6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

Commission File Number: 1-31349

 

 

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

 

 

19 Duncan Street, Toronto

Ontario M5H 3H1, Canada

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐   Form 40-F ☒

The information contained in Exhibit 99.1 and Exhibit 99.2 of this Form 6-K is incorporated by reference into, or as additional exhibits to, as applicable, the registrant’s outstanding registration statements.

Thomson Reuters Corporation is voluntarily furnishing certifications by its Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 99.3-99.6 of this Form 6-K. 

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

THOMSON REUTERS CORPORATION

(Registrant)

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

Date: May 3, 2024


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1

   Management’s Discussion and Analysis

99.2

   Unaudited Consolidated Financial Statements

99.3

   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.4

   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.5

   Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.6

   Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EXHIBIT 99.1 - MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents

Exhibit 99.1

 

LOGO

 

Management’s Discussion and Analysis

This management’s discussion and analysis is designed to provide you with a narrative explanation through the eyes of our management of how we performed, as well as information about our financial condition and future prospects. As this management’s discussion and analysis is intended to supplement and complement our financial statements, we recommend that you read this in conjunction with our consolidated interim financial statements for the three months ended March 31, 2024, our 2023 annual consolidated financial statements and our 2023 annual management’s discussion and analysis. This management’s discussion and analysis contains forward-looking statements, which are subject to risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements. Forward-looking statements include, but are not limited to, our 2024 outlook, and our expectations related to general economic conditions and market trends and their anticipated effects on our business segments. For additional information related to forward-looking statements, material assumptions and material risks associated with them, please see the “Outlook,” and “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results” sections of this management’s discussion and analysis. This management’s discussion and analysis is dated as of May 1, 2024.

We have organized our management’s discussion and analysis in the following key sections:

 

  Executive Summary – an overview of our business and key financial highlights     3  
  Results of Operations – a comparison of our current and prior-year period results     4  
  Investment in LSEG – a discussion of our current ownership interest in LSEG     11  
  Liquidity and Capital Resourcesa discussion of our cash flow and debt     12  
  Outlook – our financial outlook, including material assumptions and material risks     17  
  Related Party Transactionsa discussion of transactions with our principal and controlling shareholder, Woodbridge and other related parties     19  
  Subsequent Events – a discussion of material events occurring after March 31, 2024 and through the date of this management’s discussion and analysis     20  
  Changes in Accounting Policies – a discussion of changes in our accounting policies     20  
  Critical Accounting Estimates and Judgmentsa discussion of critical estimates and judgments made by our management in applying accounting policies     20  
  Additional Informationother required disclosures     20  
  Appendixsupplemental information     22  

Unless otherwise indicated or the context otherwise requires, references in this discussion to “we,” “our,” “us”, the “Company” and “Thomson Reuters” are to Thomson Reuters Corporation and our subsidiaries.

Basis of presentation

We prepare our consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

Other than EPS, we report our results in millions of U.S. dollars, but we compute percentage changes and margins using whole dollars to be more precise. As a result, percentages and margins calculated from reported amounts may differ from those presented, and growth components may not total due to rounding.

Use of non-IFRS financial measures

In this management’s discussion and analysis, we discuss our results on an IFRS and non-IFRS basis. We use non-IFRS financial measures, which include ratios that incorporate one or more non-IFRS financial measures, as supplemental indicators of our operating performance and financial position as well as for internal planning purposes, our management incentive programs and our business outlook. We believe non-IFRS financial measures provide more insight into our performance. Non-IFRS measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as alternatives to measures of financial performance calculated in accordance with IFRS.

As of September 30, 2023, we amended our definition of adjusted earnings to exclude amortization from acquired computer software. While we have always excluded amortization from acquired identifiable intangible assets other than computer software from our definition of adjusted earnings, this change aligns our treatment of amortization for all acquired intangible assets. Prior period amounts were revised for comparability.

 

 

 

Page 1


Table of Contents

 

LOGO

 

See Appendix A of this management’s discussion and analysis for a description of our non-IFRS financial measures, including an explanation of why we believe they are useful measures of our performance. Refer to Appendix B for reconciliations of our non-IFRS financial measures to the most directly comparable IFRS measures.

Glossary of key terms

The following terms in this management’s discussion and analysis have the following meanings, unless otherwise indicated:

 

Term

  Definition

AI

  Artificial Intelligence

“Big 3” segments

  Our combined Legal Professionals, Corporates and Tax & Accounting Professionals segments

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

EPS

  Earnings per share

LSEG

  London Stock Exchange Group plc

ML

  Machine Learning

n/a

  Not applicable

n/m

  Not meaningful

organic or organically

  A non-IFRS measure that represents changes in revenues of our existing businesses at constant currency. The metric excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods

Woodbridge

  The Woodbridge Company Limited, our principal and controlling shareholder

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.

$ and US$

  U.S. dollars

 

 

 

Page 2


Table of Contents

LOGO

 

Executive Summary

Our company

Thomson Reuters (NYSE / TSX: TRI) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. We serve professionals across legal, tax, accounting, compliance, government, and media. Our products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. For more information, visit tr.com.

We derive most of our revenues from selling information and software solutions, primarily on a recurring subscription basis. Our solutions blend deep domain knowledge with software and automation tools. We believe our workflow solutions make our customers more productive, by streamlining how they operate, enabling them to focus on higher value activities. Many of our customers use our solutions as part of their workflows, which has led to strong customer retention. We believe that our customers trust us because of our history and dependability and our deep understanding of their businesses and industries, and they rely on our services for navigating a rapidly changing and increasingly complex digital world. Over the years, our business model has proven to be capital efficient and cash flow generative, and it has enabled us to maintain leading and scalable positions in our chosen market segments.

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

 

    

 

 

First Quarter 2024 Revenues

 

 

LOGO

  

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.

 

 

 

 

LOGO

 

 

 

LOGO

LOGO

 

  

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.

 

LOGO

 

  

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.

 

 

LOGO

  

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.

 

 

LOGO

 

  

Global Print

Provides legal and tax information primarily in print format to customers around the world.

 

 

 

 

Page 3


Table of Contents

 

LOGO

 

We refer to our Legal Professionals, Corporates and Tax & Accounting Professionals segments, on a combined basis, as our “Big 3” segments.

Our businesses are supported by a corporate center that manages our commercial and technology operations, including those around our sales capabilities, digital customer experience, and product and content development, as well as our global facilities. Costs relating to these activities are allocated to our business segments. We also report “Corporate costs”, which includes expenses for centrally managed functions such as finance, legal and human resources.

Key Financial Highlights

We experienced a strong start to 2024, as organic revenue growth and adjusted EBITDA margin exceeded our expectations. Our total revenues increased 8%, compared to the first quarter of 2023. On an organic basis, our revenues increased 9% reflecting strong growth in both recurring and transactions revenues in our “Big 3” segments, which grew 10% organically, and from generative AI related content licensing revenue in our Reuters News segment. The rising complexity of regulatory compliance and generative AI continue to be the two most important market dynamics providing the basis for growth in our business. Our operating profit and adjusted EBITDA increased 10% and 19%, respectively, reflecting higher revenues. Our adjusted EBITDA margin increased to 42.7% from 38.8% in the prior-year period.

Due to our strong revenue performance in the first quarter, we moderately raised our full-year 2024 outlook for total and organic revenue growth for our total company and our “Big 3” segments. We maintained our guidance for all other metrics in our 2024 outlook. Refer to the “Outlook” section of this management’s discussion and analysis for further information.

We acquired 99.58% of Pagero Group AB (publ) (Pagero), a publicly traded Swedish company and a global leader in e-invoicing and indirect tax solutions, which it delivers through its Smart Business Network, for $767 million. Pagero links customers, suppliers, and institutions, allowing for the automated, compliant, and secure exchange of digital orders, invoices, and other business documents. We also completed our acquisition of World Business Media Limited, a cross-platform, subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry. This acquisition is in line with Reuters’ strategic priority to provide must-have news and insight for new customer markets and professional verticals.

Our capital capacity and liquidity remain a key asset. In the first quarter of 2024, we received gross proceeds of $1.2 billion from the sale of 10.1 million LSEG shares, and returned over $350 million to shareholders through our current share repurchase program. See the “Investment in LSEG” and “Liquidity and Capital Resources” sections of this management’s discussion and analysis for additional information.

Results of Operations

Our revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over the contract term and our costs are generally incurred evenly throughout the year. However, our revenues from quarter to consecutive quarter can be impacted by seasonality, particularly in our Tax & Accounting business, where revenues tend to be concentrated in the first and fourth quarters.

The section below contains non-IFRS measures where indicated. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

 

 

 

Page 4


Table of Contents

LOGO

 

Consolidated results

 

     

 

Three months ended March 31,

 

 
                 

 

Change

 

 
(millions of U.S. dollars, except per share amounts and margins)

 

  

2024

 

    

2023

 

   

Total

 

    

 

Constant
Currency

 

 

IFRS Financial Measures

          

Revenues

     1,885        1,738       8%     

Operating profit

     557        508       10%     

Diluted EPS

     $1.06        $1.59       (33%)           

Non-IFRS Financial Measures

          

Revenues

     1,885        1,738       8%        8%  

Organic revenue growth

             9%  

Adjusted EBITDA

     806        677       19%        19%  

Adjusted EBITDA margin

     42.7%        38.8%       390bp        390bp  

Adjusted EBITDA less accrued capital expenditures

     672        556       21%     

Adjusted EBITDA less accrued capital expenditures margin

     35.6%        31.8%       380bp     

Adjusted EPS

     $1.11        $0.84 (1)      32%        32%  

“Big 3” Segments

          

Revenues

     1,556        1,431       9%        9%  

Organic revenue growth

             10%  

Adjusted EBITDA

     716        621       15%        16%  

Adjusted EBITDA margin

     45.8%        43.1%       270bp        290bp  

 

(1)

In the third quarter of 2023, we amended our definition of adjusted earnings and adjusted EPS to exclude amortization from acquired computer software. We revised the comparative 2023 period to reflect the current period presentation. Refer to Appendices A and B of this management’s discussion and analysis for additional information.

Revenues

 

   
    

 

Three months ended March 31,

 

 
                  

 

Change

 

 

  (millions of U.S. dollars)

 

  

2024

 

    

2023

 

    

Total

 

    

 

Constant
Currency

 

    

Organic

 

 

Recurring revenues

     1,426        1,323        8%        8%        9%  

Transactions revenues

     335        277        21%        22%        22%  

Global Print revenues

     124        138        (10%)        (10%)        (10%)  

Revenues

     1,885        1,738        8%        8%        9%  

Revenues increased 8% in total and in constant currency primarily due to growth in recurring and transactions revenues, as well as a contribution from acquisitions. Revenue growth was partly offset by the loss of revenues from the divestiture of our Elite business. On an organic basis, total revenues increased 9%, driven by 9% growth in recurring revenues (76% of total revenues) and 22% growth in transactions revenues. Global Print revenues decreased 10% on an organic basis.

Revenues from the “Big 3” segments (83% of total revenues) increased 9% in total and in constant currency. On an organic basis, revenues increased 10%, driven by 9% growth in recurring revenues and 14% growth in transactions revenues.

Foreign currency had no net impact on either our consolidated revenue growth or on the revenue growth of our “Big 3” segments.

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

Operating profit increased 10% as higher revenues more than offset higher software amortization and slightly higher costs. Operating profit was negatively impacted by other operating losses in the current-year period, compared to other operating gains in the prior-year period.

Adjusted EBITDA, which excludes amortization of software, other operating gains and losses, as well as other items, increased 19% and the related margin increased to 42.7% from 38.8% in the prior-year period as higher revenues more than offset slightly higher costs. Foreign currency had no net impact on the year-over-year change in adjusted EBITDA margin.

 

 

 

Page 5


Table of Contents

 

LOGO

 

Adjusted EBITDA less accrued capital expenditures and the related margin increased due to higher adjusted EBITDA, which more than offset a moderate increase in accrued capital expenditures.

Operating expenses

 

   
    

 

Three months ended March 31,

 

 
                  

 

Change

 

 

  (millions of U.S. dollars)

 

  

2024

 

    

2023

 

    

Total

 

    

 

Constant
Currency

 

 

Operating expenses

     1,081        1,074        1%        1%  

Remove fair value adjustments(1)

     2        (4)                    

Operating expenses, excluding fair value adjustments

     1083        1,070        1%        1%  

 

(1)

Fair value adjustments primarily represent gains or losses on intercompany balances that arise in the ordinary course of business due to changes in foreign currency exchange rates.

Operating expenses, excluding fair value adjustments, increased slightly in total and on a constant currency basis as higher costs from acquisitions as well as higher product, marketing and sales expenses related to higher revenues more than offset lower costs due to the Elite divestiture in June 2023, and from our commercial and technology operations.

Depreciation and amortization

 

   
    

Three months ended March 31,

 

 

  (millions of U.S. dollars)

 

  

2024

 

    

2023

 

    

Change

 

 

Depreciation

     28        30        (4%)  

Amortization of computer software

        

Internally developed

     115        111        3%  

Acquisition-related

     38        7        454%  

Total amortization of computer software

     153        118        29%  

Amortization of other identifiable intangible assets

     25        25        (1%)  

 

   

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 were essentially unchanged as higher expenses associated with recent acquisitions were offset by the completion of amortization of assets acquired in previous years.

Other operating (losses) gains, net

 

   
    

 

Three months ended March 31,

 

 

(millions of U.S. dollars)

 

  

2024

 

    

2023

 

 

Other operating (losses) gains, net

     (41)        17  

In the first quarter of 2024, net other operating losses included acquisition-related deal costs and costs related to a legal provision. In the first quarter of 2023, net other operating gains included a $23 million gain on the sale of a wholly-owned Canadian subsidiary to a company affiliated with Woodbridge.

Net interest expense

 

   
    

Three months ended March 31,

 

 

(millions of U.S. dollars)

 

  

2024

 

    

2023

 

    

Change

 

 

Net interest expense

     40        55        (28%)  

Net interest expense decreased due to lower interest costs on commercial paper borrowings and from the repayment of our $600 million, 4.30% notes upon maturity in November 2023. As substantially all of our long-term debt obligations paid interest at fixed rates (after swaps), the net interest expense on our term debt was essentially unchanged compared to the prior-year period.

 

 

 

Page 6


Table of Contents

LOGO

 

Other finance (income) costs

 

   
    

 

Three months ended March 31,

 

 

(millions of U.S. dollars)

 

  

2024

 

    

2023

 

 

Other finance (income) costs

     (22)        90  

In the first quarter of 2024, other finance income primarily included net foreign exchange gains on intercompany funding arrangements. In the first quarter of 2023, other finance costs included losses of $69 million from foreign exchange contracts on instruments that are intended to reduce foreign currency risk on a portion of our indirect investment in LSEG, which is denominated in British pounds sterling, and net foreign exchange losses on intercompany funding arrangements.

Share of post-tax (losses) earnings in equity method investments

 

   
    

 

Three months ended March 31,

 

 

(millions of U.S. dollars)

 

  

2024

 

    

2023

 

 

YPL

     -        574  

Other equity method investments

     (8)        (4)  

Share of post-tax (losses) earnings in equity method investments

     (8)        570  

Our investment in LSEG is subject to equity accounting because the LSEG shares are held through YPL, over which we have significant influence. As YPL owns only the financial investment in LSEG shares, which the parties intend to sell over time, and is not involved in operating LSEG, the investment in LSEG shares held by YPL is accounted for at fair value, based on the share price of LSEG. As the investment in LSEG is denominated in British pounds sterling, we have entered into a series of foreign exchange contracts to mitigate currency risk on our investment. See the “Investment in LSEG” section of this management’s discussion and analysis for additional information on the sales of LSEG shares in the first quarter of 2024 and 2023.

Our share of post-tax (losses) earnings in our YPL investment was comprised of the following items:

 

   
    

 

Three months ended March 31,

 

 

(millions of U.S. dollars)

 

  

2024

 

    

2023

 

 

(Decrease) increase in LSEG share price

     (49)        478  

Foreign exchange (losses) gains on LSEG shares

     (7)        159  

Loss from forward contract

     -        (77)  

Gain from call options

     22        -  

Historical excluded equity investment(1)

     34        14  

YPL - Share of post-tax earnings in equity method investments

     -        574  

 

(1)

Represents income from the recognition of a portion of the cumulative impact of equity transactions that were excluded from the Company’s investment in YPL.

Tax expense

 

     

 

Three months ended March 31,

 

 

(millions of U.S. dollars)

 

  

 

2024

 

    

2023

 

 

Tax expense

     67        196  

Tax expense decreased as the prior-year period included $136 million of expense related to significantly higher earnings in equity method investments driven by the increase in value of our LSEG investment. In the first quarter of 2024, tax expense included a $15 million benefit from the release of tax reserves due to the favorable resolution of a tax dispute.

In January 2024, we began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development (OECD). These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of top-up taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. In the first quarter of 2024, our income tax expense included $2 million of top-up tax, which was attributable to our earnings in Switzerland.

Additionally, the tax benefit or expense in each period reflected the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. Because the geographical mix of pre-tax profits and losses in interim periods may be different from that for the full year, tax expense or benefit in interim periods is not necessarily indicative of the tax benefit or expense for the full year.

 

 

 

Page 7


Table of Contents

 

LOGO

 

The comparability of our tax expense was impacted by various transactions and accounting adjustments during each period. The following table sets forth certain components within income tax expense that impact comparability from period to period, including tax expense associated with items that are removed from adjusted earnings:

 

     

 

Three months ended March 31,

 

 
(millions of U.S. dollars)

 

  

 

2024

 

    

2023(1)

 

 

Tax expense (benefit)

     

Tax items impacting comparability:

     

Discrete changes to uncertain tax positions(2)

     (15)        -  

Deferred tax adjustments(3)

     4        -  

Subtotal

     (11)        -  

Tax related to:

     

Amortization of acquired computer software(1)

     (9)        (2)  

Amortization of other identifiable intangible assets

     (6)        (6)  

Other operating (losses) gains, net

     (5)        (1)  

Other finance (costs) income

     (6)        (16)  

Share of post-tax (losses) earnings in equity method investments

     (5)        136  

Other items

     (1)        (1)  

Subtotal

     (32)        110  

Total

     (43)        110  

 

(1)

Revised to reflect the current presentation. Refer to Appendix A of this management’s discussion and analysis for additional information.

(2)

Relates to the release of tax reserves that are no longer required due to the settlement of a tax dispute.

(3)

Relates primarily to an adjustment to a deferred tax asset for a tax basis step-up attributable to a non-U.S. subsidiary.

Because the items described above impact the comparability of our tax expense or benefit for each period, we remove them from our calculation of adjusted earnings, along with the pre-tax items to which they relate. The computation of our adjusted tax expense is set forth below:

 

     

 

Three months ended March 31,

 

 

(millions of U.S. dollars)

 

  

 

2024

 

    

2023

 

 

Tax expense

     67        196  

Remove: Items from above impacting comparability

     43        (110)  

Other adjustment:

     

Interim period effective tax rate normalization(1)

     9        (2)  
     

Total tax expense on adjusted earnings

     119        84  

 

(1)

Adjustment to reflect income taxes based on estimated full-year effective tax rates. Earnings or losses for interim periods under IFRS generally reflect income taxes based on the estimated effective tax rates of each of the jurisdictions in which we operate. The non-IFRS adjustment reallocates estimated full-year income taxes between interim periods, but has no effect on full-year income taxes.

We expect new tax legislation to be enacted in Canada in 2024 that will reduce our ability to deduct interest expense against our Canadian income. As a result, we expect to increase our taxable profits in Canada against which we will apply tax loss carryforwards. When the legislation is enacted, we expect to recognize previously unrecognized tax loss carryforwards in our consolidated income statement and record corresponding deferred tax assets, the amount of which could be significant.

Results of Discontinued Operations

 

   
    

Three months ended March 31,

 

 
(millions of U.S. dollars)

 

  

2024

 

    

2023

 

 

Earnings from discontinued operations, net of tax

     14        19  

 

 

 

Page 8


Table of Contents

LOGO

 

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

Net earnings and diluted EPS

 

     

 

Three months ended March 31,

 

 
                  

 

Change

 

 

(millions of U.S. dollars, except per share amounts)

 

  

2024

 

    

2023

 

    

Total

 

    

 

Constant
Currency

 

 

IFRS Financial Measures

           

Net earnings

     478        756        (37%)     

Diluted EPS

   $ 1.06      $ 1.59        (33%)     

Non-IFRS Financial Measures(1)

           

Adjusted earnings

     503        396        27%     

Adjusted EPS

   $ 1.11      $ 0.84        32%        32%  

 

(1)

In the third quarter of 2023, we amended our definition of adjusted earnings and adjusted EPS to exclude amortization from acquired computer software. We revised the comparative 2023 period to reflect the current presentation. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

Net earnings and diluted EPS decreased in the first quarter of 2024, compared to the prior-year period, as the prior-year period included a significant increase in the value of our investment in LSEG.

Adjusted earnings and adjusted EPS, which excludes the change in value of our LSEG investment, as well as other adjustments, increased primarily due to higher adjusted EBITDA.

Both diluted and adjusted EPS benefited from a reduction in weighted-average common shares outstanding due to share repurchases and our June 2023 return of capital transaction.

Segment results

The following is a discussion of our five reportable segments and our Corporate costs for the three months ended March 31, 2024. We assess revenue growth for each segment, as well as the businesses within each segment, in constant currency and on an organic basis. See Appendix A of this management’s discussion and analysis for additional information.

Legal Professionals

 

   
    

Three months ended March 31,

 

 
                  

Change

 

 

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

 

  

2024

 

    

2023

 

    

Total

 

    

Constant
Currency

 

    

Organic

 

 

Recurring revenues

     698        672        4%        4%        7%  

Transactions revenues

     23        42        (46%)        (44%)        4%  

Revenues

     721        714        1%        1%        7%  

Segment adjusted EBITDA

     342        318        7%        8%     

Segment adjusted EBITDA margin

     47.4%        44.6%        280bp        310bp           

Revenues increased slightly in total and in constant currency as organic revenue growth of 7% was largely offset by a significant negative impact from the loss of revenues from the divestiture of the Elite business in the second quarter of 2023. On an organic basis, revenues grew due to growth in both recurring (97% of the Legal Professionals segment) and transactions (3% of the Legal Professionals segment) revenues. Recurring organic revenue growth was driven by Westlaw, Practical Law, CoCounsel, HighQ, and the segment’s international businesses. Revenue growth also included a benefit of $4 million due to the migration of customers from a Global Print product to Westlaw. Transactions organic revenue growth was driven by the Government business.

Segment adjusted EBITDA and the related margin increased due to higher revenues and lower expenses. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 30bp.

 

 

 

Page 9


Table of Contents

LOGO

 

Corporates

 

   
    

Three months ended March 31,

 

 
                  

Change

 

 

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

 

  

2024

 

    

2023

 

    

Total

 

    

Constant
Currency

 

    

Organic

 

 

Recurring revenues

     370        326        13%        13%        11%  

Transactions revenues

     137        109        26%        26%        16%  

Revenues

     507        435        17%        16%        12%  

Segment adjusted EBITDA

     193        154        26%        25%     

Segment adjusted EBITDA margin

     37.8%        35.1%        270bp        260bp           

Revenues increased in total and constant currency, which included a contribution from our acquisition of Pagero. On an organic basis, revenues grew 12% due to growth in both recurring (73% of the Corporates segment) and transactions (27% of the Corporates segment) revenues. Recurring organic revenue growth was driven by Practical Law, Indirect Tax, Pagero, and the segment’s international businesses. Transactions organic revenue growth benefited from strong seasonal demand from the Confirmation and Trust businesses.

Segment adjusted EBITDA and the related margin increased as higher revenues more than offset higher expenses. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 10bp.

Tax & Accounting Professionals

 

   
    

Three months ended March 31,

 

 
                  

Change

 

 

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

 

  

2024

 

    

2023

 

    

Total

 

    

Constant
Currency

 

    

Organic

 

 

Recurring revenues

     199        176        13%        14%        14%  

Transactions revenues

     129        106        22%        23%        15%  

Revenues

     328        282        16%        17%        14%  

Segment adjusted EBITDA

     181        149        21%        22%     

Segment adjusted EBITDA margin

     55.0%        51.4%        360bp        360bp           

Revenues increased in total and constant currency, which included a positive impact from our acquisition of SurePrep in the prior-year period. On an organic basis, revenues increased due to growth in both recurring (61% of the Tax & Accounting Professionals segment) and transactions (39% of the Tax & Accounting Professionals segment) revenues. Recurring organic revenue growth was driven by the segment’s businesses in Latin America, UltraTax, as well as a benefit of 2% because the prior-year period included certain non-recurring customer credits. Transactions organic revenue growth was driven by the strong seasonal performance of the SurePrep, UltraTax and the Confirmation businesses.

Segment adjusted EBITDA and the related margin increased as higher revenues more than offset higher expenses. Foreign currency had no impact on the change in segment adjusted EBITDA margin.

The Tax & Accounting Professionals segment is the company’s most seasonal business with approximately 60% of full-year revenues typically generated in the first and fourth quarters. As a result, the margin performance of this segment has been generally higher in the first and fourth quarters as costs are typically incurred in a more linear fashion throughout the year.

 

 

 

Page 10


Table of Contents

LOGO

 

Reuters News

 

   
    

Three months ended March 31,

 

 
                  

Change

 

 

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

 

  

2024

 

    

2023

 

    

Total

 

    

Constant
Currency

 

    

Organic

 

 

Recurring revenues

     164        155        6%        7%        4%  

Transactions revenues

     46        20        127%        126%        110%  

Revenues

     210        175        20%        21%        17%  

Segment adjusted EBITDA

     60        29        105%        109%     

Segment adjusted EBITDA margin

     28.3%        16.6%        1170bp        1190bp           

Revenues increased in total, in constant currency and on an organic basis driven primarily by generative AI related content licensing revenue that was largely transactional. Excluding the content licensing revenue, revenues grew 3%, primarily from the news agreement with LSEG, described below.

Reuters News and LSEG’s Data & Analytics business have an agreement pursuant to which Reuters News supplies news and editorial content to LSEG through October 1, 2048. In the first quarter of 2024, Reuters News recorded revenues of $96 million under this agreement, compared to $92 million in the prior-year period.

Segment adjusted EBITDA and the related margin increased primarily due to higher revenues. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 20bp.

Global Print

 

   
    

Three months ended March 31,

 

 
                  

Change

 

 

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

 

  

2024

 

    

2023

 

    

Total

 

    

Constant
Currency

 

    

Organic

 

 

Revenues

     124        138        (10%)        (10%)        (10%)  

Segment adjusted EBITDA

     47        50        (6%)        (7%)     

Segment adjusted EBITDA margin

     38.2%        36.5%        170bp        130bp           

Revenues decreased in total, in constant currency, and on an organic basis, in line with our expectations. The revenue decline included the impact of the transfer of $4 million of revenues from the Global Print segment to the Legal Professionals segment due to the migration of customers from a Global Print product to Westlaw. Global Print revenues declined 6% excluding the impact of the revenue transfer.

Segment adjusted EBITDA declined primarily due to lower revenues. The related margin increased as lower expenses more than offset the impact from lower revenues. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 40bp.

Corporate costs

 

   
    

Three months ended March 31,

 

 
(millions of U.S. dollars)

 

  

2024

 

    

2023

 

 

Corporate costs

     17        23  

Corporate costs decreased primarily due to lower costs in certain corporate functional areas and a benefit from foreign currency.

Investment in LSEG

We indirectly own shares in LSEG through YPL, an entity jointly owned by our company and Blackstone’s consortium.

On March 5, 2024, LSEG amended the terms of contractual lock-up provisions previously agreed between LSEG and the Blackstone consortium/Thomson Reuters entities that hold the LSEG shares, which increased the number of LSEG shares we could sell between March 2, 2024 and January 29, 2025 from 6.1 million shares to 7.5 million shares. In the first quarter of 2024, we sold 10.1 million shares of LSEG that our company indirectly owned, including 2.6 million that were subject to call options. We received $1.2 billion of gross proceeds related to LSEG transactions which included $57 million from the settlement of foreign exchange contracts and $58 million from shares sold in 2023 that settled in 2024. Virtually all of the $1.2 billion was received in the form of dividends from YPL. See the “Liquidity and Capital Resources” section of the management’s discussion and analysis for information on our use of proceeds from the sale of LSEG shares.

 

 

 

Page 11


Table of Contents

 

LOGO

 

In the first quarter of 2023, we sold 24.5 million shares of LSEG that our company indirectly owned. We received $2.3 billion of gross proceeds, which included $96 million from the settlement of foreign exchange contracts. Of this amount $2.2 billion was received in the form of dividends from YPL.

See the “Subsequent Events” section of this management’s discussion and analysis for transactions that occurred after March 31, 2024 and the details about the value of our current LSEG holdings.

Liquidity and Capital Resources

We have historically maintained a disciplined capital strategy that balances growth, long-term financial leverage, credit ratings and returns to shareholders. We are focused on having the investment capacity to drive revenue growth, both organically and through acquisitions, while also maintaining our long-term financial leverage and credit ratings and continuing to provide returns to shareholders. Our principal sources of liquidity are cash and cash equivalents and cash provided by operating activities. From time to time, we also issue commercial paper, borrow under our credit facility, and issue debt securities. Our principal uses of cash are for debt repayments, debt servicing costs, dividend payments, capital expenditures, share repurchases and acquisitions.

In the first quarter of 2024, we received gross proceeds of $1.2 billion in connection with the sale of 10.1 million LSEG shares. We acquired World Business Media and 99.58% of Pagero for an aggregate amount of $806 million. We also repurchased $352 million of our common shares under our current share repurchase program. As of March 31, 2024, we have cumulatively purchased $713 million under our current plan to repurchase up to $1.0 billion of our common shares as announced on November 1, 2023, and expect to complete our share repurchase program by the end of the second quarter of 2024.

We plan to continue to sell LSEG shares subject to contractual lock-up provisions. We expect those proceeds will provide us with further options for investment, including acquisitions and returns to shareholders (refer to the “Investment in LSEG” section, and the “Share repurchases – Normal Course Issuer Bid (NCIB)” subsection below, of this management’s discussion and analysis for additional information).

Our capital strategy approach has provided us with a strong capital structure and liquidity position. Our disciplined approach and cash generative business model have allowed us to weather economic volatility in recent years caused by macroeconomic and geopolitical factors, while continuing to invest in our business. While we are closely monitoring the global disruption caused by Russia’s invasion of Ukraine and the ongoing Israel – Hamas conflict, our operations in those regions are not material to our business.

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

As of March 31, 2024, we had $1.9 billion of cash on hand, which includes a portion of the proceeds from the sale of our LSEG shares. As a result, our net debt to adjusted EBITDA leverage ratio as of March 31, 2024 was 0.8:1, significantly lower than our target of 2.5:1. As calculated under our credit facility covenant, our net debt to adjusted EBITDA leverage ratio as of March 31, 2024 was 0.7:1, which is also well below the maximum leverage ratio allowed under the credit facility of 4.5:1. Our next scheduled debt maturity is in September 2024.

We believe that our existing sources of liquidity will be sufficient to fund our expected cash requirements in the normal course of business for the next 12 months.

Certain information above in this section is forward-looking and should be read in conjunction with the section entitled “Additional Information — Cautionary Note Concerning Factors That May Affect Future Results”.

 

 

 

Page 12


Table of Contents

LOGO

 

Cash flow

Summary of consolidated statement of cash flow

 

   
    

 

Three months ended March 31,

 

 

  (millions of U.S. dollars)

 

  

2024

 

    

2023

 

    

$ Change

 

 

  Net cash provided by operating activities

  

 

432

 

  

 

267

 

  

 

165

 

  Net cash provided by investing activities

  

 

643

 

  

 

1,668

 

  

 

(1,025)

 

  Net cash used in financing activities

  

 

(470)

 

  

 

(1,315)

 

  

 

845

 

  Translation adjustments

  

 

(2)

 

  

 

1

 

  

 

(3)

 

  Increase in cash and cash equivalents

  

 

603

 

  

 

621

 

  

 

(18)

 

  Cash and cash equivalents at beginning of period

  

 

1,298

 

  

 

1,069

 

  

 

229

 

  Cash and cash equivalents at end of period

  

 

1,901

 

  

 

1,690

 

  

 

211

 

  Non-IFRS Financial Measure (1)

        

  Free cash flow

  

 

271

 

  

 

133

 

  

 

138

 

 

(1)

Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

Operating activities. Net cash provided by operating activities increased due to the cash benefits from higher operating profit. The prior period also included $63 million of payments related to our Change Program, which we completed in 2022.

Investing activities. Net cash provided by investing activities in the first quarter of 2024 included $1,244 million in proceeds from the sales of LSEG shares (see the “Investment in LSEG” section of this management’s discussion and analysis for additional information). These inflows were partly offset by $436 million of acquisition spend, which included the purchase of a controlling interest in Pagero and all of World Business Media, and $145 million of capital expenditures.

Net cash provided by investing activities in the first quarter of 2023 included $2,293 million in proceeds from the sales of LSEG shares. These inflows were partly offset by $490 million of acquisition spend, which included SurePrep LLC, a provider of tax automation software and services, and $140 million of capital expenditures.

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

Net cash used in financing activities in the first quarter of 2023 included outflows of $942 million of returns to common shareholders, which was comprised of $224 million of dividends and $718 million of share repurchases, as well as $361 million in net payments under our commercial paper program. Refer to the “Commercial paper program”, ”Dividends” and “Share repurchases - Normal Course Issuer Bid (NCIB)” subsections below for additional information.

Cash and cash equivalents. Cash and cash equivalents as of March 31, 2024 were higher compared to the beginning of the year primarily due to net proceeds from the sale of 10.1 million of our indirectly owned LSEG shares.

Free cash flow. Free cash flow increased primarily due to higher cash flows from operating activities, as capital expenditures were only slightly higher. The prior-year period also benefited from proceeds from the sale of a subsidiary to a company affiliated with Woodbridge.

Additional information about our debt and credit arrangements, dividends and share repurchases is as follows:

 

   

Commercial paper program. Our $2.0 billion commercial paper program provides cost-effective and flexible short-term funding. The carrying amount of outstanding commercial paper of $699 million is included in “Current indebtedness” within the consolidated statement of financial position as of March 31, 2024 (December 31, 2023 - $130 million). Issuances of commercial paper reached a peak of $700 million during the first quarter of 2024.

 

 

 

Page 13


Table of Contents

 

LOGO

 

   

Credit facility. We have a $2.0 billion syndicated credit facility agreement which matures in November 2027 and may be used to provide liquidity for general corporate purposes (including acquisitions or support for our commercial paper program). There were no outstanding borrowings under the credit facility as of March 31, 2024. Based on our current credit ratings, the cost of borrowing under the facility is priced at the Term Secured Overnight Financing Rate (SOFR)/Euro Interbank Offered Rate (EURiBOR)/Simple Sterling Overnight Index Average (SONIA) plus 102.5 basis points. We have the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $2.6 billion. If our debt rating is downgraded by Moody’s, S&P or Fitch, our facility fees and borrowing costs would increase, although availability would be unaffected. Conversely, an upgrade in our ratings may reduce our facility fees and borrowing costs. We also monitor the lenders that are party to our facility and believe they continue to be able to lend to us.

 

We guarantee borrowings by our subsidiaries under the credit facility. We must also maintain a ratio of net debt as defined in the credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If we complete an acquisition with a purchase price of over $500 million, we may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of March 31, 2024, we complied with this covenant as our ratio of net debt to EBITDA, as calculated under the terms of our syndicated credit facility was 0.7:1.

 

   

Long-term debt. We did not issue notes or repay any of our term debt in the three months ended March 31, 2024. Thomson Reuters Corporation and one of its U.S. subsidiaries, TR Finance LLC, may collectively issue up to $3.0 billion of unsecured debt securities from time to time through July 29, 2024 under a base shelf prospectus. Any debt securities issued by TR Finance LLC will be fully and unconditionally guaranteed on an unsecured basis by Thomson Reuters Corporation and three U.S. subsidiary guarantors, which are also indirect 100%-owned and consolidated subsidiaries of Thomson Reuters Corporation. Except for TR Finance LLC and the subsidiary guarantors, none of Thomson Reuters Corporation’s other subsidiaries have guaranteed or would otherwise become obligated with respect to any issued TR Finance LLC debt securities. Neither Thomson Reuters Corporation nor TR Finance LLC has issued any debt securities under the prospectus. We expect to file a new base shelf prospectus later this year in connection with the expiration of the current base shelf prospectus. Please refer to Appendix D of this management’s discussion and analysis for condensed consolidating financial information of the Company, including TR Finance LLC and the subsidiary guarantors.

 

   

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

 

The following table sets forth the credit ratings from rating agencies in respect of our outstanding securities as of the date of this management’s discussion and analysis:

 

     

Moody’s

 

    

S&P Global Ratings

 

    

DBRS Limited

 

  

Fitch

 

  Long-term debt

  

Baa1

    

BBB

    

BBB (high)

  

BBB+

  Commercial paper

  

P-2

    

A-2

    

R-2 (high)

  

F1

  Trend/Outlook

  

Stable

    

Stable

    

Stable

  

Stable

 

These credit ratings are not recommendations to purchase, hold, or sell securities and do not address the market price or suitability of a specific security for a particular investor. Credit ratings may not reflect the potential impact of all risks on the value of securities. We cannot ensure that our credit ratings will not be lowered in the future or that rating agencies will not issue adverse commentaries regarding our securities.

 

 

 

Page 14


Table of Contents

LOGO

 

   

Dividends. Dividends on our common shares are declared in U.S. dollars. In February 2024, we announced a 10% or $0.20 per share increase in the annualized dividend rate to $2.16 per common share (beginning with the common share dividend that we paid in March 2024). In our consolidated statement of cash flow, dividends paid on common shares are shown net of amounts reinvested in our company under our dividend reinvestment plan (DRIP). Registered holders of common shares may participate in our DRIP, under which cash dividends are automatically reinvested in new common shares. Common shares are valued at the weighted-average price at which the shares traded on the Toronto Stock Exchange (TSX) during the five trading days immediately preceding the record date for the dividend.

 

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

 

     

 

Three months ended March 31,

 

 

  (millions of U.S. dollars, except per share amounts)

 

  

  2024  

 

    

  2023  

 

 

  Dividends declared per common share

  

$

0.54  

 

  

$

0.49  

 

  Dividends declared

  

 

244  

 

  

 

232  

 

  Dividends reinvested

  

 

(7)  

 

  

 

(8)  

 

  Dividends paid

  

 

237  

 

  

 

224  

 

 

   

Share repurchases – Normal Course Issuer Bid (NCIB). We buy back shares (and subsequently cancel them) from time to time as part of our capital strategy. On November 1, 2023, we announced that we plan to repurchase up to $1.0 billion of our common shares. Share repurchases are typically executed under a NCIB. Shares are repurchased for the new buyback program under a renewed NCIB, which was approved by the TSX and effective on November 1, 2023. Under the renewed NCIB up to 10 million common shares may be repurchased between November 3, 2023 and November 2, 2024. We may repurchase common shares in open market transactions on the TSX, the NYSE and/or other exchanges and alternative trading systems, if eligible, or by such other means as may be permitted by the TSX and/or NYSE or under applicable law, including private agreement purchases or share purchase program agreement purchases if we receive, if applicable, an issuer bid exemption order in the future from applicable securities regulatory authorities in Canada for such purchases. The price that we will pay for common shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by the TSX.

 

Details of share repurchases were as follows:

 

     

 

Three months ended March 31,

 

 
     

  2024  

 

    

  2023  

 

 

  Share repurchases (millions of U.S. dollars)

  

 

352  

 

  

 

718  

 

  Shares repurchased (number in millions)

  

 

2.3  

 

  

 

6.0  

 

  Share repurchases – average price per share in U.S. dollars

  

$

153.50  

 

  

$

120.10  

 

 

Decisions regarding any future repurchases will depend on certain factors such as market conditions, share price and other opportunities to invest capital for growth. We may elect to suspend or discontinue share repurchases at any time, in accordance with applicable laws. From time to time when we do not possess material nonpublic information about ourselves or our securities, we may enter into a pre-defined plan with our broker to allow for the repurchase of shares at times when we ordinarily would not be active in the market due to our own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with our broker will be adopted in accordance with applicable Canadian securities laws and the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended.

Financial position

Our total assets of $18.8 billion as of March 31, 2024 did not significantly change compared to $18.7 billion of total assets as of December 31, 2023.

 

 

 

Page 15


Table of Contents

 

LOGO

 

As of March 31, 2024, our current liabilities exceeded our current assets because current liabilities include a significant amount of deferred revenue, which arises from the sale of subscription-based products and services that many customers pay for in advance. The cash received from these advance payments is used to currently fund the operating, investing and financing activities of our business. However, for accounting purposes, these advance payments must be deferred and recognized over the term of the subscription. As such, we typically reflect a negative working capital position in our consolidated statement of financial position. In the ordinary course of business, deferred revenue does not represent a cash obligation, but rather an obligation to perform services or deliver products, and therefore when we are in that situation, we do not believe it is indicative of a liquidity issue, but rather an outcome of the required accounting for our business model.

Net debt and leverage ratio of net debt to adjusted EBITDA

 

     
    

March 31,

 

    

December 31,

 

 

  (millions of U.S. dollars)

 

  

2024

 

    

2023

 

 

  Net debt(1)

  

 

2,185

 

  

 

2,207

 

  Leverage ratio of net debt to adjusted EBITDA

     

  Adjusted EBITDA(1)

  

 

2,807

 

  

 

2,678

 

  Net debt / adjusted EBITDA(1)

  

 

0.8:1

 

  

 

0.8:1

 

 

(1)

Amounts represent non-IFRS financial measures. For additional information about our liquidity, we provide our leverage ratio of net debt to adjusted EBITDA. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

Our leverage ratio of net debt to adjusted EBITDA was well below our target ratio of 2.5:1. Net debt was essentially unchanged as an increase in our commercial paper borrowings was offset by an increase in our cash and cash equivalents (refer to the “Cash Flow” section of this management’s discussion and analysis for additional information). As of March 31, 2024, our total debt position (after swaps) was $3.8 billion. Occasionally, we hold commercial paper and excess cash balances simultaneously due to timing of global cash operations.

The maturity dates for our term debt are well balanced with no significant concentration in any one year. As of March 31, 2024, the average maturity of our term debt of $3.1 billion (total debt excluding $699 million of commercial paper) was approximately eight years at an average interest rate (after swaps) of slightly over 4%, all of which is fixed.

Off-balance sheet arrangements, commitments and contractual obligations

For a summary of our other off-balance sheet arrangements, commitments and contractual obligations please see our 2023 annual management’s discussion and analysis. There were no material changes to these arrangements, commitments and contractual obligations during the three months ended March 31, 2024.

Contingencies

Lawsuits and legal claims

We are engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, employment matters, commercial matters, privacy and data protection matters, defamation matters and intellectual property infringement matters. The outcome of all the matters against us is subject to future resolution, including uncertainties of litigation. Litigation outcomes are difficult to predict with certainty due to various factors, including but not limited to: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories and procedures and their resolution by the courts, at both trial and appellate levels; and the unpredictable nature of opposing parties. Based on information currently known to us and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on our financial condition taken as a whole.

Uncertain tax positions

We are subject to taxation in numerous jurisdictions and we are routinely under audit by many different taxing authorities in the ordinary course of business. There are many transactions and calculations during the course of business for which the ultimate tax determination is uncertain, as taxing authorities may challenge some of our positions and propose adjustments or changes to our tax filings.

 

 

 

Page 16


Table of Contents

LOGO

 

As a result, we maintain provisions for uncertain tax positions that we believe appropriately reflect our risk. These provisions are made using our best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, we perform an expected value calculation to determine our provisions. We review the adequacy of these provisions at the end of each reporting period and adjust them based on changing facts and circumstances. Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from our provisions. However, based on currently enacted legislation, information currently known to us and after consultation with outside tax advisors, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on our financial condition taken as a whole.

Prior to December 31, 2023, we paid $430 million of tax as required under notices of assessment issued by the U.K. tax authority, HM Revenue & Customs (HMRC), under the Diverted Profits Tax (DPT) regime that collectively related to the 2015, 2016, 2017 and 2018 taxation years of certain of our current and former U.K. affiliates. We do not believe these current and former U.K. affiliates fall within the scope of the DPT regime. Because we believe our position is supported by the weight of law, we intend to vigorously defend our position and will continue contesting these assessments through all available administrative and judicial remedies. As the assessments largely relate to businesses that we have sold, the majority are subject to indemnity arrangements under which we have been required to pay additional taxes to HMRC or the indemnity counterparty.

We do not believe that the resolution of these matters will have a material adverse effect on our financial condition taken as a whole. Payments made by us are not a reflection of our view on the merits of the case. As we expect to receive refunds of substantially all of the aggregate of amounts paid pursuant to these notices of assessment, we expect to continue recording substantially all of these payments as non-current receivables from HMRC or the indemnity counterparty, in our financial statements.

Guarantees

We have an investment in 3XSQ Associates, an entity jointly owned by one of our subsidiaries and Rudin Times Square Associates LLC (Rudin), that owns and operates the 3 Times Square office building (the building) in New York, New York. In June 2022, 3XSQ Associates obtained a $415 million, 3-year term loan facility to refinance existing debt, fund the building’s redevelopment, and cover interest and operating costs during the redevelopment period. The building is pledged as loan collateral. We and Rudin each guarantee 50% of (i) certain principal loan amounts and (ii) interest and operating costs. We and Rudin also jointly and severally guarantee (i) completion of commenced works and (ii) lender losses arising from disallowed acts, environmental or otherwise. To minimize economic exposure to 50% for the joint and several obligations, we and a parent entity of Rudin entered into a cross-indemnification arrangement. We believe the value of the building is expected to be sufficient to cover obligations that could arise from the guarantees. The guarantees do not impact our ability to borrow funds under our $2.0 billion syndicated credit facility or the related covenant calculation.

For additional information, please see the “Risk Factors” section of our 2023 annual report, which contains further information on risks related to legal and tax matters.

Outlook

The information in this section is forward-looking and should be read in conjunction with the section entitled “Additional Information—Cautionary Note Concerning Factors That May Affect Future Results”.

In February 2024, we communicated our financial outlook for the year. In May 2024, we moderately raised our 2024 outlook for total and organic revenue growth for both our total company and our “Big 3” segments, reflecting the strong performance of our business in the first quarter of 2024. We maintained our outlook for all other guidance metrics. The following table sets forth our updated 2024 outlook and our full-year 2023 actual results, which includes non-IFRS financial measures. Our updated 2024 outlook:

 

   

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.

We believe this type of guidance provides useful insight into the anticipated performance of our business.

 

 

 

Page 17


Table of Contents

 

LOGO

 

We continue to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth and an evolving interest rate and inflationary backdrop. Any worsening of the global economic or business environment, among other factors, could impact our ability to achieve our outlook.

 

       

Total Thomson Reuters

 

  

2023 Actual

 

  

2024 Outlook

2/8/2024

 

  

2024 Outlook
5/2/2024

 

Revenue growth

  

3%

  

Approx. 6.5%

  

Approx 6.5% - 7.0%

Organic revenue growth(1)

  

6%

  

Approx. 6.0%

  

Approx. 6.0%- 6.5%

Adjusted EBITDA margin(1)

  

39.3%

  

Approx. 38%

  

Unchanged

Corporate costs

  

$115 million

  

$120 - $130 million

  

Unchanged

Free cash flow(1)

  

$1.9 billion

  

Approx. $1.8 billion

  

Unchanged

Accrued capital expenditures as a percentage of revenues(1)

  

7.8%

  

Approx. 8.5%

  

Unchanged

Depreciation and amortization of computer software

  

$628 million

  

$730 - $750 million

  

Unchanged

Depreciation and amortization of internally developed software

  

$556 million

  

$595 - $615 million

Amortization of acquired software

  

$72 million

   Approx. $135 million

Interest expense(2)

  

$164 million

  

$150 - $170 million

  

Unchanged

Effective tax rate on adjusted earnings(1)

  

16.5%

  

Approx. 18%

  

Unchanged

       

“Big 3” Segments(1)

 

  

2023 Actual

 

  

2024 Outlook

2/8/2024

 

  

2024 Outlook
5/2/2024

 

Revenue growth

  

3%

  

Approx. 8.0%

  

Approx 8.0% - 8.5%

Organic revenue growth

  

7%

  

Approx. 7.5%

  

Approx 7.5% - 8.0%

Adjusted EBITDA margin

  

43.8%

  

Approx. 43%

  

Unchanged

 

(1)

Non-IFRS financial measures. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

(2)

2023 actual excludes a $12 million interest benefit associated with the release of tax reserves that is removed from adjusted earnings.

We expect our second-quarter 2024 organic revenue growth rate to be approximately 6% and our adjusted EBITDA margin to be approximately 36%.

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

 

 

  Revenues

 

  Material assumptions   

  Material risks

 

 Uncertain macroeconomic and geopolitical conditions will continue to disrupt the economy and cause periods of volatility

 

 Continued need for trusted products and services that help customers navigate evolving and complex legal, tax, accounting, regulatory, geopolitical and commercial changes, developments and environments, and for cloud-based digital tools that drive productivity

 

 Continued ability to deliver innovative products that meet evolving customer demands

 

 Acquisition of new customers through expanded and improved digital platforms, simplification of the product portfolio and through other sales initiatives

 

 Improvement in customer retention through commercial simplification efforts and customer service improvements

  

 Ongoing geopolitical instability and uncertainty regarding interest rates and inflation, continue to impact the global economy. The severity and duration of any one, or a combination, of these conditions could impact the global economy and lead to lower demand for our products and services (beyond our assumption that these disruptions will cause periods of volatility)

 

 Uncertainty in the legal regulatory regime relating to AI. Potential future legislation may make it harder for us to conduct business using AI, lead to regulatory fines or penalties, require us to change product offerings or business practices, or prevent or limit our use of AI

 

 Demand for our products and services could be reduced by changes in customer buying patterns, or our inability to execute on key product design or customer support initiatives

 

 Competitive pricing actions and product innovation could impact our revenues

 

 Our sales, commercial simplification and product design initiatives may be insufficient to retain customers or generate new sales

 

 

 

 

Page 18


Table of Contents

 

LOGO

 

 

 

  Adjusted EBITDA margin

 

  Material assumptions   

  Material risks

 

 Our ability to achieve revenue growth targets

 

 Business mix continues to shift to higher-growth product offerings

 

 Integration expenses associated with recent acquisitions will reduce margins

  

 Same as the risks above related to the revenue outlook

 

 Higher than expected inflation may lead to greater than anticipated increase in labor costs, third-party supplier costs and costs of print materials

 

 Acquisition and disposal activity may dilute adjusted EBITDA margin

 

 

  Free Cash Flow

 

  Material assumptions

 

  

  Material risks

 

 Our ability to achieve our revenue and adjusted EBITDA margin targets

 

 Accrued capital expenditures expected to approximate 8.5% of revenues in 2024

  

 Same as the risks above related to the revenue and adjusted EBITDA margin outlook

 

 A weaker macroeconomic environment could negatively impact working capital performance, including the ability of our customers to pay us

 

 Accrued capital expenditures may be higher than currently expected

 

 The timing and amount of tax payments to governments may differ from our expectations

 

 

 

 

  Effective tax rate on adjusted earnings

 

  Material assumptions      Material risks

 Our ability to achieve our adjusted EBITDA target

 

 The mix of taxing jurisdictions where we recognized pre-tax profit or losses in 2023 does not significantly change in 2024

 

 Minimal changes in currently enacted tax laws and treaties within the jurisdictions where we operate (except for the enactment of proposed tax legislation having retroactive effect to January 1, 2024 that is currently under consideration by Canada’s Parliament)

 

 Significant gains that will prevent the imposition of certain minimum taxes

 

 No significant charges or benefits from the finalization of prior tax years

 

 Depreciation and amortization of internally developed computer software of $595 - $615 million in 2024

 

 Interest expense of $150 - $170 million in 2024

 

 

  

 Same as the risks above related to adjusted EBITDA

 

 A material change in the geographical mix of our pre-tax profits and losses

 

 A material change in current tax laws or treaties to which we are subject, and did not expect

 

 Depreciation and amortization of internally developed computer software as well as interest expense may be significantly higher or lower than expected

Our outlook contains various non-IFRS financial measures. We believe that providing reconciliations of forward-looking non-IFRS financial measures in our outlook would be potentially misleading and not practical due to the difficulty of projecting items that are not reflective of ongoing operations in any future period. The magnitude of these items may be significant. Consequently, for outlook purposes only, we are unable to reconcile these measures to the most comparable IFRS measures because we cannot predict, with reasonable certainty, the impact of changes in foreign exchange rates which impact (i) the translation of our results reported at average foreign currency rates for the year and (ii) other finance income or expense related to intercompany financing arrangements and foreign exchange contracts. Additionally, we cannot reasonably predict (i) our share of post-tax earnings or losses in equity method investments, which is subject to changes in the stock price of LSEG or (ii) the occurrence or amount of other operating gains and losses, which generally arise from business transactions we do not currently anticipate.

Related Party Transactions

As of May 1, 2024, our principal shareholder, Woodbridge, beneficially owned approximately 70% of our common shares.

Transactions with YPL

In the first quarter of 2024, we received $1.2 billion of dividends from YPL related to sale of LSEG shares indirectly owned by our company. See the “Investment in LSEG” section of this management’s discussion and analysis for additional information.

 

 

 

Page 19


Table of Contents

 

LOGO

 

Except for the above transactions, there were no new significant related party transactions during the first quarter of 2024. Refer to the “Related Party Transactions” section of our 2023 annual management’s discussion and analysis, which is contained in our 2023 annual report, as well as note 32 of our 2023 annual consolidated financial statements for information regarding related party transactions.

Subsequent Events

Sale of LSEG Shares

On May 1, 2024, we agreed to sell to LSEG approximately 1.6 million LSEG shares that we indirectly owned for approximately $175 million in an off-market purchase pursuant to the terms of a buyback contract that was approved by LSEG’s shareholders on April 25, 2024. In order to enable the off-market purchase, LSEG agreed to a limited variation of the contractual lock-up provisions previously agreed between LSEG and the Blackstone consortium/Thomson Reuters entities that hold the LSEG shares.

As of May 1, 2024, after the completion of the above transaction, we indirectly owned approximately 4.3 million LSEG shares and the market value was approximately $0.5 billion, based on LSEG’s closing share price on that date. These shares are subject to amended lock-up provisions that allow our company to sell all of the remaining shares after January 29, 2025. Relative to our remaining shares as of May 1, 2024, we expect to pay 25% capital gains tax on proceeds above our tax basis of approximately $100 million.

Share Repurchases

From April 1, 2024 through April 30, 2024, we repurchased 0.7 million of our common shares for $106 million under the $1.0 billion share buyback program announced in November 2023. Under this program, we have cumulatively repurchased $819 million of our common shares.

Changes in Accounting Policies

Please refer to the “Changes in Accounting Policies” section of our 2023 annual management’s discussion and analysis, which is contained in our 2023 annual report, for information regarding changes in accounting policies. Since the date of our 2023 annual management’s discussion and analysis, there have not been any significant changes to our accounting policies. Refer to note 1 of our consolidated interim financial statements for the three months ended March 31, 2024 for information regarding recent accounting pronouncements.

Critical Accounting Estimates and Judgments

The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Please refer to the “Critical Accounting Estimates and Judgments” section of our 2023 annual management’s discussion and analysis, which is contained in our 2023 annual report, for additional information. Since the date of our 2023 annual management’s discussion and analysis, there have not been any significant changes to our critical accounting estimates and judgments.

We continue to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth and an evolving interest rate and inflationary backdrop, among other factors. While we are closely monitoring these conditions to assess potential impacts on our businesses, some of management’s estimates and judgments may be more variable and may change materially in the future due to the significant uncertainty created by these circumstances.

Additional Information

Disclosure controls and procedures

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in applicable U.S. and Canadian securities law) as of the end of the period covered by this management’s discussion and analysis, have concluded that our disclosure controls and procedures were effective to ensure that all information that we are required to disclose in reports that we file or furnish under the U.S. Securities Exchange Act and applicable Canadian securities law is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and Canadian securities regulatory authorities; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

 

 

Page 20


Table of Contents

 

LOGO

 

Internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

There was no change in our internal control over financial reporting during the first quarter of 2024 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Share capital

As of May 1, 2024, we had outstanding 450,530,559 common shares, 6,000,000 Series II preference shares, 1,326,681 stock options and a total of 1,392,679 time-based restricted share units and performance restricted share units. We have also issued a Thomson Reuters Founders Share which enables Thomson Reuters Founders Share Company to exercise extraordinary voting power to safeguard the Thomson Reuters Trust Principles.

Public securities filings and regulatory announcements

You may access other information about our company, including our 2023 annual report (which contains information required in an annual information form) and our other disclosure documents, reports, statements or other information that we file with the Canadian securities regulatory authorities through SEDAR at sedarplus.ca and in the United States with the Securities and Exchange Commission (SEC) at sec.gov.

Cautionary note concerning factors that may affect future results

Certain statements in this management’s discussion and analysis are forward-looking, including, but not limited to, our business outlook, as well as statements regarding the Company’s intention to sell a portion of its shares in LSEG, the Company’s intentions to target a maximum leverage ratio of 2.5x net debt to adjusted EBITDA, a dividend payout ratio of between 50% to 60% of its free cash flow, its target to return at least 75% of free cash flow annually in the form of dividends and share repurchases, as well as its target to earn a return on invested capital (ROIC) that is double or more of its weighted-average cost of capital over time, the Company’s expectations regarding share repurchases, its expectations regarding refunds on amounts paid to HMRC, and other expectations regarding the Company’s strategic priorities, initiatives and opportunities, expectations regarding its liquidity and capital resources, and our intention to file a base shelf prospectus, and expectations regarding the impact of tax legislation to be enacted. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While we believe that we have a reasonable basis for making forward-looking statements in this management’s discussion and analysis, they are not a guarantee of future performance or outcomes or that any other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond our company’s control and the effects of them can be difficult to predict. In particular, the full extent of the impact of macroeconomic and geopolitical environment on the Company’s business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict.

Certain factors that could cause actual results or events to differ materially from current expectations are discussed in the “Outlook” section above. Additional factors are discussed in the “Risk Factors” section of our 2023 annual report and in materials that we from time to time file with, or furnish to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. Many of those risks are, and could be, exacerbated by a worsening of the global geopolitical, business and economic environments. There is no assurance that any forward-looking statement will materialize.

The Company’s business outlook is based on information currently available to the Company and is based on various external and internal assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate under the circumstances.

The Company has provided a business outlook for the purpose of presenting information about current expectations for the periods presented. This information may not be appropriate for other purposes. You are cautioned not to place undue reliance on forward-looking statements which reflect expectations only as of the date of this management’s discussion and analysis. Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.

 

 

 

Page 21


Table of Contents

 

LOGO

 

Appendix A

Non-IFRS Financial Measures

We use non-IFRS financial measures, which include ratios that incorporate one or more non-IFRS financial measures, as supplemental indicators of our operating performance and financial position as well as for internal planning purposes, our management incentive programs and our business outlook. These measures do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies.

In the third quarter of 2023, we amended our definition of adjusted earnings and adjusted EPS to exclude amortization from acquired computer software. While we have always excluded amortization from acquired identifiable intangible assets other than computer software from adjusted earnings and adjusted EPS, this change aligns our treatment of amortization for all acquired intangible assets. Prior period amounts were revised for comparability. Acquired intangible assets contribute to the generation of revenues from acquired companies, which are included in our computation of adjusted earnings.

The following table sets forth our non-IFRS financial measures including an explanation of why we believe they are useful measures of our performance. Reconciliations to the most directly comparable IFRS measure are reflected in Appendix B of this management’s discussion and analysis.

 

     

 

How We Define It

  

 

Why We Use It and Why It Is Useful to
Investors

 

  

 

Most Directly Comparable

IFRS Measure

 

     

 

 Adjusted EBITDA and the related margin

 

         

Represents earnings or losses from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of computer software and other identifiable intangible assets, our share of post-tax earnings or losses in equity method investments, other operating gains and losses, certain asset impairment charges and fair value adjustments, including those related to acquired deferred revenue.

 

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

 

 

 

Page 22


Table of Contents

 

LOGO

 

     

 

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.

  

 

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

Adjusted EPS is calculated from adjusted earnings using diluted weighted-average shares and does not represent actual earnings or loss per share attributable to shareholders.

 

         

 

 Effective tax rate on adjusted earnings

 

Adjusted tax expense divided by pre-tax adjusted earnings. Adjusted tax expense is computed as income tax (benefit) expense plus or minus the income tax impacts of all items impacting adjusted earnings (as described above), and other tax items impacting comparability.

   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.     

 

 

 

Page 23


Table of Contents

 

LOGO

 

     

 

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

 

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:

 Revenues

 Operating expenses

 

Non-IFRS Measures and ratios:

 Adjusted EBITDA and adjusted EBITDA margin

 Adjusted EPS

 

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.

 

 

 

Page 24


Table of Contents

 

LOGO

 

     

 

How We Define It

  

 

Why We Use It and Why It Is Useful to
Investors

 

  

 

Most Directly Comparable

IFRS Measure

 

 

Changes in revenues computed on an “organic” basis

 

Represent changes in revenues of our existing businesses at constant currency. The metric excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods.

 

 For acquisitions, we calculate organic growth as though we had owned the acquired business in both periods. We compare revenues for the acquired business for the period we owned the business to the same prior-year period revenues for that business, when we did not own it.

 For dispositions, we calculate organic growth only for the time we owned the business in the current period, compared to the same period in the prior year.

 

  

 

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

 

 

 

Page 25


Table of Contents

 

LOGO

 

Appendix B

This appendix provides reconciliations of certain non-IFRS financial measures to the most directly comparable IFRS measure for the three months ended March 31, 2024 and 2023, and year ended December 31, 2023.

Rounding

Other than EPS, we report our results in millions of U.S. dollars, but we compute percentage changes and margins using whole dollars to be more precise. As a result, percentages and margins calculated from reported amounts may differ from those presented, and growth components may not total due to rounding.

Reconciliation of earnings from continuing operations to adjusted EBITDA and adjusted EBITDA less accrued capital expenditures

 

     
     Three months ended
March 31,
    Year ended
December 31,
 

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

 

  

2024

 

    

2023

 

   

2023

 

 
Earnings from continuing operations      464        737       2,646  
Adjustments to remove:        

Tax expense

     67        196       417  

Other finance (income) costs

     (22)        90       192  

Net interest expense

     40        55       152  

Amortization of other identifiable intangible assets

     25        25       97  

Amortization of computer software

     153        118       512  

Depreciation

     28        30       116  
EBITDA      755        1,251       4,132  
Adjustments to remove:        

Share of post-tax losses (earnings) in equity method investments

     8        (570)       (1,075)  

Other operating losses (gains), net

     41        (17)       (397)  

Fair value adjustments(1)

     2        13       18  
Adjusted EBITDA      806        677       2,678  

Deduct: Accrued capital expenditures

     (134)        (121)       (532)  
Adjusted EBITDA less accrued capital expenditures      672        556       2,146  
Adjusted EBITDA margin      42.7%        38.8%       39.3%  

Adjusted EBITDA less accrued capital expenditures margin

     35.6%        31.8%       31.5%  

 

(1)

Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business, a component of operating expenses, as well as adjustments related to acquired deferred revenue.

Reconciliation of capital expenditures to accrued capital expenditures

 

     
    

Three months ended
March 31,

 

   

Year ended
December 31,

 

 
(millions of U.S. dollars)

 

  

2024

 

    

2023

 

   

2023

 

 
Capital expenditures      145        140       544  
Remove: IFRS adjustment to cash basis      (11)        (19)       (12)  
Accrued capital expenditures      134        121       532  
Accrued capital expenditures as a percentage of revenues      n/a        n/a       7.8%  

 

 

 

Page 26


Table of Contents

 

LOGO

 

Reconciliation of net earnings to adjusted earnings and adjusted EPS

 

     
    

Three months ended
March 31,

 

   

Year ended
December 31,

 

 

(millions of U.S. dollars, except per share amounts and share data)

 

  

2024

 

    

2023

 

   

2023

 

 
Net earnings      478        756       2,695  
Adjustments to remove:        

Fair value adjustments(1)

     2        13       18  

Amortization of acquired computer software

     38        7       72  

Amortization of other identifiable intangible assets

     25        25       97  

Other operating losses (gains), net

     41        (17)       (397)  

Interest benefit impacting comparability(2)(3)

                  (12)  

Other finance (income) costs

     (22)        90       192  

Share of post-tax losses (earnings) in equity method investments

     8        (570)       (1,075)  

Tax on above items(3)

     (32)        110       265  

Tax items impacting comparability(2)(3)

     (11)              (172)  

Earnings from discontinued operations, net of tax

     (14)        (19)       (49)  
Interim period effective tax rate normalization(3)      (9)        2        
Dividends declare on preference shares      (1)        (1)       (5)  
Adjusted earnings(4)      503        396       1,629  
Adjusted EPS(4)      $1.11        $0.84       $3.51  
Diluted weighted-average common shares (millions)      452.8        474.2       464.0  

 

(1)

Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business, a component of operating expenses, as well as adjustments related to acquired deferred revenue.

(2)

Release of tax and interest reserves due to the expiration of statutes of limitation.

(3)

For three months ended March 31, 2024 and 2023, see the “Results of Operations—Tax expense” section of this management’s discussion and analysis for additional information.

(4)

The adjusted earnings impact of non-controlling interests, which was applicable only to the three months ended March 31, 2024, was not material.

Reconciliation of effective tax rate on adjusted earnings

 

   
    

Year ended December 31,

 

 

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

 

  

2023

 

 

Adjusted earnings

     1,629  

Plus: Dividends declared on preference shares

     5  

Plus: Tax expense on adjusted earnings

     324  

Pre-tax adjusted earnings

     1,958  

IFRS tax expense

     417  

Remove tax related to:

  

Amortization of acquired computer software

     17  

Amortization of other identifiable intangible assets

     22  

Share of post-tax earnings in equity method investments

     (253)  

Other finance costs

     31  

Other operating gains, net

     (81)  

Other items

     (1)  

Subtotal – Remove tax expense on pre-tax items removed from adjusted earnings

     (265)  

Remove: Tax items impacting comparability

     172  

Total – Remove all items impacting comparability

     (93)  

Tax expense on adjusted earnings

     324  

Effective tax rate on adjusted earnings

     16.5%  

 

 

 

Page 27


Table of Contents

 

LOGO

 

Reconciliation of net cash provided by operating activities to free cash flow

 

     
    

Three months ended
March 31,

 

   

Year ended
December 31,

 

 
  (millions of U.S. dollars)

 

  

2024

 

    

2023

 

   

2023

 

 

Net cash provided by operating activities

     432        267       2,341  

Capital expenditures

     (145)        (140)       (544)  

Other investing activities

            23       137  

Payments of lease principal

     (15)        (16)       (58)  

Dividends paid on preference shares

     (1)        (1)       (5)  

Free cash flow

     271        133       1,871  

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

 

    

March 31,

 

    

December 31,

 

 
  (millions of U.S. dollars)

 

  

2024

 

    

2023

 

 

Current indebtedness

     941        372  

Long-term indebtedness

     2,879        2,905  

Total debt

     3,820        3,277  

Swaps

     (42)        (65)  

Total debt after swaps

     3,778        3,212  

Remove fair value adjustments for hedges(1)

     7        2  

Total debt after currency hedging arrangements

     3,785        3,214  

Remove transaction costs, premiums or discounts included in the carrying value of debt

     26        26  

Add: Lease liabilities (current and non-current)

     275        265  

Less: Cash and cash equivalents(2)

     (1,901)        (1,298)  

Net debt

     2,185        2,207  

Leverage ratio of net debt to adjusted EBITDA

     

Adjusted EBITDA

     2,807        2,678  

Net debt/adjusted EBITDA

     0.8:1        0.8:1  

 

(1)

Represents the interest-related fair value component of hedging instruments that are removed to reflect net cash outflow upon maturity.

(2)

Includes cash and cash equivalents of $111 million and $100 million as of March 31, 2024 and December 31, 2023, respectively, held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and are therefore not available for general use by our company.

 

 

 

Page 28


Table of Contents

LOGO

 

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

 

   
     Three months ended March 31,  
                   Change  

(millions of U.S. dollars)

 

  

2024

 

    

2023

 

    

Total

 

    

Foreign
Currency

 

    

Subtotal

Constant

Currency

 

    

Acquisitions/
Divestitures

 

    

Organic

 

 

  Revenues

                    

  Legal Professionals

     721        714        1%               1%        (6%)        7%  

  Corporates

     507        435        17%        1%        16%        4%        12%  

  Tax & Accounting Professionals

     328        282        16%        (1%)        17%        3%        14%  

  “Big 3” Segments Combined

     1,556        1,431        9%               9%        (1%)        10%  

  Reuters News

     210        175        20%               21%        4%        17%  

  Global Print

     124        138        (10%)               (10%)               (10%)  

  Eliminations/Rounding

     (5)        (6)                                               

  Total revenues

     1,885        1,738        8%               8%        (1%)        9%  

  Recurring Revenues

                    

  Legal Professionals

     698        672        4%               4%        (4%)        7%  

  Corporates

     370        326        13%        1%        13%        2%        11%  

  Tax & Accounting Professionals

     199        176        13%        (1%)        14%               14%  

  “Big 3” Segments Combined

     1,267        1,174        8%               8%        (2%)        9%  

  Reuters News

     164        155        6%        (1%)        7%        3%        4%  

  Eliminations/Rounding

     (5)        (6)                                               

  Total recurring revenues

     1,426        1,323        8%               8%        (1%)        9%  

  Transactions Revenues

                    

  Legal Professionals

     23        42        (46%)        (2%)        (44%)        (49%)        4%  

  Corporates

     137        109        26%               26%        10%        16%  

  Tax & Accounting Professionals

     129        106        22%        (1%)        23%        8%        15%  

  “Big 3” Segments Combined

     289        257        13%        (1%)        13%        (1%)        14%  

  Reuters News

     46        20        127%        1%        126%        16%        110%  

  Total transactions revenues

     335        277        21%        (1%)        22%               22%  

The three months ended March 31, 2023 reflects a revision of $3 million between recurring and transactions revenues within the Corporates segment.

 

   
    

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%  

 

 

 

Page 29


Table of Contents

 

LOGO

 

Reconciliation of changes in adjusted EBITDA and the related margin, and consolidated operating expenses and adjusted EPS, excluding the effects of foreign currency

 

   
    

Three months ended March 31,

 

 
                  

Change

 

 

(millions of U.S. dollars, except margins and per share amounts)

 

  

2024

 

    

2023

 

    

Total

 

    

Foreign
Currency

 

    

Constant
Currency

 

 

  Adjusted EBITDA

              

  Legal Professionals

     342        318        7%        (1%)        8%  

  Corporates

     193        154        26%        1%        25%  

  Tax & Accounting Professionals

     181        149        21%        (1%)        22%  

  “Big 3” Segments Combined

     716        621        15%               16%  

  Reuters News

     60        29        105%        (4%)        109%  

  Global Print

     47        50        (6%)        1%        (7%)  

  Corporate costs

     (17)        (23)        n/a        n/a        n/a  

  Adjusted EBITDA

     806        677        19%               19%  
           

  Adjusted EBITDA margin

              

  Legal Professionals

     47.4%        44.6%        280bp        (30)bp        310bp  

  Corporates

     37.8%        35.1%        270bp        10bp        260bp  

  Tax & Accounting Professionals

     55.0%        51.4%        360bp               360bp  

  “Big 3” Segments Combined

     45.8%        43.1%        270bp        (20)bp        290bp  

  Reuters News

     28.3%        16.6%        1170bp        (20)bp        1190bp  

  Global Print

     38.2%        36.5%        170bp        40bp        130bp  

  Adjusted EBITDA margin

     42.7%        38.8%        390bp               390bp  

  Operating expenses

     1,081        1,074        1%               1%  

  Adjusted EPS

     $1.11        $0.84        32%               32%  

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

 

   
    

Year ended December 31,

 

 

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

 

  

2023

 

 

  Adjusted EBITDA

  

  Legal Professionals

     1,299  

  Corporates

     619  

  Tax & Accounting Professionals

     490  

  “Big 3” Segments Combined

     2,408  

  Reuters News

     172  

  Global Print

     213  

  Corporate costs

     (115)  

  Adjusted EBITDA

     2,678  

 

  “Big 3” Segments Combined

  

  Adjusted EBITDA

     2,408  

  Revenues, excluding $15 million of fair value adjustments to acquired deferred revenue

     5,500  

  Adjusted EBITDA margin

     43.8%  

 

  Consolidated

  

  Adjusted EBITDA

     2,678  

  Revenues, excluding $16 million of fair value adjustments to acquired deferred revenue

     6,810  

  Adjusted EBITDA margin

     39.3%  

 

 

 

Page 30


Table of Contents

 

LOGO

 

Reconciliation of adjusted EBITDA margin

To compute segment and consolidated adjusted EBITDA margin, we exclude fair value adjustments related to acquired deferred revenue from our IFRS revenues. The chart below reconciles IFRS revenues to revenues used in the calculation of adjusted EBITDA margin, which excludes fair value adjustments related to acquired deferred revenue.

 

   
    

Three months ended March 31, 2024

 

 
(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

     721               721        342        47.4%  

Corporates

     507        3        510        193        37.8%  

Tax & Accounting Professionals

     328               328        181        55.0%  

“Big 3” Segments Combined

     1,556        3        1,559        716        45.8%  

Reuters News

     210        1        211        60        28.3%  

Global Print

     124               124        47        38.2%  

Eliminations/Rounding

     (5)               (5)               n/a  

Corporate costs

                          (17)        n/a  

Consolidated totals

     1,885        4        1,889        806        42.7%  

 

   
     Three months ended March 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

     714               714        318        44.6%  

Corporates

     435        2        437        154        35.1%  

Tax & Accounting Professionals

     282        7        289        149        51.4%  

“Big 3” Segments Combined

     1,431        9        1,440        621        43.1%  

Reuters News

     175               175        29        16.6%  

Global Print

     138               138        50        36.5%  

Eliminations/Rounding

     (6)               (6)               n/a  

Corporate costs

                          (23)        n/a  

Consolidated totals

     1,738        9        1,747        677        38.8%  

 

 

 

Page 31


Table of Contents

 

LOGO

 

Appendix C

Quarterly information (unaudited)

The following table presents a summary of our consolidated operating results for the eight most recent quarters.

 

   
   

Quarters ended

 

 

(millions of U.S. dollars,
except per share
amounts)

 

 

March 31,
2024

 

   

December 31,
2023

 

   

September 30,
2023

 

   

June 30,
2023

 

   

March 31,
2023

 

   

December 31,
2022

 

   

September 30,
2022

 

   

June 30,
2022

 

 

Revenues

    1,885       1,815       1,594       1,647       1,738       1,765       1,574       1,614  

Operating profit

    557       558       441       825       508       631       398       391  

Earnings (loss) from continuing operations

    464       650       370       889       737       179       265       (71)  

Earnings (loss) from discontinued operations, net of tax

    14       28       (3)       5       19       39       (37)       (44)  

Net earnings (loss)

    478       678       367       894       756       218       228       (115)  

Earnings (loss) attributable to: Common shareholders

    481       678       367       894       756       218       228       (115)  

Non-controlling interests

    (3)                                            
                                                                 

Basic earnings (loss) per share

               

From continuing operations

    $1.03       $1.43       $0.81       $1.89       $1.56       $0.37       $0.55       $(0.15)  

From discontinued operations

    0.03       0.06       (0.01)       0.01       0.04       0.08       (0.08)       (0.09)  
      $1.06       $1.49       $0.80       $1.90       $1.60       $0.45       $0.47       $(0.24)  
                                                                 

Diluted earnings (loss) per share

               

From continuing operations

    $1.03       $1.43       $0.81       $1.89       $1.55       $0.37       $0.55       $(0.15)  

From discontinued operations

    0.03       0.06       (0.01)       0.01       0.04       0.08       (0.08)       (0.09)  
      $1.06       $1.49       $0.80       $1.90       $1.59       $0.45       $0.47       $(0.24)  

Revenues – Our revenues do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over a contract term. However, our revenues from quarter to consecutive quarter can be impacted by seasonality, particularly in our Tax & Accounting business, where revenues tend to be concentrated in the first and fourth quarters. As most of our business is conducted in U.S. dollars, foreign currency had a minimal impact on our revenues, except in the third and fourth quarters of 2022 when a significant strengthening in the U.S. dollar caused a moderate decrease to our revenues. Divestitures negatively impacted our revenues throughout 2023 as well as in the first quarter of 2024, despite contributions from recent acquisitions.

Operating profit – Our operating profit does not tend to be significantly impacted by seasonality. Because most of our operating expenses are fixed, we generally become more profitable when our revenues increase. When our revenues decline, we generally become less profitable. The second quarter of 2023 and the fourth quarter of 2022 included gains from the sale of certain non-core businesses. In 2022, our operating profit was impacted by the timing of costs associated with our Change Program.

Net earnings (loss) – Our net earnings (loss) have been significantly impacted by our investment in LSEG in certain periods. The first, second and fourth quarters of 2023 and the fourth quarter of 2022 reflected increases in the value of our LSEG investment, while the third quarter of 2023 and second quarter of 2022 reflected decreases in the value of our LSEG investment. While the third quarter of 2022 also included a significant reduction in the value of our LSEG investment, the reduction was virtually all due to the strengthening of the U.S. dollar against the British pound sterling, which was mitigated by gains on foreign exchange contracts related to a portion of the investment, which is denominated in British pound sterling.

 

 

 

Page 32


Table of Contents

 

LOGO

 

Appendix D

Guarantor Supplemental Financial Information

The following tables set forth consolidating summary financial information in connection with the full and unconditional guarantee by Thomson Reuters Corporation and three U.S. subsidiary guarantors, which are also indirect 100%-owned and consolidated subsidiaries of Thomson Reuters Corporation (referred to as the Guarantor Subsidiaries), of any debt securities issued by TR Finance LLC under a trust indenture to be entered into between Thomson Reuters Corporation, TR Finance LLC, the Guarantor Subsidiaries, Computershare Trust Company of Canada and Deutsche Bank Trust Company Americas. TR Finance LLC is an indirect 100%-owned subsidiary of Thomson Reuters Corporation and was formed with the sole purpose of issuing debt securities. TR Finance LLC has no significant assets or liabilities, as well as no subsidiaries or ongoing business operations of its own. The ability of TR Finance LLC to pay interest, premiums, operating expenses and to meet its debt obligations will depend upon the credit support of Thomson Reuters Corporation and the subsidiary guarantors. See the “Liquidity and Capital Resources” section of this management’s discussion and analysis for additional information.

The tables below contain condensed consolidating financial information for the following:

 

   

Parent – Thomson Reuters Corporation, the direct or indirect owner of all of its subsidiaries

   

Subsidiary Issuer – TR Finance LLC

   

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

The Guarantor Subsidiaries referred to above are comprised of the following indirect 100%-owned and consolidated subsidiaries of Thomson Reuters Corporation:

 

   

Thomson Reuters Applications Inc., which operates part of the Company’s Legal Professionals, Tax & Accounting Professionals and Corporates businesses;

   

Thomson Reuters (Tax & Accounting) Inc., which operates part of the Company’s Tax & Accounting Professionals and Corporates businesses; and

   

West Publishing Corporation, which operates part of the Company’s Legal Professionals, Corporates and Global Print businesses.

Thomson Reuters Corporation accounts for its investments in subsidiaries using the equity method for purposes of the condensed consolidating financial information. Where subsidiaries are members of a consolidated tax filing group, Thomson Reuters Corporation allocates income tax expense pursuant to the tax sharing agreement among the members of the group, including application of the percentage method whereby members of the consolidated group are reimbursed for losses when they occur, regardless of the ability to use such losses on a standalone basis. We believe that this allocation is a systematic, rational approach for allocation of income tax balances. Adjustments necessary to consolidate the Parent, Guarantor Subsidiaries and Non-Guarantor Subsidiaries are reflected in the “Eliminations” column.

This basis of presentation is not intended to present the financial position of Thomson Reuters Corporation and the results of its operations for any purpose other than to comply with the specific requirements for guarantor reporting and should be read in conjunction with our consolidated interim financial statements for the three months ended March 31, 2024, our 2023 annual consolidated financial statements, as well as our 2023 annual management’s discussion and analysis included in our 2023 annual report.

The following condensed consolidating financial information is provided in compliance with the requirements of Section 13.4 of National Instrument 51-102Continuous Disclosure Obligations providing for an exemption for certain credit support issuers. Thomson Reuters Corporation has also elected to provide the following supplemental financial information in accordance with Article 13 of Regulation S-X, as adopted by the SEC and set forth in SEC Release No. 33-10762.

 

 

 

Page 33


Table of Contents

 

LOGO

 

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

CONDENSED CONSOLIDATING INCOME STATEMENT

 

   
    

Three months ended March 31, 2024

 

 
(millions of U.S. dollars)

 

  

Parent

 

    

Subsidiary
Issuer

 

    

Guarantor
Subsidiaries

 

    

Non-Guarantor
Subsidiaries

 

    

Eliminations

 

    

Consolidated

 

 

CONTINUING OPERATIONS

                 

Revenues

                   559        1,502        (176)        1,885  

Operating expenses

     (5)               (415)        (837)        176        (1,081)  

Depreciation

                   (9)        (19)               (28)  

Amortization of computer software

                   (4)        (149)               (153)  

Amortization of other identifiable intangible assets

                   (10)        (15)               (25)  

Other operating losses, net

                   (5)        (36)               (41)  

Operating (loss) profit

     (5)               116        446               557  

Finance (costs) income, net:

                 

Net interest (expense) income

     (38)               1        (3)               (40)  

Other finance (costs) income

     (20)               1        41               22  

Intercompany net interest income (expense)

     30               (15)        (15)                

(Loss) income before tax and equity method investments

     (33)               103        469               539  

Share of post-tax losses in equity method investments

                          (8)               (8)  

Share of post-tax earnings (losses) in subsidiaries

     511               (1)        79        (589)         

Tax expense

                   (24)        (43)               (67)  

Earnings from continuing operations

     478               78        497        (589)        464  

Earnings from discontinued operations, net of tax

                          14               14  

Net earnings

     478               78        511        (589)        478  

Earnings attributable to:

                 

Common shareholders

     478               78        514        (589)        481  

Non-controlling interests

                          (3)               (3)  

 

   
    

Three months ended March 31, 2023

 

 
(millions of U.S. dollars)

 

  

Parent

 

    

Subsidiary
Issuer

 

    

Guarantor
Subsidiaries

 

    

Non-Guarantor
Subsidiaries

 

    

Eliminations

 

    

Consolidated

 

 

CONTINUING OPERATIONS

                 

Revenues

                   569        1,353        (184)        1,738  

Operating expenses

                   (433)        (825)        184        (1,074)  

Depreciation

                   (11)        (19)               (30)  

Amortization of computer software

                   (5)        (113)               (118)  

Amortization of other identifiable intangible assets

                   (12)        (13)               (25)  

Other operating gains (losses), net

     23               (4)        (2)               17  

Operating profit

     23               104        381               508  

Finance (costs) income, net:

                 

Net interest expense

     (51)               (1)        (3)               (55)  

Other finance costs

     (3)                      (87)               (90)  

Intercompany net interest income (expense)

     66               (12)        (54)                

Income before tax and equity method investments

     35               91        237               363  

Share of post-tax earnings in equity method investments

                          570               570  

Share of post-tax earnings (losses) in subsidiaries

     721               (3)        68        (786)         

Tax expense

                   (23)        (173)               (196)  

Earnings from continuing operations

     756               65        702        (786)        737  

Earnings from discontinued operations, net of tax

                          19               19  

Net earnings

     756               65        721        (786)        756  

Earnings attributable to:

                 

Common shareholders

     756               65        721        (786)        756  

Non-controlling interests

                                         

 

 

 

Page 34


Table of Contents

 

LOGO

 

CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION

 

   
    

March 31, 2024

 

 
(millions of U.S. dollars)

 

  

Parent

 

    

Subsidiary
Issuer

 

    

Guarantor
Subsidiaries

 

    

Non-Guarantor
Subsidiaries

 

    

Eliminations

 

    

Consolidated

 

 

Cash and cash equivalents

     6        -        70        1,825               1,901  

Trade and other receivables

                   230        810               1,040  

Intercompany receivables

     2,756               429        2,193        (5,378)         

Other financial assets

                   5        13               18  

Prepaid expenses and other current assets