit Committee by the Board. |
2. | MEMBERS |
The Board must appoint a minimum of three and a maximum of eight directors to be members of the Audit Committee. The members of the Audit Committee are selected by the Board on the recommendation of the Corporate Governance Committee. All members of the Audit Committee must meet the criteria for independence contained in applicable law and stock exchange rules and requirements.
Every member of the Audit Committee shall, in the judgment of the Board, be Financially Literate or must become Financially Literate within a reasonable period of time after appointment to the Audit Committee. In addition, in the judgment of the Board, at least one member of the Audit Committee shall have accounting or related financial management expertise (in accordance with applicable NYSE rules), and at least one member shall be an Audit Committee Financial Expert.
Members of the Audit Committee may not serve on more than two other public company audit committees except with the prior approval of the Board.
3. | RESPONSIBILITIES |
The Audit Committee is responsible for performing the duties set out below as well as any other duties that are otherwise required by applicable law or stock exchange rules and requirements or are delegated to the Audit Committee by the Board.
- 1 -
(a) Appointment and Review of the Auditor
The auditor is accountable to the Audit Committee and reports directly to the Audit Committee. Accordingly, the Audit Committee will evaluate and be directly responsible for Thomson Reuters relationship with the auditor. Specifically, the Audit Committee will:
| select, evaluate and recommend to the Board, to put forward for shareholder approval at the annual meeting, the auditor to be proposed for appointment or reappointment, as the case may be, to prepare or issue an auditors report as well as perform audit, review, attest or other services for the Corporation; |
| review and approve the auditors engagement letter; |
| after seeking and taking into account the views of senior management and the officer in charge of internal audit, review the independence, experience, qualifications and performance of the auditor, including the lead audit partner; |
| oversee the auditors work, including investigating and resolving any disagreements between senior management and the auditor regarding financial reporting or the internal audit function; |
| at least annually, obtain and review a report by the auditor describing its internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditor and any steps taken to deal with any such issues; and |
| where appropriate, terminate the auditor. |
(b) Confirmation of the Auditors Independence
At least annually, and before the auditor issues its report on the Corporations annual consolidated financial statements, the Audit Committee will:
| confirm that the auditor has submitted a formal written statement describing all of its relationships with Thomson Reuters that, in the auditors professional judgment, may reasonably be thought to bear on its independence; |
| discuss with the auditor any disclosed relationships or services, including any non-audit services the auditor has provided to Thomson Reuters, that may affect its independence; |
| obtain written confirmation from the auditor that it is independent with respect to Thomson Reuters within the meaning of the Rules of Professional Conduct adopted by the Ontario Institute of Chartered Accountants, the standards established by the Public Company Accounting Oversight Board (PCAOB) and the standards established by the United States Securities and Exchange Commission; and |
| confirm that the auditor has complied with applicable law with respect to the rotation of certain members of the audit engagement team for Thomson Reuters. |
- 2 -
(c) Pre-Approval of Non-Audit Services
The Audit Committee will pre-approve the appointment of the auditor for any non-audit services, provided that it will not approve any services that are prohibited under applicable law. The Audit Committee has established policies and procedures, and may revise such from time to time, which pre-approve the appointment of the auditor for certain non-audit services. In addition, the Audit Committee may delegate to one or more members the authority to pre-approve the appointment of the auditor for any non-audit services to the extent permitted by applicable law, provided that any pre-approvals granted pursuant to such delegation shall be reported to the full Audit Committee at its next scheduled meeting following such pre-approval.
(d) Communications with the Auditor
The Audit Committee has the authority to communicate directly with the auditor and will meet privately with the auditor as frequently as the Audit Committee determines is appropriate to fulfill its responsibilities, which will not be less frequently than annually, to discuss any items of concern to the Audit Committee or the auditor, including, without limitation:
| planning and staffing of the audit; |
| any material written communications between the auditor and senior management, such as any management representation letter, management letter, schedule of adjusted differences and summary of uncorrected misstatements; |
| whether or not the auditor is satisfied with the quality and effectiveness of financial recording procedures and systems; |
| the extent to which the auditor is satisfied with the nature and scope of its examination; |
| any instances of fraud or other illegal acts involving senior management or employees involved in financial reporting of Thomson Reuters; |
| whether or not the auditor has received the full cooperation of senior management and other employees of Thomson Reuters and whether the auditor has encountered any audit problems or difficulties in the course of its audit work, including any restrictions on the scope of the auditors work or access to required information and any significant disagreements with management (along with managements response); |
| the auditors observations of the competence and performance of the Chief Financial Officer and other key financial personnel; and |
| the items required to be communicated to the Audit Committee under the standards established by the PCAOB, Canadian authoritative guidance or under Canadian generally accepted auditing standards (GAAS). |
- 3 -
(e) Review of the Audit Plan
The Audit Committee will discuss with the auditor the nature of an audit and the responsibility assumed by the auditor when conducting an audit of financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). The Audit Committee will review a summary of the auditors audit plan.
(f) Review of Auditors Fees
The Audit Committee will determine the auditors fees and other terms of the auditors engagement. In determining the auditors fees, the Audit Committee will consider, among other things, the number and nature of reports to be issued by the auditor, the quality of the internal control over financial reporting of Thomson Reuters, the size, complexity and financial condition of Thomson Reuters and the extent of internal audit and other support to be provided to the auditor by Thomson Reuters.
(g) Review of Annual Financial Statements
The Audit Committee will review and discuss the annual consolidated financial statements of the Corporation and the related managements discussion and analysis with senior management and the auditor, before recommending them for approval by the Board.
The Audit Committee will also review and discuss the following with the senior management and the auditor:
| critical accounting policies and practices used or to be used by Thomson Reuters; |
| critical audit matters to be disclosed in the auditors report; and |
| alternative treatments of financial information within IFRS that have been discussed with senior management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the auditor. |
(h) Approval of Quarterly Financial Statements and Earnings Press Releases
The Audit Committee will review and approve the quarterly consolidated financial statements of the Corporation and the related managements discussion and analysis after discussion with senior management and the auditor. The Audit Committee will also engage the auditor to review the consolidated quarterly financial statements of the Corporation prior to the Audit Committees review of such financial statements.
- 4 -
The Audit Committee will review and approve annual and quarterly earnings press releases prior to their public release. The Audit Committee will also discuss financial information and earnings guidance provided to analysts and rating agencies. The Audit Committee will also review the type and presentation of information to be included in earnings press releases and guidance (including the use of pro forma or adjusted non-IFRS financial measures). The Audit Committees discussion of financial information and earnings guidance provided to analysts and rating agencies may be done generally (i.e., discussion of the types of information to be disclosed and the type of presentation to be made) and the Audit Committee need not discuss in advance each instance in which the Corporation may provide such information or guidance.
(i) Review of Other Financial Information
The Audit Committee will:
| periodically assess the adequacy of procedures that are in place for managements review of all other financial information extracted or derived from Thomson Reuters financial statements that were previously reviewed by the Audit Committee before such information is released to the public, including, without limitation, financial information or statements for use in prospectuses or other offering or public disclosure documents and financial statements required by regulatory authorities; |
| review major issues regarding accounting principles and financial statement presentations, including any significant changes in Thomson Reuters selection or application of accounting principles, and major issues as to the adequacy of Thomson Reuters internal control over financial reporting and any special audit steps adopted in light of any material control deficiencies; |
| review analyses prepared by management and/or the auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of Thomson Reuters financial statements, including analyses of the effects of alternative IFRS methods on the financial statements; and |
| review the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the financial statements. |
(j) Review of the Internal Audit Function
The Audit Committee will review the mandate, budget, planned activities, staffing and organizational structure of Thomson Reuters internal audit function (part of which may be outsourced to a firm other than the auditor) to confirm that it is independent of management and has sufficient resources to carry out its mandate. The Audit Committee will discuss this mandate with the auditor.
The Audit Committee will review the appointment and replacement of the officer in charge of internal audit and will review summaries of reports to management prepared by the internal audit department and managements responses. The Audit Committee will also annually review the effectiveness of the internal audit function and will report its findings to the Board.
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The officer in charge of internal audit reports directly to the Chair of the Audit Committee and has a dotted line reporting relationship to the Chief Financial Officer. The Audit Committee has the authority to communicate directly with the officer in charge of internal audit and will meet privately with him or her as frequently as the Audit Committee determines is appropriate to fulfill its responsibilities, which will not be less frequently than annually, to discuss any areas of concern to the Audit Committee or the officer in charge of internal audit.
(k) Relations with Senior Management
The Audit Committee members will meet privately with senior management as frequently as the Audit Committee determines is appropriate to fulfill its responsibilities, which will not be less frequently than annually, to discuss any areas of concern to the Audit Committee or senior management.
The Audit Committee will review the appointment and replacement of the Chief Accounting Officer & Controller and the Treasurer and jointly recommend with the Human Resources Committee the appointment and replacement of the Chief Financial Officer, and review succession plans for such positions and other senior finance positions at least annually.
(l) Oversight of Internal Controls and Disclosure Controls
The Audit Committee will review with senior management the adequacy and effectiveness of internal control over financial reporting (within the meaning of applicable law) that is maintained by Thomson Reuters to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. The Audit Committee will review any special audit steps adopted in light of material weaknesses or significant deficiencies (in each case within the meaning of applicable law).
The Audit Committee will review with senior management the adequacy and effectiveness of the disclosure controls and procedures (within the meaning of applicable law) that are maintained by Thomson Reuters to confirm that material information about Thomson Reuters that is required to be disclosed under applicable law or stock exchange rules and requirements is disclosed within the required time periods.
The Audit Committee will also review disclosures made to it by the Chief Executive Officer and Chief Financial Officer during their certification process for applicable securities law filings about any material weaknesses or significant deficiencies in the design or operation of Thomson Reuters internal control over financial reporting and any fraud, whether or not material, involving management or other employees who have a significant role in Thomson Reuters internal control over financial reporting.
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(m) Financial Regulatory Compliance
The Audit Committee will review with Thomson Reuters legal counsel:
| any material financial regulatory matters; and |
| any material inquiries received regarding financial matters from governmental agencies. |
(n) Risk Assessment and Risk Management
The Audit Committee will discuss the Corporations guidelines and policies that govern the overall process by which risk assessment and risk management is undertaken at the Corporation. In furtherance thereof, the Audit Committee will periodically review reports from or meet with the Risk Committee regarding the Corporations processes for assessing and managing risk. In this regard, the Audit Committee acknowledges that risk topics not otherwise assigned to the Audit Committee or the Human Resources Committee will be overseen by the Risk Committee, and that the Corporate Governance Committee will oversee the division of responsibilities between the Board and its committees. As part of this division of responsibilities, the Audit Committee will discuss the Corporations major financial risk exposures and the steps that management has taken to monitor and control such exposures including, without limitation, regarding financial, operational, legal, treasury, tax, information security and disaster recovery/business continuity risks related thereto.
(o) Taxation Matters
The Audit Committee will periodically review with senior management the status of significant taxation matters of Thomson Reuters.
(p) Hiring Employees of the Auditor
The Audit Committee will maintain and monitor compliance with policies for hiring partners and employees and former partners and employees of the auditor.
(q) Environmental, Social and Governance (ESG) Matters
At least annually, the Audit Committee will review with senior management the type and presentation of Thomson Reuters key ESG disclosures and the adequacy and effectiveness of applicable internal controls related to such disclosures. The Audit Committees review of ESG disclosures may be done generally and the Audit Committee need not review or discuss in advance each ESG disclosure. The Audit Committee will also oversee key finance-related initiatives related to ESG.
4. | COMPLAINTS PROCEDURE |
The Audit Committee will maintain procedures for the receipt, retention and treatment of complaints received by Thomson Reuters regarding accounting, internal accounting controls, auditing matters and disclosure controls and procedures for the confidential, anonymous submission of concerns by employees of Thomson Reuters regarding questionable accounting, internal accounting controls, auditing matters or disclosure controls and procedures.
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5. | REPORTING AND DISCLOSURE |
The Audit Committee will:
| regularly report to the Board on all significant matters it has addressed and with respect to such other matters as are within its responsibilities; and |
| oversee the preparation of and review any disclosure with respect to its activities in discharging the responsibilities set out in this Charter included in materials sent to shareholders of the Corporation. |
6. | REVIEW |
The Audit Committee will review this Charter at least annually and submit it to the Corporate Governance Committee together with any proposed amendments. The Corporate Governance Committee will review this Charter and submit it to the Board for approval with such further amendments as it deems necessary and appropriate.
7. | ASSESSMENT |
At least annually, the Board, acting through the Corporate Governance Committee, will review the effectiveness of the Audit Committee in fulfilling its responsibilities and duties as set out in this Charter and in a manner consistent with the Corporate Governance Guidelines adopted by the Board.
8. | MEETINGS |
Quorum for meetings of the Audit Committee will be a majority of its members. A meeting of the Audit Committee may be called by the Chair or any other member of the Audit Committee, the Chairman, any Deputy Chairman, the Lead Independent Director, the Chief Executive Officer, the auditor, the officer in charge of the internal audit or the Company Secretary. The Company Secretary or his/her designate will act as Secretary to the Audit Committee unless the Chair of the Audit Committee decides otherwise.
The Audit Committee will ordinarily meet in camera at the end of each of its meetings and may meet in camera at any other time as required.
The Audit Committee will meet as frequently as it determines is appropriate to fulfill its responsibilities, which typically will not be less than quarterly.
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9. | CHAIR |
Each year, the Board on the recommendation of the Corporate Governance Committee will appoint one member to be Chair of the Audit Committee. If, in any year, the Board does not appoint a Chair, the incumbent Chair will continue in office until a successor is appointed.
10. | REMOVAL AND VACANCIES |
Any member may be removed and replaced at any time by the Board and will automatically cease to be a member as soon as the member ceases to meet the qualifications set out above. The Board will fill vacancies on the Audit Committee by appointment from among qualified members of the Board on the recommendation of the Corporate Governance Committee. If a vacancy exists on the Audit Committee, the remaining members will exercise all of its powers so long as a quorum remains in office.
11. | ACCESS TO MANAGEMENT AND OUTSIDE ADVISORS |
The Audit Committee may invite any member of management, employee, outside advisor or other person to attend any of its meetings.
In carrying out its duties, the Audit Committee may retain an outside advisor without Board approval at the expense of Thomson Reuters and has the authority to determine any such advisors fees and other retention terms. Thomson Reuters will also provide appropriate funding, as determined by the Audit Committee, for the payment of the compensation of the auditor, independent counsel and outside advisors and any ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
12. | DEFINITIONS |
Capitalized terms used in this Charter have the meanings attributed to them below:
Audit Committee Financial Expert means a person who has the following attributes:
(a) | an understanding of generally accepted accounting principles and financial statements; |
(b) | the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; |
(c) | experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Thomson Reuters financial statements, or experience actively supervising one or more persons engaged in such activities; |
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(d) | an understanding of internal controls and procedures for financial reporting; and |
(e) | an understanding of audit committee functions. |
A person shall have acquired such attributes through:
(i) | education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions; |
(ii) | experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; |
(iii) | experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or |
(iv) | other relevant experience. |
Financially Literate means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by Thomson Reuters financial statements.
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