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Annual Report 2024
March 6, 2025
 
 


Table of Contents
Information in this annual report is provided as of March 5, 2025 unless otherwise indicated.
Certain statements in this annual report are forward-looking. These forward-looking statements are based on certain assumptions and reflect our current expectations. As a result, forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of the factors that could cause actual results to differ materially from current expectations are discussed in the “Risk Factors” section of this annual report as well as 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. There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of the date of this annual report. Except as may be required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements.
The following terms in this annual report 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%
 constant currency
   A
non-IFRS
measure derived by applying the same foreign currency exchange rates to the financial results of the current and equivalent prior-year period
 EBITDA
   Earnings before interest, tax, depreciation and amortization
 EPS
   Earnings per share
 IFRS
   International Financial Reporting Standards
 LSEG
   London Stock Exchange Group plc
 ML
   Machine learning
 n/a
   Not applicable
 n/m
   Not meaningful
 organic or organically
   A
non-IFRS
measure that represents changes in revenues of our existing businesses at constant currency. The metric excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods
 Woodbridge
   The Woodbridge Company Limited, our principal and controlling shareholder
 YPL
   York Parent Limited, the entity that owned 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
Non-IFRS
financial measures are defined and reconciled to the most directly comparable measure in the “Management’s Discussion and Analysis” section of this annual report. See Appendix A of the 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. See Appendices B and C of the Management’s Discussion and Analysis for reconciliations of our
non-IFRS
financial measures to the most directly comparable IFRS measures.
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.
For information regarding our disclosure requirements under applicable Canadian and U.S. laws and regulations, please see the “Cross Reference Tables” section of this annual report.
Information contained on our website or any other websites identified in this annual report is not part of this annual report. All website addresses listed in this annual report are intended to be inactive, textual references only. The Thomson Reuters logo and our other trademarks, trade names and service names mentioned in this annual report are the property of Thomson Reuters.
Front cover photo credit: REUTERS/Maxim Shemetov; Page 9 photo credit: REUTERS/Piroschka Van De Wouw; and Page 15 photo credit: REUTERS/Daniel Beccevil.
 
 
Thomson Reuters Annual Report 2024

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   Thomson Reuters Annual Report 2024

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Business
Overview
Thomson Reuters informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. We serve professionals across legal, tax, audit, accounting, compliance, government, and media. Our products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. Thomson Reuters shares are listed on the Toronto Stock Exchange and the Nasdaq (symbol: TRI). Our website is
tr.com
.
We are organized in five reportable segments reflecting how we manage our businesses:
 

  
Legal Professionals
 
Serves law firms and governments with research and workflow products powered by leading-edge technologies, including generative AI, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools and analytics.
 

  
Corporates
 
Serves corporations, ranging from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven products, powered by leading-edge technologies, including generative AI, and integrated compliance workflow solutions to help them achieve their business outcomes.
 

  
Tax & Accounting Professionals
 
Serves tax, audit and accounting firms (other than the seven largest, which are served by our Corporates segment) with research and workflow products powered by leading-edge technologies, including generative AI.
 

  
Reuters News
 
Supplies business, financial and global news and data to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial firms exclusively via LSEG products.
 

  
Global Print
 
Provides legal and tax information primarily in print format to customers around the world and provides commercial printing services to a wide range of book publishers.
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.
Our Business Model and Key Operating Characteristics
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.
 
 
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Some of our key business and operating characteristics are:
 
Attractive
Industry
 
 Currently our “Big 3” segments operate in an estimated $28 billion market expected to grow between 8% and 11% over the next 5 years
 
 Legal, Tax & Risk markets are prime for content-driven innovation
 
Balanced and
Diversified
Leadership
 
 A leader in key Legal Professionals, Corporates, Tax & Accounting Professionals and News segments
 
 Resilient businesses, historically stable, through periods of macroeconomic uncertainty
 
 Approximately 450,000 customers; largest customer is approximately 5% of revenues*
 
Attractive
Business
Model
 
 81% of revenues were recurring in 2024
 
 Fixed cost model supports operating leverage as we grow
 
 Strong and consistent cash generation capabilities
 
Strong
Competitive
Positioning
 
 Proprietary content plus data and human expertise combined with AI and ML are key differentiators
 
 Products deeply embedded in customers’ daily workflows
 
 91% retention rate in 2024
 
Disciplined
Financial
Policies
 
 Focused and incentivized on organic revenue growth and free cash flow growth
 
 Balance investing in business and returning capital to shareholders
 
 Committed to maintaining investment grade rating with stable capital structure
 
·
Significant potential capital capacity affords optionality
 
*
The news agreement with the Data
 & Analytics business of LSEG.
Three-Year History
 
 
2022
 – Our
two-year
Change Program (an initiative 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) was completed by the end of 2022. We achieved $540 million of annualized
run-rate
operating expense savings and made significant progress transforming Thomson Reuters into a more streamlined and scalable business that we believe has a strong foundation for sustainable future growth. In 2022, LSEG repurchased approximately 1.2 million ordinary shares from YPL under a buyback program announced by LSEG in August 2022. We received proceeds of $43 million, for approximately 0.5 million shares, related to our portion of the buyback. In 2022, we also launched Westlaw Precision, a new version of Westlaw designed to dramatically improve research speed and quality by enabling lawyers to target precisely what they are looking for.
 
 
2023
 – In 2023, we made significant investments in
AI-based
initiatives, including generative AI. In November 2023, we announced a series of generative AI initiatives designed to assist in the transformation of the legal profession. Most notably, the commercial releases of
AI-Assisted
Research on Westlaw Precision and CoCounsel Core AI Assistant for lawyers. In 2023, we further deepened our focus on content-enabled technology with the acquisitions of SurePrep, LLC, Imagen Ltd., Casetext, Inc., and the remaining interest in Westlaw Japan.
Additionally, in 2023, we received gross proceeds of $5.4 billion, which included the settlement of foreign exchange contracts, from the sale of approximately 56 million LSEG shares. During 2023, we returned $2.0 billion from the gross proceeds of our disposition of LSEG shares to shareholders through a return of capital transaction. We also repurchased approximately $1.1 billion of our common shares through our various normal course issuer bid buyback programs.
 
 
2024
 – In 2024, we continued to invest aggressively in innovation, both organically and through acquisitions. On an organic basis, we invested more than $200 million in AI, which yielded a number of new product launches and dozens of enhancements throughout the portfolio. Notably, in April, we launched Checkpoint Edge with CoCounsel, marking our first generative AI solution for Tax & Accounting Professionals, followed by the launch of CoCounsel Drafting in July. In August, we introduced CoCounsel 2.0, a major update for the franchise, offering faster results with improved connectivity to customers’ documents. We also rolled out
AI-enabled
tools to automate internal processes, including in the Reuters newsroom and our editorial and
go-to-market
operations. This was bolstered by the acquisitions of Pagero, World Business Media (The Insurer), Safe Sign and Materia, which deepened our focus on content-enabled technology. The December divestiture of FindLaw continued our portfolio optimization efforts. For additional information about our 2024 acquisitions, please see the “Additional Business Information – Acquisitions and Dispositions” section of this annual report. During 2024, we also completed the disposition of our LSEG stake and repurchased $0.6 billion of our shares through normal course issuer bid buyback programs.
 
 
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2024 Financial Highlights and Accomplishments
2024 marked another year of good revenue momentum driven by strong growth in recurring and transactions revenues. Revenues increased 7% in total, in constant currency and on an organic basis, compared to the prior year. Revenues for our “Big 3” segments increased 8% in total and in constant currency, and 9% on an organic basis. Our revenue performance met the targets set out in our 2024 outlook, which was last updated in November 2024. Operating profit declined 10% due to lower gains from the sales of
non-core
businesses in 2024 compared to 2023, as well as higher computer software amortization expense. Adjusted EBITDA, which excludes the gains on sale of businesses, computer software amortization expense and other adjustments, increased 4% compared to the prior year. Adjusted EBITDA margin of 38.2% was in line with our updated 2024 outlook but below the prior year adjusted EBITDA margin of 39.3%. The adjusted EBITDA margin performance was due to a higher growth in expenses versus revenues reflecting costs associated with investments and higher incentive compensation based on strong business performance, as well as the impact of acquisitions and divestitures. The adjusted EBITDA margin of our “Big 3” segments was 42.1% in 2024 compared to 43.8% in 2023.
In 2024, we generated net cash from operating activities of $2.5 billion and achieved our 2024 outlook with $1.8 billion of free cash flow. As mentioned above, we acquired Pagero, which boosted our indirect tax workflow automation solutions for our Corporates customers, as well as Safe Sign Technologies and Materia both of which onboarded key talent and are expected to accelerate our generative AI roadmap. In the Reuters News segment, we acquired World Business Media (The Insurer), which adds subscription professional content focused on the (re)insurance industry. Additionally, we completed the sale of FindLaw and certain other
non-core
businesses. We also received $1.9 billion of gross proceeds from the sale of our remaining LSEG shares.
We returned $1.6 billion to shareholders in dividends and share repurchases in 2024. On February 6, 2025, we announced a 10% or $0.22 per share annualized increase in our dividend to $2.38 per common share, representing the 32
nd
consecutive year of dividend increases, and the fourth consecutive 10% increase. Our capital capacity and liquidity remain a key asset to support further acquisitions and drive returns to shareholders.
Below are revenue highlights for our company and our business segments for the year ended December 31, 2024. For additional information about the results of operations for the company and its business segments, please see the “Management’s Discussion and Analysis” section of this annual report.
 
 
Organic revenue growth, adjusted EBITDA margin, free cash flow as well as all financial measures for our “Big 3” segments are
non-IFRS
measures. Please see the “Management’s Discussion and Analysis” section of this annual report for additional information about our
non-IFRS
measures, including how they are defined and reconciled to the most directly comparable IFRS measure.
NYSE listing transferred to Nasdaq
In February 2025, we announced that we voluntarily transferred our U.S. stock exchange listing to the Nasdaq from the New York Stock Exchange (“NYSE”) effective February 25, 2025. We continue to trade under the symbol “TRI”. We ceased trading on the NYSE effective February 24, 2025.
 
 
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2025 Key Priorities
We strive to be a leading content-driven technology company that empowers professionals to navigate legal, tax, accounting, compliance, government, and media environments. In 2024, we accelerated our progress on delivering generative
AI-powered
solutions, including rapidly evolving our CoCounsel AI Assistant, acquiring Materia to target generative AI use cases in the Tax & Accounting market, and working on proprietary legal AI models in TR Labs.
The rapid pace of innovation in AI has sparked a major wave of transformation across multiple industries, including the ones we serve. As a leading content-driven technology company, we are in a prime position to combine these new technologies with our existing strengths to serve our customers in new and innovative ways. This guides our key priorities for 2025, which include:
 
 
Continue evolving our transformative AI capabilities through ongoing product innovation and enhancements to our flagship products
 
 
Continue to roll out our AI assistant, CoCounsel, across our customer base
 
 
Maintain and build on our deep domain expertise and comprehensive collection of richly enhanced data and content
 
 
Further enhance our
go-to-market
model, including a focus on customer success and retention
 
 
Extend our channel partnerships to integrate our products and services into broader ecosystems
 
 
Ongoing expansion of our international offerings
 
 
Accelerate our pace of execution to move fast and win in a competitive market
 
 
Leverage our significant capital capacity to fund organic investment and execute a balanced capital allocation approach including annual dividend growth, strategic acquisitions and shareholder returns
Customer Segments
Our business is a customer-focused structure organized in five reportable customer segments: Legal Professionals, Corporates, Tax & Accounting Professionals, Reuters News and Global Print. This structure allows us to focus on the customer and partner with them to solve challenges that they face in their businesses. For additional information about the financial results of our customer segments, please see the “Management’s Discussion and Analysis” section of this annual report.
Legal Professionals
Our Legal Professionals segment serves law firms and governments with research and workflow products powered by emerging technologies, including generative AI, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools and analytics. The following provides a summary of Legal Professionals’ 2024 revenues by type of customer.
 
 
Legal Professionals’ primary global competitors are LexisNexis (which is owned by RELX Group) and Wolters Kluwer. Legal Professionals also competes with other companies that provide legal and regulatory information, legal workflow and drafting software providers, and emerging AI and software companies that support legal professionals.
Corporates
Our Corporates segment helps corporations achieve their goals of generating new business, driving operational efficiency, achieving digital transformation, and improving customer loyalty. Our Corporates segment serves a range of customers, from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven products, powered by leading-edge technologies, including generative AI, and integrated compliance workflow solutions to help them achieve their business outcomes.
 
 
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The following provides a summary of Corporates’ 2024 revenues by type of customer.
 
 
Corporates’ primary global competitors include LexisNexis, Wolters Kluwer and Bloomberg. Corporates also competes with focused software providers such as Avalara, Mitratech, Vertex and Sovos and at times with large technology companies, and highly focused venture capital-backed startups. While the largest global accounting firms are significant customers of Thomson Reuters, they can also be competitors.
Tax & Accounting Professionals
Our Tax & Accounting Professionals segment serves customers from tax and accounting firms (other than the seven largest, which are served by the Corporates segment) with research and automated workflow products powered by leading-edge technologies, including generative AI. The following provides a summary of Tax & Accounting Professionals’ 2024 revenues by type of customer.
 
 
Tax & Accounting Professionals’ competitors include the CCH business of Wolters Kluwer, Bloomberg Industry Group, Intuit, Drake Software, CaseWare and Sage. Tax & Accounting Professionals also competes with software
start-ups
that serve tax, accounting and audit professionals.
Reuters News
Reuters is a leading provider of trusted news, insight and analysis. Founded in 1851, it brings together world-class journalism, industry expertise and cutting-edge technology with unparalleled speed, reliability and accuracy to enable people to make better decisions. Reuters is committed to the Thomson Reuters Trust Principles, including that of independence, integrity and freedom from bias, and is an essential source of business, financial and world news delivered to financial firms exclusively via LSEG products, to the world’s media organizations, and to professionals via industry events and Reuters.com. In 2024, Reuters delivered approximately 4 million unique news stories, 1 million pictures and images and 136,000 video stories and numerous industry events.
For more information on the Thomson Reuters Trust Principles, please see the “Additional Information – Material Contracts – Thomson Reuters Trust Principles and Thomson Reuters Founders Share Company” section of this annual report.
Reuters’ primary competitors include Bloomberg, the Associated Press, Agence France-Presse and Getty.
Global Print
Global Print is a leading provider of information, primarily in print format, to legal and tax professionals, government (including federal, state and local government lawyers and judges), law schools and corporations. Global Print also leverages its capabilities through offering commercial printing services to a wide range of book publishers
including those in trade, government, associations, faith-based organizations, universities and children’s books. The business serves customers primarily in the United States, Canada and the United Kingdom. Global Print’s primary global competitors are LexisNexis and Wolters Kluwer.
 
 
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Key Brands
Our customer-focused structure enables us to have broader conversations with our customers, with a more cohesive
go-to-market
approach. We believe that this focus will create opportunities to deepen relationships with customers on more of our products and services across their organizations, increase sales to existing customers, improve retention and attract new customers. The following table provides information about our key brands and the target customer for each brand.
 
Brand
  
Type of Product/Service
  
Legal
Professionals
  
Corporates
  
Tax &
Accounting
Professionalss
Westlaw
Westlaw Edge (U.S., U.K. & Canada)
Westlaw Precision (U.S.)
  
Legal, regulatory and compliance information-based products and services.
 
Westlaw is our primary online legal research delivery platform. Westlaw offers authoritative content, powerful search functionality and research organization, team collaboration features and navigation tools to find and share specific points of law and search for analytical commentary. Westlaw employs proprietary, innovative technology including generative AI.
 
Localized country-specific online legal research platforms are provided for Argentina, Australia, Brazil, Canada, Chile, Ireland, Japan, New Zealand, the United Kingdom, United States, Uruguay and other countries. Through Westlaw International and Westlaw Asia, we offer our region-based online legal research platforms to customers in markets where we do not offer a country-specific Westlaw service.
  
  
  
 
Practical Law
Practical Law
Practical Law Connect
Practical Law Dynamic
Tool Set
  
Legal
know-how,
current awareness and workflow tools with embedded guidance from expert practitioners. Practice notes, standard documents, checklists and What’s Market tools cover a wide variety of practice areas such as commercial, corporate, labor and employment, intellectual property, finance and litigation. Practical Law currently has localized product offerings in the United Kingdom, United States, Canada and Australia. Through Practical Law Global and our local Practical Law offerings, we offer our online products and services to customers in markets where we do not have a fully localized service.
  
  
  
 
CoCounsel
CoCounsel Drafting
  
Our professional-grade generative AI assistant that is trained by TR domain experts and leverages our TR proprietary content in generating answers to users across the legal, tax, risk & fraud, and media domains. This AI assistant also integrates functionality from other software products across the TR estate, allowing users to navigate seamlessly from one application to another. It also has the capability to integrate customer content directly to help ground the responses in customer proprietary content in addition to TR’s world-class content assets.
  
  
  
 
 
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Brand
  
Type of Product/Service
  
Legal
Professionals
  
Corporates
  
Tax &
Accounting
Professionalss
CLEAR
CLEAR Risk Inform
CLEAR ID Confirm
CLEAR Adverse Media Sanctions
PeopleMap
  
Prevent fraud, detect risk and investigate crime with powerful online software.
  
  
    
HighQ
  
Cloud-based collaboration and workflow platform for the legal and regulatory market segment.
  
  
    
Case Center
  
Cloud-based evidence-sharing platform for sharing documents and multimedia between justice agencies for trial preparation and courtroom presentation.
  
         
Fraud Analytics
Fraud Detect
ID Risk Analytics
Case Tracking
  
A suite of data and analytics solutions to help auditors, investigators and managers detect fraud, waste and abuse in healthcare and large government subsidy programs.
  
  
    
Checkpoint
Checkpoint Edge
(U.S. & Canada)
  
Integrated tax, audit and accounting research solution that delivers news, editorial insights, advisory tools, authoritative content and linked primary sources integrated throughout Thomson Reuters workflow productivity tools, applications and software.
  
  
  
Legal Tracker
  
Online spend and matter management,
e-billing,
legal analytics services and document storage, search and retrieval.
       
    
ONESOURCE
  
Global cloud-based tax and trade solutions that reduce risk and regulatory complexity, improving the accuracy of a company’s entire tax or trade lifecycle. Integrating openly with existing technology and ecosystem solutions to manage direct and indirect tax compliance, indirect tax determination, statutory reporting, trust taxation, tax information reporting, tax planning, trade compliance, trade operations, trade special programs, trade regulatory content and overall data and process management.
       
  
Confirmation
  
Cloud-based platform to automate the workflow of the confirmations process of an audit. Used by a global network of audit firms, banks and law firms to increase efficiency and reduce risk.
       
  
Pagero
  
A provider of
e-invoicing
and continuous transaction controls compliance solutions for the global market. Pagero provides a Smart Business Network that connects buyers and sellers for automated, compliant and secure exchange of orders, invoices, payment instructions and other business documents.
       
    
Dominio
  
Accounting management and tax management software solutions for accounting firms and micro and small companies in Brazil.
            
 
 
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Brand
  
Type of Product/Service
  
Legal
Professionals
  
Corporates
  
Tax &
Accounting
Professionalss
Cloud Audit Suite
  
End-to-end
solution providing accuracy and efficiency throughout the audit process through a suite of tools including: engagement management and trial balance capabilities, guided assurance with assisted decision making, online confirmations and embedded disclosure examples. Its cloud-based technology offers the ability to work from anywhere, collaborate with colleagues in real time and securely access audit data.
            
UltraTax & CS Professional Suite
  
Scalable, integrated suite of desktop and online software applications that encompass key aspects of a professional accounting firm’s operations, from collecting client data and preparing and filing tax returns to the overall management of the accounting practice.
            
SafeSend
  
Cloud-based software that automates assembly, review,
e-signature
and secure delivery of tax returns for individuals and entities.
       
  
SurePrep
  
Software and services that automate tax preparation, supporting a digital tax workflow for accounting firms and their clients. Solutions TaxCaddy, 1040SCAN and SPbinder streamline the entire 1040 tax process for tax professionals and taxpayers.
       
  
 

 
 
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Additional Business Information
Corporate Center
Our corporate center seeks to foster a group-wide approach to management while allowing our business segments sufficient operational flexibility to serve their customers effectively. Our corporate center centrally manages our Operations & Technology group, as described below, our commercial operations and certain functions such as finance, legal and human resources.
The Role of Thomson Reuters Enterprise Centre
The Thomson Reuters Enterprise Centre in Switzerland has a pivotal role in our business operations and strategic initiatives. Key decisions on companywide strategy and global commercial policies are led by a senior Executive Leadership team in Switzerland representing multiple functions across Strategy, Product, Operations & Technology, Engineering, Labs, Legal Risk & Compliance and Finance. This strengthens our speed of innovation, collaboration and direction setting across our global business.
Operations & Technology
Our Operations & Technology group consolidates essential corporate functions into a cohesive team, encompassing product engineering, technology delivery and service, data and analytics, AI innovation, digital transformation, customer service, procurement, real estate, collections, and content operations. This unified approach provides a strong foundation for accelerating our scale and growth strategies, allowing us to focus resources effectively on key priorities. One such priority for 2025 is to deliver advanced AI assistance, seamlessly integrated into the customer experience of our flagship products.
By harnessing technology smartly, we aim to deliver information that is more relevant and personalized, and to do so more swiftly. Through shared technology and cross-business collaboration, we are enhancing the accessibility and value of our data for customers, irrespective of their access method. We are also moving away from on-premise software installations towards cloud-based or software-as-a-service (SaaS) solutions. In 2024, we successfully completed the exit of our Eagan data center, transferring in-scope applications to the cloud.
Our commitment to transformation ensures our content, products, and services evolve to meet customer needs, while we continue to focus on securing customer data and global systems as part of our ongoing security program enhancements.
Innovation, Research and Development
Innovation is essential to our success and is one of our primary bases of competition. We continue to operate Thomson Reuters Labs, the dedicated applied research division of Thomson Reuters, which we have grown meaningfully throughout 2024. This Labs arm of our product engineering discipline has played a pivotal role in AI development and delivery for our products and customers for over 30 years. The team has a rich history in applied research activities focused on exploring cutting-edge technologies applied to concrete business problems. We ensure Thomson Reuters and our customers stay ahead in an ever-changing world with tools, products and human expertise enhanced by AI.
We are driven by our customers’ need for trustworthy information and software solutions that enable them to serve their customers with trusted information and work products in an efficient manner. We innovate across many dimensions of technology, including but not limited to: AI, generative AI, language models, natural language processing (NLP), search and information retrieval systems, AI ethics and bias mitigation, AI operations (ML Ops) and systematic evaluation and implementation of Human-Centered AI (HCAI) solutions.
Our research ethos and focus on our customers keep us at the driving edge of how emerging technologies like deep learning, generative AI and language models can be applied to the distinct challenges of the industries and customers that we serve. We believe that we are uniquely positioned to combine these technologies with the intelligence and human expertise that our customers need to find trusted answers. The work of Thomson Reuters’ product engineering organization is at the heart of our ambition to become the world’s leading content-driven technology company.
Go to Market
We primarily sell our products and services directly to our customers. In addition, we sell some of our products and services online directly to customers. Focusing more of our marketing and sales efforts on digital propositions has allowed us to broaden our range of customers and reduce sales and marketing costs.
As part of our customer experience transformation, we are creating a more holistic online experience, making it easier for our customers to find, try, buy, renew and manage our products by interacting digitally with Thomson Reuters. In 2024, we leveraged AI to improve our digital customer journey, made new products available online, grew digital share of sales and renewals across multiple segments and continued to enhance our online support tools. We continue to invest in online self-serve capabilities that allow customers to manage their accounts and get quick access to support and service in their channel of choice.
Some of our products and services are also sold in partnership with third-parties through various sales channels, including referrals and resellers. Centralizing our team to manage partnerships has accelerated the growth of our partner ecosystem, which has allowed for expansion into business segments and geographies providing expanded market opportunities and
 
 
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revenue streams.
Our successful commercial partnership with cPaperless, LLC, SurePrep, LLC and Pagero Group AB (publ) provided us with confidence in the strategic and cultural fit of these businesses at Thomson Reuters and ultimately supported our acquisition thesis, as discussed in the “Acquisitions and Dispositions” section below. Partnerships continue to be a strategic lever to expand our global reach and our associated sales and revenue.
Application Program Interfaces (APIs) allow our software platforms to connect with those of other companies, providing customers with data and access to the services of both companies. This will open new channels, business models and product offerings and will help grow our partner ecosystem to support the customers’
end-to-end
lifecycle. In 2025, we plan to continue expanding our API ecosystem to improve the experience of existing and new customers. As our capabilities related to APIs continue to grow, it will further enable our ability to provide more robust solutions in collaboration with our partners to solve our customers’ business challenges.
In 2024, we began building a more structured and data-driven customer success approach to help customers achieve measurable business outcomes with our solutions. By creating a new customer success function, we are laying the foundation for a more proactive model that guides customers through adoption, value realization, and renewal. We are also introducing scalable engagement models and leveraging data-driven insights to provide the right level of support at the right time. As we continue this work into 2025, our focus remains on driving long-term customer value, deeper insights, and stronger retention.
Intellectual Property
Many of our products and services are comprised of information, including originally authored content, delivered through a variety of channels. Our principal intellectual property (IP) assets are intended to protect these products and services, as well as the underlying content. In particular, we rely on patents and trade secrets, which protect the innovative ways that help create and deliver our content, trademarks, which protect our valuable brands and copyrights, which protect our proprietary content, databases and source code underpinning our software. We believe that our IP is sufficient to permit us to carry on our business as presently conducted. We also incorporate technical and commercial preventative measures into our content delivery channels. We continue to grow our patent portfolio by applying for and receiving patents for our innovative technologies globally, as well as continuing to acquire patents through the acquisition of companies. We have registered a number of website domain names in connection with our online operations and protect our global trademarks and copyrights through continued registrations, where appropriate, and enforcement against third-parties who threaten to infringe our trademarks and copyrights. Additionally, we continue to expand our overall IP portfolio as we acquire companies that typically includes trademarks, copyrights (whether registered or though common law), patents and web domains. In all cases we continue to evaluate the intersection of AI regulations and concepts and IP to ensure that the valuable technology, source code and content we create can continue to be protected by our IP strategies. For more information on the risks related to our IP rights, see the “Risk Factors” section of this annual report.
Acquisitions and Dispositions
Acquisitions
– Acquired businesses can strengthen our offerings and enable us to extend our platform with new capabilities that we believe will provide opportunities to expand our positions, better serve our customers and supplement our organic revenue growth. Generally, the businesses that we acquire initially have lower margins than our existing businesses, largely reflecting the costs of integration.
In January 2024, we acquired Pagero Group AB (publ), a publicly traded Swedish company and a global leader in
e-invoicing
and indirect tax solutions. In addition, in January 2024, we acquired World Business Media Limited (The Insurer), a
cross-platform
and subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry.
In August 2024, we acquired Safe Sign Technologies, a
U.K.-based
startup developing legal-specific large language models. In October 2024, we acquired Credere Technologies, Inc., doing business as Materia, a
U.S.-based
startup that specializes in the development of an agentic AI assistant for the tax, audit and accounting profession. More recently, in January 2025, we acquired cPaperless, LLC, doing business as SafeSend, a
U.S.-based
cloud-native provider of technology for tax and accounting professionals.
We expect that acquisitions will continue to play an important role in our strategy going forward and we expect to continue to make acquisitions from time to time that we believe will strengthen our positions in key growth segments. See the “Liquidity and Capital Resources” section of the management’s discussion and analysis for additional information about our capital strategy.
Dispositions
 – As part of our continuing strategy to optimize our portfolio of businesses and ensure that we are investing in parts of our business that offer the greatest opportunities to achieve growth and returns, we have sold a number of
non-core
businesses and product lines during the last several years which are not compatible with our strategy. In December 2024, we sold our FindLaw business to Internet Brands.
For more information on acquisitions and dispositions that we made in the last two years, please see the “Management’s Discussion and Analysis” section of this annual report.
Thomson Reuters Venture Fund
During 2024, our Thomson Reuters Ventures Fund, which was launched in 2021 with the authority to invest up to $100 million, made several investments to support companies that are building innovations to allow professionals to operate more productively and with greater insights. Following the success of the initial Thomson Reuters Ventures fund, we have committed to a $150 million second fund.
 
 
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Human Capital Management
Employees
The following table sets forth information about our employees as of December 31, 2024.
 
By Region
        
Americas
     14,100  
Asia Pacific
     8,300  
Europe, Middle East and Africa (EMEA)
     4,000  
By Unit
        
Legal Professionals
     700  
Corporates
     1,900  
Tax & Accounting Professionals
     1,300  
Global Print
     800  
Government
     650  
Reuters News
     3,500  
Product & Editorial
     3,300  
Operations & Technology
     9,100  
Corporate Center (Enabling Functions)
     1,300  
Commercial Functions
(1)
     1,200  
Other
(2)
     2,650  
Thomson Reuters
  
 
26,400
 
 
  (1)
Reflects employees in Marketing, Commercial Excellence and Strategy.
  (2)
Reflects employees in our Latin America, Asia and Emerging Markets businesses.
We believe that we generally have good relations with our employees, unions and works councils, although we have had disputes from time to time with the various unions that represent some of our employees. Our senior management team is committed to maintaining good relations with our employees, unions and works councils.
Overview
Our human capital practices and initiatives are designed to attract, develop and retain talented employees across all of our businesses around the globe, and ensure they feel valued, are provided with opportunities to grow, and are driven to succeed. We focus on a variety of human capital topics, such as compensation and benefits, culture and employee engagement, talent acquisition, learning and development, and inclusion and belonging. Over the last few years, oversight of human capital management has also been a key focus area for our Board of Directors.
Our talent priorities continue to focus on addressing shifting organizational needs and business realities. In an
AI-enabled
world, jobs are changing rapidly and continuously. Our talent strategy in turn must also be agile, flexible and proactive. Our focus is on helping employees build skills necessary for an
AI-enabled
future and supporting their career growth. We continued our series of company-wide Learning Days this year, focusing events on integrating AI into
day-to-day
work, strengthening business acumen and building greater knowledge about our evolving product portfolio and customers. We also increased our commitment to career development with the launch of Grow My Way, an initiative to support career growth in our dynamic work environment. Its purpose is to support individuals’ skill development and enable leaders to deploy talent to meet rapidly changing business needs. Our journey with building AI capabilities for all employees continued at scale this year. In 2024, a substantial number of our colleagues regularly used AI tools, surpassing our initial expectations.
Supporting people leaders remains a priority. In 2024, we launched Managing at TR, an onboarding program to support new managers and equip them with essential tools and skills. More than 700 managers participated globally, with 93% finding it a valuable investment of their time. Another area of focus has been building cross-cultural understanding, driven by our organization’s global footprint and teams that span multiple locations and time zones.
Our investments in skill development and career growth are yielding positive results in terms of employee sentiment. In our most recent organizational health survey, the scores for questions about learning and innovation rose, with more than 70% of employees feeling that they are building skills for the future and growing professionally at Thomson Reuters.
While we voluntarily publish numerous human capital-related metrics and data in our securities filings and on our website (notably in our Social Impact & ESG Report), some metrics and data are not publicly disclosed due to competitive considerations. We expect that human capital management will continue to be an important focus area in the future for management and the Board because it ensures solid stewardship of our organization, supports important societal objectives, and is key to ensuring strategic advantage in the marketplace.
For additional information regarding some of our human capital management practices, please see the “Environmental, Social and Governance (ESG)” section below.
 
 
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Environmental, Social and Governance (ESG)
Our company is dedicated to serving institutions and businesses that keep the wheels of commerce turning, uphold justice and taxation systems, fight fraud, support law enforcement and report on world events with impartiality, as an important source of unbiased news globally. We pursue ESG initiatives because they contribute to value creation for our customers, employees, shareholders and other stakeholders. The Board and its committees oversee different
ESG-related
areas that are of the greatest importance to the organization and our stakeholders to achieve our long-term strategic objectives. Ultimately, though, our
ESG-related
initiatives require employees who take on responsibility for them and are empowered to achieve them.
Our
ESG-related
workstreams include sustainability, inclusion and belonging, community relations and volunteerism. ESG factors are considered in our Enterprise Risk Management (ERM) processes. Our financial support of the Thomson Reuters Foundation also contributes to our ongoing ESG efforts.
 
 
We post a Social Impact & ESG Report annually on our website, www.tr.com/social-impact-report, which summarizes our strategy, includes stories of progress and tracks performance, tying our efforts to our business strategy and commercial expertise. We encourage you to review the Social Impact & ESG Report to gain a better understanding of our accomplishments and practices in these areas.
We believe in the power of collaboration with the international business community, so we are signatories of the United Nations Global Compact (UNGC), a
non-binding
United Nations (U.N.) pact to encourage businesses and firms worldwide to adopt sustainable and socially responsible policies. We are actively partnering to advance the Sustainable Development Goals, particularly SDG 16 –
Peace, Justice and Strong Institutions.
 We are also aligned with the United Nations Guiding Principles on Business and Human Rights (UNGPs), which augment our longstanding commitment to the UNGC, the U.N. Declaration on Human Rights, and other international standards.
In 2024, we continued work to update our ESG materiality assessment to comply with new global regulations. This assessment is helping us identify and prioritize the ESG issues that are most likely to impact our business and stakeholders in the short and long-term. We also completed our first
3-year
human rights impact assessment (HRIA) and roadmap in 2024. Finally, in March 2023, we released our human rights policy, which informs our colleagues, customers, shareholders and those in the communities where we operate and do business, of our commitment and approach to human rights.
Our 2024 Social Impact & ESG Report, which we anticipate publishing later in 2025, will contain more information about our ESG strategy and results and will be available on our website at tr.com.
Environmental Practices
We aim to continue to reduce our environmental impact globally. We continue to source renewable energy for 100% of our operations. We have achieved this largely through the purchase of renewable power by matching our electricity usage with renewable energy credits acquired around the world. We are also working closely with our suppliers to drive lower emissions within our supply chain. We will continue to measure and manage our own emissions and environmental impacts and continue to identify ways to further assess, monitor and improve our carbon footprint.
Social Practices
Our values and culture
At Thomson Reuters, our team is committed to solving big challenges for our customers and supporting skill-building for colleagues to thrive in an
AI-enabled
future. In 2025, we introduced new company values that are rooted in our purpose to Inform the Way Forward and the Thomson Reuters Trust Principles. These values elevate us to a higher standard of customer excellence, product innovation, teamwork and success.
 
 
 
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Inclusion and Belonging
As a global company with employees located around the world, inclusion and belonging are core to our purpose and values, fostering an inclusive workplace where people with varied backgrounds, perspectives and experiences can grow and thrive. We believe this gives us access to the broadest talent pool, leads to better decision-making and fosters greater innovation.
Health and Wellbeing
Our people remain our greatest asset, and we are steadfast in our commitment to fostering a supportive and empowering workplace environment. We offer employee benefit plans, tools, resources, and workplace practices that promote mental, physical, financial, and social well-being.
Central to our employee experience is a strong focus on mental health and wellbeing. Our Mindful Leadership Training is a key component of our Managing at TR program, ensuring that all new managers are equipped to lead effectively. Additionally, we offer global resources such as employee assistance programs, meditation apps, and mindfulness discussions, highlighted during our May and October Mental Health campaigns.
Thomson Reuters upholds its commitment to flexibility through our hybrid working policy and the “Flex My Way” initiative. These global flexible workplace policies enable employees to balance family and customer needs effectively. With offerings like Bereavement Leave, Caregiver Paid Time Off, Sabbatical Leave, Parental Leave, Work From Anywhere policy, and local paid and unpaid time off policies, we ensure our employees can take the time they need, when they need it. Together, these efforts underline our unwavering dedication to cultivating a physically, mentally, financially and socially healthy workplace for all.
Community and Social Impact
Thomson Reuters annually provides 16 hours of paid volunteer time off (VTO) to every employee and provides an additional 20 hours of paid VTO to a subset of employees with law degrees to provide legal pro bono aid to not-for-profit organizations. In 2024, our employees logged a total of over 51,000 volunteer hours and over 9,000 hours in total pro bono support to
not-for-profit
organizations around the world. In addition to VTO, Thomson Reuters offers a global Corporate Match program to match eligible employee donations as well as a Volunteer Rewards Program in which an employee earns corporate funding for reaching 20 hours of volunteering. In 2024, donations by our employees together with our corporate matching and rewards donations totaled approximately $2 million to over 1,900 not-for-profits in 26 countries.
Finally, we provide some of our products and services free of charge to various
not-for-profit
organizations to support their initiatives. For example, Thomson Reuters has provided access to our CLEAR product to the National Center for Missing and Exploited Children since 2010. We also provide our Westlaw, Practical Law and HighQ products to various
not-for-profit
organizations.
The Thomson Reuters Foundation
The Thomson Reuters Foundation works to bolster the resilience of independent media, strengthen access to the law and promote responsible business practices. It leverages its unique combination of media and legal expertise, together with data intelligence, to inform, connect, and empower professionals and civil society to strengthen free, fair and informed societies. It delivers its work through capacity-building programmes, legal support, research, news, data-driven products and events, including its flagship annual forum, the Trust Conference.
Additional information on the Foundation can be found at
www.trust.org
.
Governance Practices
Our Board and its committees oversee ESG initiatives. The Corporate Governance Committee of the Board evaluates our ESG strategy and progress and is updated regularly by our management. We remain committed to our values and ethics through our governance practices, which include our Code of Business Conduct and Ethics.
 
 
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Properties and Facilities
We own and lease office space and facilities around the world to support our businesses. We believe that our properties are in good condition and are adequate and suitable for our present purposes. The following table provides summary information about our principal properties as of December 31, 2024.
 
Facility
  
Approx. Sq. Ft.
  
Owned/Leased
  
Principal Use
610 Opperman Drive,
Eagan, Minnesota,
United States
   1,331,130    Owned    Global Print operating facility
2900 Ames Crossing Rd.
Eagan, Minnesota,
United States
   308,070    Subleased    Legal Professionals operating facility
6300 Interfirst Drive,
Ann Arbor, Michigan,
United States
   247,210    Owned    Tax & Accounting Professionals operating facility
Knowledge Court,
Bangalore, India
   150,760    Leased    Thomson Reuters shared services center
5 Canada Square,
London, United Kingdom
   133,400    Subleased    Legal Professionals, Tax & Accounting Professionals and Reuters News operating facility
Hyderabad, Bldg. 11
Madhapur, Hyderabad, India
   130,320    Leased    Global shared service center
19 Duncan Street
Toronto, Ontario, Canada
   129,950    Leased    Thomson Reuters headquarters
Reforma Cuarzo
26 Paseo de la Reforma,
Mexico City, Mexico
   118,200    Leased    Global shared service center
6160 Warren Parkway
Frisco, TX, United States
   56,700    Leased
(1)
   Tax & Accounting Professionals and Corporates operating facility
3 Times Square,
New York, New York,
United States
   46,100    Owned/leased
(2)
  
Reuters News, Legal Professionals and
Corporates operating facility
Landis & Gyr 3,
Zug, Switzerland
   31,870    Leased    Enterprise Centre
 
  (1)
New Tax & Accounting Professionals operating facility lease which replaces former Thomson Reuters-owned Carrolton TX facility.
  (2)
The landlord (3XSQ Associates) is an entity owned by one of our subsidiaries and Rudin Times Square Associates LLC. 3XSQ Associates was formed to build and operate the 3 Times Square property.
 
 
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Risk Factors
 
 
The risks and uncertainties below represent the risks that our management believes could be material. If any of the events or developments discussed below actually occurs, our business, financial condition or results of operations could be adversely affected. Other factors not presently known to us or that we presently believe are not material could also affect our future business and operations. The risks below are organized by categories and are not necessarily listed in the order of priority to our company.
 
 
 
Risk Category
 
Page
 
    16  
    20  
    22  
    23  
    26  
    27  
Strategic Risks
We operate in highly competitive markets and may be adversely affected by this competition.
The markets for our information, software, services and news are highly competitive and are subject to rapid technological changes and evolving customer demands and needs, including, as an example, the recent transformation brought on by the development and use of generative AI and the capabilities it offers across the spectrum of how businesses operate. Our customers increasingly look to us for solutions to help them adapt, improve efficiency and demonstrate value through leveraging technology to deliver a differentiated work product. If we fail to compete effectively and with speed to market, we may not retain key customers and our revenues, profitability and cash flows could be adversely affected.
We face more competition as generative AI continues to be integrated into the markets in which we compete. New and existing competitors may incorporate AI into their products and solutions sooner and more successfully than we do and achieve greater, faster and more effective adoption by customers, which could impair our ability to compete effectively and adversely affect our business and financial results. If we are not able to provide products, services and solutions that compete effectively, we could experience reduced sales and our business could be adversely affected. Our established, principal competitors have substantial resources, with recognized brands, technological expertise and market experience. With the acceleration of generative AI technologies there is a risk of our deep domain expertise and content-driven technology focus being undermined by competitors who evolve to provide comparable information and services to our customer base. Our business may be adversely impacted by risks such as the following:
 
 
We have seen an increase in well-funded new competitors focused on leveraging technological advancements, particularly generative AI, which has reduced barriers to entry. Some of these new entrants also differentiate themselves by being specialized, with a narrower focus than our company, and therefore may be able to adopt and implement newer technology faster than we can or at lower price points.
 
 
The application of generative AI technologies across public sources of free or relatively inexpensive information which is available online increases the competition risk and can diminish the perceived value of packaging this content for our target customers.
 
 
Some of our customers may independently develop products and services that compete with ours, including through the formation of partnerships or consortia. In addition, the growing awareness and understanding of use cases of transformative AI technologies may see us facing displacement from our own customers as they explore internal development of products and services that compete with our offerings. If customers become internally self-sufficient, demand for our products may be reduced.
 
 
Some of our competitors aggressively market their products as a lower cost alternative and offer price incentives to acquire new business. As some of our competitors offer products and services that may be viewed as more cost effective than ours or which may be seen as having greater functionality or performance than ours, the relative value of some of our products or services could be diminished. Competition may require us to reduce the price of some of our products and services (which may result in lower revenues) or make additional capital investments (which might result in lower profit margins). If we are unable or unwilling to reduce prices or make additional investments for some of our products and services in the future, we may lose customers and our financial results may be adversely affected.
 
 
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Some of our principal competitors are established companies and firms that have substantial financial resources, recognized brands in certain product segments, or have more established positions in certain geographic regions than we do. Some larger companies that compete with us, such as enterprise resource planning companies, have large installed customer bases and may change or expand the focus of their business strategies to target our customers.
We may be adversely affected by uncertainty, downturns and changes in the markets that we serve, particularly in the legal, tax and accounting industries.
We operate in a dynamic external environment that is rapidly shifting due to innovations in technology, evolving and increasing global regulation and information proliferation. Uncertainty, downturns and changes that impact our business can also arise as a result of conditions in global financial markets, changes in macroeconomic factors, changes in laws and regulations, political conditions and election outcomes, political and social unrest, wars and conflicts, terrorist acts, cyber-attacks, economic and regulatory sanctions, natural disasters and public health crises and other factors over which we have no control.
Our performance depends on the financial health and strength of our customers, which in turn is primarily dependent on the general economy in the United States (73% of our 2024 revenues) and secondarily on the general economies in the U.K., Canada, Brazil and other economies of Europe, Asia Pacific, and Latin America. The global economy continues to experience substantial disruption and uncertainty due to persisting geopolitical tensions, ongoing protectionism measures (including the imposition of new tariffs, as well as related retaliatory measures), weaker global demand, an evolving interest rate and inflationary backdrop, supply chain disruptions, labour shortages and other events. These factors may create unprecedented economic conditions, including the possibility of an economic recession that may last substantially longer than expected, and create stress on economic growth and market volatility. These conditions could lead to limited business opportunities for our customers, creating significant cost pressures for some of them, which could lead to lower demand for our products and services. We are unable to predict the extent of impact or duration of any such economic conditions, or their ultimate impact on demand for our products and services. In 2024, we derived 82% of our revenues from our Legal Professionals, Corporates and Tax & Accounting Professionals businesses. Global uncertainty and changing economic conditions can impact these industries.
The profitability of our products and services relies on our customers’ demand for and usage of our products and services. While we endeavour to accurately predict these trends, with the impact of changing technology on our customers’ business models, it has become difficult to accurately predict our customers’ demand for our products and services. Cost-cutting, reduced spending or reduced activity by customers may decrease demand for, and usage of, some of our products and services. This could adversely affect our financial results by reducing our revenues, which could in turn reduce the profitability of some of our products and services. Some of our customers may also slow down decision-making or delay planned renewals or implementations because of economic conditions and rapidly changing technology such as generative AI, which may disrupt historical spending patterns.
Trends in the industries we serve may change the way our customers operate and thus may impact our business. We have noted the following trends:
 
 
Law firms continue to be challenged by corporate counsels, which are seeking to keep more work
in-house
to deliver greater business value and insights internally, limit increases in billing rates and hours, and insist on increased transparency and efficiency from law firms. The emergence of generative AI as a tool in the legal space could also have significant impacts on law firms, such as their headcount, service delivery, and pricing. While generative AI introduces productivity and efficiency improvement opportunities for law firms, it also adds uncertainties to how law firms and legal professionals need to evolve with technology in the future. These trends could impact the future ability to spend by a select set of our law firm customers on our products which in turn could adversely affect our revenues as well as our cash flows.
 
 
Accounting firms are also adapting their business models related to service offerings, technology and pricing to address their clients’ evolving needs, priorities and expectations. Amid an ongoing talent shortage and increasing regulatory complexity, accounting firms continue to increase efficiency and automation while ongoing commoditization of tax and audit work is driving expansion into more profitable advisory services.
 
 
Corporations continue to be under pressure to become more efficient and drive margins which may put pressure on their ability to spend on our products. Their behavior is also closely linked to economic cycles with spending pressures tied to periods of economic downturn. Their focus on data privacy and cybersecurity continues to increase, requiring additional security reviews of our products and lengthening sales cycles. Corporations are also focusing on consolidating vendors which adds an additional dimension of competition.
 
 
Relative to our Reuters News business, the media sector continues to transform, with the traditional news agency market under pressure due to audiences’ shift to digital and streaming services.
 
 
We continue to expect revenue declines in our Global Print business as customers migrate to online delivery, which has been compounded by the influence of the virtual and hybrid work environment.
We may not be successful in our AI initiatives, and AI may expose us to certain risks, which could adversely affect our business, reputation, or financial results.
We are making significant investments in
AI-based
initiatives, including generative AI. As with other investments, there are significant risks involved in the development and application of AI and there can be no assurance that the usage of AI will enhance our products or services, meet the needs and expectations of our customers, or be beneficial to our business, including our efficiency or profitability.
 
 
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The development of generative AI technologies is complex and evolving and there are technical challenges associated with achieving desired levels of accuracy, efficiency, and reliability. AI algorithms, models, and data may have limitations, including inherent human biases, errors, or inability to handle certain data types or scenarios. Failure of our AI technologies to produce accurate results may have a negative impact on our reputation and adversely affect our business, and we may be subject to legal and regulatory scrutiny and increased litigation. Given that the development, adoption and use of generative AI technologies remains in the early stages, it is not possible to predict all of the risks related to the use of AI and the impact they may have on the company.
If we are unable to keep pace with rapid technological developments to provide new products, services, applications, and functionalities to meet our customers’ needs, attract new customers and retain existing ones, expand into new geographic markets and identify areas of higher growth, our ability to generate revenues or achieve higher levels of revenue growth in the future may be adversely affected.
Our growth strategy involves enhancing our current products, developing innovative new products, services, applications and functionalities in a timely and cost-effective manner to meet our customers’ needs. This includes anticipating and responding to industry trends and technological changes, expanding into new geographic markets and maintaining a strong position in the sectors that we serve. We substantially migrated most of our revenue to cloud solutions, increased the proportion of sales we make through our digital channels, and improved our customers’ experience in interacting with us. While the objective of the changes is to provide a better customer experience and increase revenue, there is no assurance that we will be successful in increasing our company’s overall revenue growth in the future.
Technologies such as AI, ML, data synthesis and user-generated capabilities have created the need to adapt rapidly to the shifting landscape and to generate insights from these technologies to increase the value that our solutions and services bring to our customers. While we are focused on these changes to the technological landscape, if we fail to adapt, or do not adapt quickly enough, our financial condition and results of operations could be adversely impacted.
We continue to focus on driving growth through more collaboration and stronger relationships with both established and emerging companies and incubators. We are also continuing to increase our focus on partnerships and APIs. Some of these initiatives combine another company’s technology, data or other capabilities with our products and services. These initiatives involve a number of risks, including the risk that the expected synergies will not be realized, that they may require substantial expenditures and take considerable time and that the expected results may ultimately not be achieved, that a new initiative may conflict or detract from our existing businesses, or that security measures may not be adequate or could adversely impact our brand and reputation. In addition, our ability to adopt new services and develop new technologies may be inhibited by industry-wide standards, new laws and regulations, resistance to change from our customers, or third parties’ intellectual property rights. While we believe these initiatives will be attractive to our customers, allow us to innovate more quickly and build sales channels in segments that we could not have reached as quickly on our own, we are unable to provide any assurances that these initiatives will increase our revenue growth.
Over the last few years, we have made significant investments designed to improve and enhance the functionality and performance of several of our key products, such as Westlaw Precision, HighQ, Legal Tracker, CLEAR, Westlaw Edge, Checkpoint Edge, Practical Law and ONESOURCE. We have also successfully migrated customers from legacy offerings to our current propositions and continued to enhance the reliability and resiliency of the technology infrastructure that we use to deliver products and services. However, if our customers’ adoption rates for existing and new products and services are lower than our expectations, our revenues may be lower and our results of operations may be adversely affected.
We may be unable to derive fully the anticipated benefits from our existing or future acquisitions, dispositions, or other strategic transactions, including joint ventures and investments.
While we are focused on growing our businesses organically, acquisitions and other strategic transactions remain an important part of our growth strategy to expand and enhance our products, services and customer base and to enter new geographic areas. In 2024, we acquired Pagero Group AB (publ), a publicly traded Swedish company and a global leader in
e-invoicing
and indirect tax solutions. We also acquired World Business Media Limited, a cross-platform and subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry, which is now part of our Reuters News segment, Safe Sign Technologies, a
U.K.-based
startup developing legal-specific large language models, and Credere Technologies, Inc., doing business as Materia, a
U.S.-based
startup that specializes in the development of an agentic AI assistant for the tax, audit and accounting profession. More recently, in January 2025, we acquired cPaperless, LLC, doing business as SafeSend, a
US-based
cloud-native provider of technology for tax and accounting professionals.
 
 
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In the future, we may not be able to successfully identify attractive acquisition or other strategic transaction opportunities or make acquisitions or other strategic transactions on terms that are satisfactory to our company from a commercial perspective. In addition, competition for acquisitions in the industries in which we operate during recent years has escalated and may increase the price of acquisitions or other strategic transactions, which could cause us to refrain from making certain acquisitions. Our ability to execute on opportunities may also be affected by factors beyond our control, including without limitation, commercial or regulatory changes that may subject us to increased regulatory scrutiny from competition and antitrust authorities in connection with acquisitions and other strategic transactions. Achieving the expected returns and synergies from existing and future acquisitions or other strategic transactions will depend in part upon our ability to integrate the products and services, technology, administrative functions and personnel of these businesses into our segments in an efficient and effective manner. We cannot guarantee that we will be able to do so, or that our acquired businesses, joint ventures or investments will perform at anticipated levels or that we will be able to obtain these synergies. Management resources may also be diverted from operating our existing businesses to certain acquisition and other strategic transaction integration challenges. If we are unable to successfully integrate acquired businesses and other strategic transactions, as applicable, our anticipated revenues and profits may be lower. Our profit margins may also be lower, or diluted, following the acquisition of, or strategic transactions involving, companies whose profit margins are less than those of our existing businesses. Certain acquisitions may initially incur losses which would reduce our earnings per share in certain periods.
We have also historically decided from time to time to dispose of assets or businesses that are no longer aligned with strategic objectives or our current business portfolio. These transactions may involve challenges and risks. There can be no assurance that future divestitures will occur, or if a transaction does occur, there can be no assurance as to the potential value created by the transaction. The process of exploring strategic alternatives or selling a business could also negatively impact customer decision-making and cause uncertainty and negatively impact our ability to attract, retain and motivate key employees. Any failures or delays in completing divestitures, including separation activities, could have an adverse effect on our financial results, operations and on our ability to execute our strategy. Although we have established procedures and processes to mitigate these risks, there is no assurance that those procedures and processes will be effective or that these transactions will be successful. In addition, we expend costs and management resources to complete divestitures and manage post-closing arrangements. Completed divestitures may also result in continued financial involvement in the divested business, such as through guarantees, indemnifications, transition services arrangements or other financial arrangements, following the transaction.
Our brands and reputation are important company assets and are key to our ability to remain a trusted source of information and news.
The integrity of our brands and reputation is key to our ability to remain a trusted source of information and news and to attract and retain customers. Negative publicity regarding our company or actual, alleged or perceived issues regarding one of our products or services could harm our relationship with customers.
Failure to protect our brands or a failure by our company to uphold the Thomson Reuters Trust Principles may also adversely impact our credibility as a trusted supplier of content and may have a negative impact on our information and news business.
There is an increasing focus from stakeholders concerning corporate responsibility, specifically relating to ESG initiatives and corporate sustainability reporting. We pursue ESG initiatives because they contribute to value creation for our customers, employees, shareholders and other stakeholders. In 2024, we continued work to update our ESG double materiality assessment to comply with new global regulations. We have set a number of targets related to these initiatives and identified and prioritized ESG issues, risks and opportunities. Standards for tracking and reporting ESG matters continue to evolve and we may not be able to implement new and changing standards in ways that meet the expectations of all of our stakeholders. If we fail to satisfy the expectations of investors, customers, vendors, employees, regulators and other stakeholders related to our ESG performance and in our corporate sustainability reporting or our ESG initiatives are not executed as planned, it could adversely affect our reputation, business, share price, financial condition or results of operations. Due to the shifting legal and policy landscape, our reputation also may be harmed by negative perceptions that our customers, employees and other stakeholders may have about our action or inaction on social, ethical, or political issues.
Social
and ethical issues relating to the use of new and evolving technologies, such as AI, in our products and services
could adversely affect our business, financial condition or results of operations
.
Many of our products and services use new and evolving technologies, such as AI. These often present social and ethical risks and challenges that could affect their adoption, and therefore our business. For example, the use of AI in our products may give rise to risks related to harmful content, inaccuracy, misinformation, bias, discrimination, intellectual property infringement or misappropriation, defamation, data privacy, and cybersecurity, among others. We may not have insight into, or control over, the practices of third parties who utilize AI technologies. As such, we cannot guarantee that third parties will not use AI technologies for improper purposes. If we enable or offer AI solutions, or enter into partnerships with third parties or engage third party vendors in respect of AI technologies, that result in any of the foregoing or otherwise draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm or legal liability and regulatory scrutiny.
 
 
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Potential government regulation related to AI use and ethics, or requirements from third-party groups, such as local bar associations or tax licensing boards, may also increase the burden and cost of research and development in this area, and failure to properly remediate AI usage or ethics issues may cause public confidence in AI to be undermined, which could slow adoption of AI in our products and services. The rapid evolution of AI will require the application of resources to develop, test and maintain our products and services to help ensure that AI is implemented ethically in order to minimize unintended, harmful impacts. If we do not maintain ethical and transparent policies and procedures related to AI, this could result in reputational harm and legal liability, which could adversely affect our business, financial condition or results of operations.
Technology and Data Risks
We and our third-party providers face risks related to cybersecurity threats and incidents that could adversely affect our reputation, business, results of operations, and financial condition.
In connection with our business, we rely extensively on our own and third-party information technology systems and infrastructure to provide our products and services and operate our business. Further, we rely on our own and third-party content and other data and information published as part of our products and services. Our company has been subject to, and is increasingly likely to continue to be the target of, cyber-attacks and incidents that could negatively impact our systems, information, and data. Cyber-threats and cyber-attacks vary in technique and sources, are persistent, frequently change and are increasingly becoming more sophisticated and targeted. Especially with the use of emerging technologies, such as advanced forms of AI, cyber-attacks and incidents have become increasingly more difficult to detect and prevent. The occurrence of these attacks and incidents may also increase due to the increased reliance on information technology, growing number of integrations and network connections with third-party service providers, remote access from hybrid and remote workers, heightened geopolitical tensions, and the prominence of our Reuters News business.
While we and third-party information services that we use have an information security program and security measures in place designed to protect our information technology systems and infrastructure, this program and these measures may not prevent all material breaches caused by cyber-attacks and incidents, including without limitation:
 
 
Cyber-attacks on our own and third-party information technology systems and infrastructure that we rely upon, including without limitation attacks using and incidents arising from computer viruses or other malware, distributed denial of service attacks, ransomware, data theft, phishing, social engineering, destructive attacks against information systems, and other attacks or incidents. This also includes those cyber-attacks and incidents that have in the past resulted in, and could in the future result in, the unauthorized access to, loss, manipulation, destruction of, or disclosure of personal and business information and/or the temporary or sustained unavailability of personal and business information, content, or information technology systems and infrastructure. As technologies like AI develop rapidly, malicious third parties are using these technologies to create new sophisticated attack methods that are increasingly automated, widespread and coordinated making these cyber-attacks more difficult to defend against;
 
 
The introduction or exploitation of vulnerabilities existing in our own and third-party information technology systems and infrastructure, including without limitation the products and services of our key brands and generative AI products and services, some of which may be undetected and only discovered after an extended period of time (including after exploitation) and after installation or integration by our company or our customers. This also includes vulnerabilities in purchased or licensed third-party software, adopted open source software, or in newly integrated technologies resulting from an acquisition or partnership;
 
 
Unauthorized access or attacks obtaining access to sensitive data, including compromise or manipulation of AI, ML and large language model (LLM) solutions embedded in product offerings;
 
 
Actions taken by individuals, groups of hackers, or sophisticated organizations, including without limitation nation-states, state-sponsored, state-aligned, or criminal organizations;
 
 
Attacks on, incidents affecting, or vulnerabilities in underlying cloud service provider environments, communication networks, services, and other technologies or infrastructure that support the Internet, power and water supply, and other utilities, most of which are not under our direct control or the control of our suppliers, partners or customers but can adversely affect our company and our business;
 
 
Insider threats that compromise our security measures, including without limitation malicious acts and human errors by employees, contractors, third-party providers, or others with access to our information technology systems and infrastructure;
 
 
Unauthorized persons could gain access to customer accounts if customers do not maintain effective security or access controls of their systems and software. Inadvertent exposure of data or access to our systems may also be caused by members of our workforce, including by their error or use of AI; and
 
 
Attacks against or incidents involving employee or contractor work from home or hybrid working environments (e.g., home networks, residential internet service providers) that allow an unauthorized party to gain remote or physical access to an employee’s or contractor’s devices or information used to access our information technology systems and infrastructure.
 
 
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As a third-party supplier, we are sometimes provided with a trusted connection to a customer’s information technology systems and infrastructure. If malicious parties compromise our information technology systems and infrastructure, including without limitation embedding malicious hardware, components or software, they could gain access to our or our customers’ systems and information. In addition, if a customer experiences a cybersecurity incident or cyber-attack it could result in a compromise or breach of our own information technology systems and infrastructure, which could adversely affect our company’s reputation, business, results of operations, and financial condition even if we were not responsible for the breach. In addition to cyber-attacks on and incidents related to our third-party providers’ information technology systems and infrastructure, our outsourcing of certain functions requires us to sometimes grant network access to third parties. If our third-party providers do not maintain adequate security measures, do not require their sub-contractors to maintain adequate security measures or do not perform as anticipated and in accordance with contractual requirements, it could adversely affect our company’s reputation, business, results of operations, and financial condition even if we were not responsible for the incident.
We collect, store, use, transmit, and otherwise process information and data, including without limitation public records, intellectual property, proprietary business information, product content, and personal data pertaining to our company, our employees and contractors, our customers and their clients, our providers, and other individuals. A number of our customers, their clients and providers, our providers and third-party business partners and our employees and contractors also entrust us with storing and securing their own data and information. Our businesses also include certain subscription-based screening products which we sell to institutional customers and governments to enable them to satisfy various regulatory obligations. Any cyber-attacks on or incidents involving our own and third-party information technology systems and infrastructure that process this information and data have in the past resulted in, and could in the future result in, the unauthorized access to, loss, manipulation, destruction of, or disclosure of personal and business information. None of these attacks and incidents that have impacted our company
to-date
have resulted in a material adverse impact for our business. We seek to mitigate these risks through our ability to detect, escalate and respond to known and potential risks through our Enterprise Security Incident Management processes; however, any cyber-attacks on or incidents involving our own and third-party information technology systems and infrastructure could potentially result in additional costs to our company to enhance security or to respond to occurrences, loss of trust and harm to our brand, loss of sales and an inability to gain new ones, violations of contracts leading to contract terminations and litigation, violations of privacy or other laws leading to penalties, fines, regulatory action or litigation, harm to our brand and reputation, and otherwise adversely impact our business, financial condition, and results of operations. While we maintain what we believe is sufficient insurance coverage that may (subject to certain policy terms and conditions including self-insured deductibles) cover certain aspects of third-party security and cyber-risks and business interruption, our insurance coverage may not always cover all costs or losses and it does not extend to any reputational damage or costs incurred to improve systems as a result of these types of incidents.
We rely heavily on our cloud providers and local data center providers as well as key
software-as-a-service
(SaaS) providers to provide services from sales to billing; any impacts from these providers could adversely affect our ability to serve our customers and could negatively impact our revenues, ability to retain customers and reputation.
Most of our products and services are delivered electronically and our customers depend on our ability to receive, store, process, transmit and otherwise rapidly handle very substantial quantities of data and transactions on computer-based networks. Our customers also depend on the continued capacity, reliability and security of our cloud and third-party infrastructure, data centres, networks, telecommunications and other electronic delivery systems, including online access. Our employees also depend on these systems for our internal use. Rapidly evolving technology may require us to further rely on third party partners and vendors to provide and support our services, which can add costs and risks, and impact margins. If we fail to anticipate or misjudge customers’ rapidly changing needs and expectations or adapt to emerging technological trends, our market share and results of operations could suffer.
Substantially all of our offerings are SaaS or cloud-based that provide customers with online access. We are dependent on third-party service providers (notably Amazon Web Services (AWS) and Microsoft Azure) to maintain the cloud infrastructure that we use to operate our business. If these third-party service providers fail, consolidate, stop providing certain services or implement cost-cutting efforts, our business could be adversely affected.
Any significant failure, compromise, cybersecurity incident, data privacy breach, disruptive cyber-attack, or interruption of our systems or a third-party service provider’s, including operational services, sabotage,
break-ins,
war, terrorist activities, human error, use of AI, natural disaster, power or coding loss and computer viruses, could cause our or a third-party service provider’s systems to operate slowly or could interrupt service for periods of time. The frequency and intensity of weather events related to climate change are also increasing, which could increase the likelihood and severity of such disasters as well as related damage and business interruptions if any of our or our key third-party service providers’ facilities or systems are affected. While we and our key third-party service providers have disaster recovery and business continuity plans that utilize industry standards and best practices, including
back-up
facilities for primary data centers, a testing program and staff training, the systems are not always fully redundant and disaster recovery and business continuity plans may not always be sufficient or effective. To the extent that our telecommunications, information technology systems, cloud-based service providers or other networks are managed or hosted by third parties, we would need to coordinate with these third parties to resolve any issues. In the past when we have experienced slow operation of our systems or service interruptions, some of our products, services, websites, information or data have been unavailable for a limited period of time, but none of these occurrences have been material to our business. Disruptions and outages to our products could have a negative effect on our revenues, ability to retain customers and reputation.
 
 
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Our ability to effectively use the Internet may also be impaired due to infrastructure failures, service outages at third-party internet service providers or increased government regulation. In addition, we are facing significant increases in our use of power and data storage. We may experience shortage of capacity and increased costs associated with such usage. These events may affect our ability to store, process and transmit data and services to our customers.
Further, our ability to continue to develop and effectively deploy AI technologies is dependent on access to specific third-party equipment and other infrastructure, such as processing hardware and network capacity, which we cannot control the availability of, especially in a highly competitive environment. This reliance on third parties creates additional risks such as data loss, product outages, price fluctuations, and other challenges inherent with working with third parties.
Operational Risks
If we do not continue to attract, engage and retain the right management, key employees, and skills to the organization, we may not be able to execute our global strategies and businesses.
The completion and execution of our strategies depends on our ability to continue to attract and retain high quality and talented management and employee base across all of our businesses and global locations, and to foster employee engagement at all levels in the company. We compete with many businesses that are seeking skilled individuals, particularly those with experience in technology, cybersecurity, data science, AI and ML, and product management. More recently, with the rapid increase and the use of and investment in AI by a number of companies, the market for skilled personnel in AI in particular is very competitive. Some of the companies we compete with in this space for experienced personnel have greater resources than we have and may offer more lucrative compensation packages than we offer or provide such other incentives that we may not be able to offer. We have experienced and we expect to experience significant competition in hiring and retaining such employees. Our ability to execute on our generative AI strategy will be adversely affected if we are unable to retain, hire and engage highly skilled employees in this space. Competition for sales professionals in our Legal Professionals, Corporates and Tax & Accounting Professionals segments can also be intense as other companies seek to enhance their positions in our market segments.
Our future work model continues to evolve and may not meet the needs or expectations of our existing and prospective employees and they may prefer work models offered by other companies. If we are unable to continue to identify or be successful in attracting, motivating and retaining the appropriate qualified personnel for our businesses, and to continue to enhance our inclusive and engaging culture, it could adversely affect our ability to execute our strategies.
If we are unable to successfully adapt to organizational changes and other strategic initiatives, our reputation and results of operations could be impacted.
Our ability to successfully manage organizational changes is important for our future business success. In particular, our reputation and results of operations could be harmed if employee morale, engagement or productivity decline as a result of organizational changes.
Furthermore, we may not realize all of the cost savings, incremental revenue and synergies that we expect to achieve from our strategic initiatives due to a variety of factors, including, but not limited to, unexpected operational or technological challenges, higher than expected costs or expenses, delays in the anticipated timing of activities and other unexpected costs associated with operating our business. If we are unable to achieve the cost savings, incremental revenue or synergies that we expect to achieve from our strategic initiatives, it could adversely affect our profitability and related margins.
Our ability to realize our go to market strategies and any change to those strategies relies on our people, and underlying processes and systems. We regularly monitor our team capacity, and supporting systems and processes, to drive effectiveness and align with customer preferences.
Operating globally involves challenges that we may not be able to meet and that may adversely affect our ability to grow.
As part of our globalization efforts, we operate regional teams and shared resource operational centers, particularly in emerging markets, that work across our segments to combine local expertise with global capabilities to address specific customer needs. We sometimes modify existing products and services for local markets, but we also develop products and services specifically for local markets.
We believe that there are advantages to operating globally, including a proportionately reduced exposure to the market developments of a single country or region. However, there are certain risks inherent in doing business globally which may adversely affect our business and ability to grow. These risks include:
 
 
Difficulties in penetrating new markets due to established and entrenched competitors or unavailability of local companies for acquisition or joint venture partners or restrictions on foreign ownership;
 
 
Difficulties in developing products and services that are tailored to the needs of local customers;
 
 
Local lack of recognition of our brands or acceptance or knowledge of our products and services;
 
 
The impact of geopolitical tensions in local markets, including the impact of the Russian invasion of Ukraine and related government sanctions and the ongoing Israel-Hamas conflict, potential new tariffs and ongoing protectionism measures due to a decline in global alignment (including retaliatory measures related to the imposition of tariffs), changes in monetary policy, weaker global demand, supply chain disruptions, labour shortages and other events;
 
 
Challenges protecting the safety, security and wellbeing of staff in all locations;
 
 
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Economic, political or social instability in local markets;
 
 
Exposure to possibly adverse governmental or regulatory actions in countries where we operate or conduct business;
 
 
Higher inflation rates and increased credit risk;
 
 
The impact of foreign currency fluctuations on prices charged to local customers, notably when there is strengthening of the U.S. dollar, and other controls, regulations and orders that might restrict our ability to repatriate cash or limit our ability to move or invest cash freely;
 
 
Difficulties hiring and retaining staff for foreign operations and protecting their safety, differing employee/employer relationships and workplace cultures, and other challenges caused by distance, language and cultural differences;
 
 
Reduced protection for intellectual property rights;
 
 
Changes in laws and policies affecting trade and investment in other jurisdictions; and
 
 
Managing compliance with local laws and regulations (notably related to data privacy, data use and data protection) and varying and sometimes conflicting laws and regulations across the countries in which we do business.
Adverse developments in any of these areas could cause our actual results to differ materially from expected results. Challenges associated with operating globally may increase for our company as we continue to expand into geographic areas that we believe present the highest growth opportunities. We may also be required or may decide to cease or modify operations in a particular country as a result of a risk described above, which could adversely affect our business and results.
We are dependent on third parties for data, information and other services.
We obtain significant data and information through licensing arrangements with content providers, some of which may be viewed as competitors. Some providers may seek to increase fees for providing their proprietary content or services and others may not offer our company an opportunity to renew existing agreements. We also depend on public sources for certain data and information.
In addition, we rely on third-party service providers for telecommunications and other services that we have outsourced, such as certain human resources administrative functions, facilities management, IT services and accounts payable and receivable. Any failure by the third-party service providers we work with to comply with applicable laws, regulations, or agreements, could result in formal investigations or enforcement actions, fines, litigation, claims or negative publicity and could result in significant liability, and otherwise have an adverse effect on our reputation and business.
If we are unable to maintain or renegotiate commercially acceptable arrangements with these content or service providers or find substitutes or alternative sources of equivalent content or service, our business could be adversely affected. Our revenues and margins could also be reduced if some of our competitors obtained exclusive rights to provide or distribute certain types of data or information that was viewed as critical by our customers.
Legal, Regulatory and Intellectual Property Risks
We are subject to a significant number of laws and may incur fines, penalties, litigation, and other losses for violating these laws. We may be adversely affected by changes in legislation and regulation, which may also impact how we provide products and services and how we collect and use information and data.
We are subject to a significant number of laws, including without limitation relating to privacy, data security, data protection, AI, anti-money laundering, sanctions and other trade controls, electronic and mobile communications, competition,
e-commerce,
direct marketing, digital advertising, digital accessibility and security requirements, the use of public records and other areas which have become more prevalent and developed in recent years. Legislative and regulatory changes that impact our company, and legislative and regulatory changes that impact our customers’ industries also impact how we provide products and services to our customers. The evolving regulatory landscape is also enabling new types of services, which can benefit our Legal Professionals, Corporates and Tax & Accounting Professionals segments. However, some types of legal or regulatory changes could also result in reduced demand for certain products or services.
In 2024, there has been a rapid increase in the use of and the investment in AI by a number of companies which has resulted in a significant focus by regulators on the use of AI. Although several jurisdictions around the globe have already proposed or enacted laws governing AI, there is still uncertainty in the legal regulatory regime relating to AI. Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices or products to comply with applicable laws, the nature of which cannot be determined at this time. Future legislation may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our product offerings or business practices, prevent or limit our use of AI or impact our ability to provide insights from data and use certain data to develop our products. If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these factors could adversely affect our business, financial condition, and results of operations. In addition, the evolving AI regulatory environment could affect our customers’ desire to use products with generative AI due to the unknown nature of the risks associated with such use, may increase our liability related to the use of generative AI products by our customers that are beyond our control and result in an increase in our research and development costs to tailor our products and solutions to comply with legal requirements across different jurisdictions related to customer use.
 
 
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Additionally, in the ordinary course of business, we collect, store, use and transmit certain types of information and data that are subject to an increasing number of different laws and regulations. In particular, the data security, data protection and privacy laws and regulations that we are subject to often vary by jurisdiction and include, as two examples and without limitation, the General Data Protection Regulation (GDPR) in the E.U. and various U.S. state and federal laws and regulations. Proposed and existing legislation in other countries and regions around the world related to privacy, data security, data protection and other related areas may also impact how we provide products and services and how we collect and use information.
Some of these laws and regulations require us to collect affirmative
opt-in
consent and/or include a right for individuals to opt out or object to having their data shared with third parties and/or a right to be informed about what data about them is being shared, among other things. The viability and perceived value of some of our risk and fraud and screening products could be adversely impacted through the requirements of these laws and regulations and the exercise of these rights. Some of these laws and regulations, along with industry changes (such as the industry elimination of third-party cookies), could adversely impact our collection and use of certain information and our digital advertising revenue.
We are also subject to data localization laws in certain countries, which require us to store and process certain types of data within a particular country. We are also subject to various data transfer restrictions that either limit our ability to transfer, or require us to guarantee a certain level of protection when transferring, data from one country to another. The regulatory landscape in various countries where we operate continues to evolve and sometimes includes strict local rules regarding the use (or restrictions on use) of encryption technologies as well as broad governmental rights related to Internet monitoring and regulation of Internet transmissions.
These laws and regulations are continuously evolving and complying with applicable laws and regulations involves significant costs and time. Existing, new and proposed legislation, regulations, and regulatory guidance, including changes in the manner in which such legislation and regulations are interpreted by courts, may also:
 
 
Impose limits on our collection, retention and use of certain kinds of information or data and our ability to communicate such information effectively to our customers;
 
 
Impose limits on our ability to develop and offer our products, services, and content in certain countries;
 
 
Frustrate or disrupt our ability to do business with certain customers and other third parties or collect or pay third parties, including without limitation as a result of newly issued sanctions and export/import restrictions;
 
 
Increase compliance complexity and add more compliance related costs;
 
 
Increase our cost of doing business or require us to change some of our existing products, services or business practices; and
 
 
Conflict or increase complexity on a global basis (such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws).
Governmental action (including laws or economic or political policies that restrict the use of specific companies, equipment or services, including those deemed to be sensitive to national interests) can also create some legal uncertainties. It is difficult to predict in what form laws and regulations will be adopted, changed or repealed, how they will be construed by the relevant courts, or the extent to which any changes might adversely affect us.
Although we have implemented policies and procedures that are designed to ensure compliance with applicable laws, rules and regulations, we could be subject to civil or criminal fines and penalties, and other enforcement actions, litigation or other claims, reputational damage, and loss in revenue from terminated contracts for non-compliance – which, either individually or in the aggregate, could have a material adverse effect on our business, operations, and financial condition. See “Contingencies – Lawsuits and Legal Claims” in the “Management’s Discussion and Analysis” section of this annual report.
Our intellectual property rights are valuable and may not be adequately protected, which may adversely affect our financial results.
Many of our products and services are based on information delivered through a variety of media, including online, software-based applications, smartphones, tablets, books, journals and dedicated transmission lines. We rely, in part, on agreements with our customers, employees, consultants, advisors, suppliers and other third parties to protect our confidential and proprietary content,
know-how
and technology. We also rely on patent, trademark, copyright and other intellectual property to protect our proprietary rights in our content, our products and services and our valuable brand, as well as and technical and commercial preventative measures incorporated into our content delivery channels. Despite these efforts, third parties may nonetheless copy, infringe or otherwise profit from our proprietary rights. We also conduct business in some countries where the extent of legal protection for intellectual property rights is uncertain or may be ineffective. Although we have taken appropriate measures to protect our intellectual property, we cannot guarantee that our intellectual property rights will not be infringed. If we are not able to protect our intellectual property rights, our financial results may be adversely affected.
The intellectual property of an acquired business may also be an important component of the value that we agree to pay for such a business. However, such acquisitions are subject to the risks that the acquired business may not own the scope of intellectual property that we believe we are acquiring, that the intellectual property is dependent upon licenses from third parties or that the acquired business infringes upon the intellectual property rights of others. If we are not able to successfully integrate acquired businesses’ intellectual property rights, our financial results may be adversely affected.
Some of our competitors may also be able to develop new products or services that are similar to ours without infringing our intellectual property rights, which could adversely affect our financial condition and results of operations.
 
 
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Uncertainty exists in the scope of intellectual property protection offered under copyright as intellectual property authorities and courts in crucial jurisdictions begin to grapple with the application of copyright law to generative AI, which could result in an inability to rely on traditional copyright to adequately protect our content and source code. Additionally, if unauthorized disclosure of our source code occurs through security breach, cyber-attack or otherwise, we would lose future trade secret protection for that source code. Such loss could make it easier for third parties to compete with our products by utilizing our content or copying functionality, which could cause us to lose customers and could adversely affect our revenue and operating margins. If we cannot protect our intellectual property against unauthorized copying, use, or other misappropriation, our business could be harmed. In addition, other companies may have (or in the future may obtain) patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our own AI products.
Tax matters, including changes to tax laws, regulations and treaties, could impact our effective tax rate and our results of operations.
We operate in many countries worldwide and our earnings are subject to taxation in many different jurisdictions and at different rates. We seek to organize our affairs in a tax efficient manner, taking account of the jurisdictions in which we operate. In 2024, our effective tax rate was lower than the Canadian corporate income tax rate due largely to lower tax rates and differing tax rules applicable to certain of our operating and financing subsidiaries outside Canada. Our effective tax rate has fluctuated in the past and is likely to fluctuate in the future, reflecting the mix of taxing jurisdictions in which
pre-tax
profits and losses are recognized. Our effective tax rate and our cash tax cost in the future will depend on the laws of numerous countries and the provisions of multiple income tax treaties between various countries in which we operate. Our effective tax rate and our tax cost could also be adversely affected by changes, possibly with retroactive effect, in tax laws and regulations, international treaties and tax accounting standards and/or uncertainty over their application and interpretation.
One recent change in tax law is the enactment of new a global minimum tax regime (“Pillar Two” of the ongoing international tax reform initiative sponsored by the Organization for Economic
Co-operation
and Development (“OECD”)) in a number of jurisdictions, including Canada, the U.K., the E.U. and Switzerland, beginning in 2024. Pillar Two generally imposes an alternative minimum tax of 15% on adjusted book income. The OECD and national tax administrations continue to develop further guidance on how Pillar Two’s provisions will be applied or otherwise administered, which may be different from our interpretation. Furthermore, certain aspects of Pillar Two could be modified in the future. Due to potential volatility in differences between book and taxable income, the impact of Pillar Two is difficult to predict and may adversely affect our financial results.
Various
tax-related
legislative initiatives have been proposed or are being discussed that if enacted, could adversely affect our tax positions and/or our tax liabilities. For instance, many countries have enacted or are considering digital service taxes, which could subject Thomson Reuters to tax in additional jurisdictions or to increased taxes in jurisdictions in which it already has a taxable presence. The U.S. government has indicated that it considers some tax laws, notably digital services tax regimes and aspects of Pillar Two, of several foreign countries to be extraterritorial and / or discriminatory against U.S. multinational companies. It has proposed retaliatory taxes and other measures against companies based in countries having such laws, including Canada, if its concerns are not addressed. If the U.S. government were to impose such retaliatory measures against Thomson Reuters, they may adversely affect our financial results.
We are subject to regular audits, examinations and reviews by tax authorities in Canada, the U.K., the U.S. and other jurisdictions during the ordinary course of business. While we believe the positions that we take on our tax filings are sustainable and supported by the weight of law, certain positions taken may be challenged by the applicable tax authorities. We may be required in some instances to pay additional taxes to a tax authority while contesting a matter through available administrative or judicial remedies. We regularly assess the likely outcomes of these audits to determine the adequacy of our tax provision. However, our judgments may not be sustained, and the amounts ultimately paid could be different from the amounts previously recorded. If any such challenge results in an adverse outcome, including unforeseen
tax-related
liabilities, this could negatively affect our financial results and operations for the period at issue and on an ongoing basis. Many governments in jurisdictions where we operate are facing budget deficits and challenges and, as a result, may look to increase their tax revenues through increased audit activity and tax reform.
We operate in a litigious environment which may adversely affect our financial results.
We are from time to time involved in and may in the future become involved in legal actions and claims arising in the ordinary course of business, including employment matters, customer and commercial matters, privacy and data protection matters, defamation matters, unfair business practices matters and intellectual property infringement matters. The outcome of all of the matters against our company is subject to future resolution, including uncertainties of litigation. Litigation outcomes are difficult to predict with certainty due to various factors, including but not limited to: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories and procedures and their resolution by the courts, at both trial and appellate levels; and the unpredictable nature of opposing parties.
 
Regardless of the merit of legal actions and claims, such matters can be expensive, time consuming, or harmful to our reputation and in recognition of these considerations, we may seek to settle such matters. While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Due to the inherent uncertainty in the litigation process, the resolution of any particular legal proceeding could result in changes to our products and business practices and could have a material adverse effect on our financial position and results of operations.
 
 
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We are significantly dependent on technology and the rights related to it. From time to time, we have been sued by other companies for allegedly violating their patents or other forms of intellectual property. Our company and other companies have experienced alleged claims from third parties whose sole or primary business is to monetize intellectual property. If an infringement suit against our company is successful, we may be required to compensate the third-party bringing the suit either by paying a lump sum or ongoing license fees to be able to continue selling a particular product or service. This type of compensation could be significant, in addition to legal fees and other costs that we would incur defending such a claim.
We might also be prevented or enjoined by a court from continuing to provide the affected product or service and may be caused to alter our business practices. We may also be required to defend or indemnify any customers who have been sued for allegedly infringing a third party’s patent in connection with using one of our products or services. Responding to intellectual property claims, regardless of the validity, can be costly and time consuming and may have a material adverse effect on our business and reputation as well as our financial performance, financial condition and cash flows.
Antitrust/competition-related claims or investigations could result in changes to how we do business and could be costly.
We are subject to applicable antitrust and competition laws and regulations in the countries where we have operations. These laws and regulations seek to prevent and prohibit anti-competitive activity. From time to time, we may be subject to antitrust/competition-related claims and investigations. Following such a claim or investigation, we may be required to change the way that we offer a particular product or service and if we are found to have violated antitrust or competition laws or regulations, we may be subject to fines or penalties. Any antitrust or competition-related claim or investigation could be costly for our company in terms of time and expense and could have an adverse effect on our financial condition and results of operations.
Financial Risks
We generate a significant percentage of our revenues from recurring, subscription-based arrangements, and our ability to maintain existing revenues and generate higher revenues is dependent in part on maintaining a high renewal rate.
In 2024, 81% of our revenues were derived from subscriptions or similar contractual arrangements, which result in recurring revenues. In the short to medium term, our revenues are supported by a relatively fixed cost base that is generally not impacted by fluctuations in revenues. Because a high proportion of our revenues is recurring, we believe that our revenue patterns are generally more stable compared to other business models that primarily involve the sale of products in discrete
or one-off arrangements.
However, there is often a lag in realizing the impact of current sales or cancellations in our reported revenues, as we recognize revenues over the term of the arrangement. Because of this lag effect, our revenues are typically slower to decline when economic conditions deteriorate but are also often slower to return to growth when economic activity improves, as compared to other businesses that are not subscription-based. Our transactions revenues (12% of our 2024 revenues), which include volume-based fees related to online searches and tax filings, and transactions in our Confirmation, Reuters Events and SurePrep businesses, fees from software licenses with no future obligations, professional fees from service and consulting arrangements and advertising and sponsorship revenues in our Reuters Professional business fluctuate based on the condition of the economic environment.
Our subscription and similar contractual arrangements typically have terms ranging from one to five years, which most customers renew at the end of each term. Renewal dates are spread over the course of the year. Many of our customer agreements have automatic renewal provisions, but customers are often able to terminate these types of agreements prior to automatic renewal of a new term by providing appropriate notice to us within a specified time period. In order to maintain existing revenues and to generate higher revenues, we are dependent on a significant number of our customers to renew their arrangements with us. Our revenues could also be lower if a significant number of our customers renewed their arrangements with us, but reduced the amount of their spending.
Our government business contractual arrangements are typically cancellable at will by the customer, which presents the risk that government contracts may be terminated without notice or cause. In addition, government contracts may be subject to government audits and reviews that could adversely affect the demand for our products and services by government customers. These risks of the government business could impact our revenues and reputation.
Currency and interest rate fluctuations and volatility in global markets may have a significant impact on our reported revenues and earnings.
Our financial statements are expressed in U.S. dollars and are, therefore, subject to movements in exchange rates on the translation of the financial information of businesses whose functional currencies are not U.S. dollars. We recognize revenues and incur expenses in many currencies and are thereby exposed to the impact of fluctuations in various foreign currency exchange rates. We monitor the financial stability of the foreign countries in which we operate. Volatility and uncertainty in global markets in the future could adversely affect our results.
Exchange rate movements in our foreign currency exposures may cause fluctuations in our consolidated financial statements. If our operations outside of the U.S. expand, we would expect this exposure to grow. We monitor foreign currency exposures on a regular basis and some of our largest foreign currency exposures are currently to the British pound sterling, the Euro, the Canadian dollar, the Brazilian real, the Indian rupee and the Australian dollar. We have historically, and may in the future, hedge some of our foreign currency exposure if we believe that it may be material to our financial results.
 
 
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We may issue
non-U.S.
dollar-denominated debt in the future and would expect to hedge any such debt into U.S. dollars, as has been our practice. In addition, an increase in interest rates from current levels could adversely affect our results in future periods.
Our credit ratings may be downgraded, which may impede our access to the debt markets or raise our borrowing rates.
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 demands, increased competition, a further 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 raise our borrowing rates. For additional information on our current credit ratings, please see the “Additional Information – Ratings of Debt Securities” section of this annual report.
We have significant funding obligations for pension arrangements that are affected by factors outside of our control.
We have significant funding obligations for various pension arrangements that are affected by factors outside of our control, including market factors and changes in legislation. In the past, we have contributed to our pension plans to
pre-fund
certain obligations. We may be required or we may opt to make additional contributions to some pension plans in the future and the amounts of any such contributions may be material.
Valuations of obligations for material plans are determined by independent actuaries and require assumptions in respect of expected mortality, inflation, and medical cost trends, along with the discount rates used to measure obligations. These assumptions are reviewed annually. While we believe that these assumptions are appropriate given current economic conditions, significant differences in actual experience or significant changes in assumptions may materially affect our valuations of pension obligations and related future expenses. In addition, the performance of equity and fixed income markets, which may be influenced by general economic conditions, including interest rates, inflation and currency exchange rates, may impact the funding level of our funded plans and required contributions.
We may be required to take future impairment charges that would reduce our reported assets and earnings.
Goodwill and other identifiable intangible assets comprise a substantial portion of our total assets. We are required under IFRS to test our goodwill and identifiable intangible assets with indefinite lives for impairment on an annual basis. We also are required by IFRS to perform an interim or periodic review of our goodwill and all identifiable intangible assets if events or changes in circumstances indicate that impairment may have occurred. Impairment testing requires our company to make significant estimates about our future performance and cash flows, as well as other assumptions. Economic, legal, regulatory, competitive, contractual and other factors as well as changes in our company’s share price and market capitalization may affect these assumptions. If our testing indicates that impairment has occurred relative to current fair values, we may be required to record an impairment charge in the period the determination is made. Recognition of an impairment would reduce our reported assets and earnings.
Corporate Structure Risks
Woodbridge controls our company and is in a position to affect our governance and operations.
Woodbridge and its affiliates beneficially owned approximately 70% of our common shares as of March 3, 2025. For so long as Woodbridge maintains its controlling interest in our company, it will generally be able to approve matters submitted to a majority vote of our shareholders without the consent of other shareholders, including, among other things, the election of our Board. In addition, Woodbridge may be able to exercise a controlling influence over our business and affairs, the selection of our senior management, the acquisition or disposition of our assets, our access to capital markets, the payment of dividends and any change of control of our company, such as a merger or take-over. The effect of this control may be to limit the price that investors are willing to pay for our shares. In addition, a sale of shares by Woodbridge or the perception of the market that a sale may occur may adversely affect the market price of our shares. For additional information, please see the “Governance –Woodbridge” section of this annual report.
Thomson Reuters Founders Share Company holds a Thomson Reuters Founders Share in our company and may be in a position to affect our governance and management.
Thomson Reuters Founders Share Company was established to safeguard the Thomson Reuters Trust Principles, including that of integrity, independence and freedom from bias in the gathering and dissemination of information and news. The Thomson Reuters Founders Share Company holds a Thomson Reuters Founders Share in our company. The interest of the Thomson Reuters Founders Share Company in safeguarding the Trust Principles may conflict with our other business objectives, impose additional costs or burdens on us or otherwise affect our management and governance. In addition, the Founders Share enables the Thomson Reuters Founders Share Company to exercise extraordinary voting power to safeguard the Trust Principles and to thwart those whose holdings of voting shares of Thomson Reuters threaten the Trust Principles. As a result, the Thomson Reuters Founders Share Company may prevent a change of control (including by way of a take-over bid or similar transaction) of our company in the future. We have agreed not to effect a sale (or similar transactions) of Reuters News to an unrelated third-party or to effect or permit material acquisitions by, or material dispositions from, Reuters News unless we have received Thomson Reuters Founders Share Company’s prior written consent. The effect of the rights of the Thomson Reuters Founders Share Company may be to limit the price that investors are willing to pay for our shares. For additional information, please see the “Additional Information – Material Contracts” section of this annual report.
 
 
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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 in the last two years, 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 2024 and 2023 annual consolidated financial statements. This management’s discussion and analysis contains forward-looking statements, which are subject to risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements. Forward-looking statements include, but are not limited to, our 2025 outlook, our 2026 financial framework, and our expectations related to general economic conditions and market trends and their anticipated effects on our business segments. For additional information related to forward-looking statements, material assumptions and material risks associated with them, please see the “Outlook” and “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results” sections of this management’s discussion and analysis. This management’s discussion and analysis is dated as of March 5, 2025, unless otherwise indicated.
We have organized our management’s discussion and analysis in the following key sections:
 
Executive Summary – an overview of our business and key financial highlights    29
Results of Operations – a comparison of our current and prior-year results    33
Liquidity and Capital Resources – a discussion of our cash flow and debt    45
Outlook – trends, priorities and our financial outlook, including material assumptions and material risks    52
Related Party Transactions – a discussion of transactions with our principal and controlling shareholder, Woodbridge,
and other related parties
   55
Subsequent Events – a discussion of material events occurring after December 31, 2024 and through the date of this
management’s discussion and analysis
   56
Changes in Accounting Policies – a discussion of changes in our accounting policies    57
Critical Accounting Estimates and Judgments – a discussion of critical estimates and judgments made by our
management in applying accounting policies
   57
Additional Information – other required disclosures    58
Appendix – supplemental information    60
Unless otherwise indicated or the context otherwise requires, references in this discussion to “we,” “our,” “us”, the “Company” and “Thomson Reuters” are to Thomson Reuters Corporation and our subsidiaries.
Basis of Presentation
We prepare our consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).
Other than EPS, we report our results in millions of U.S. dollars, but we compute percentage changes and margins using whole dollars to be more precise. As a result, percentages and margins calculated from reported amounts may differ from those presented, and growth components may not total due to rounding.
Use of
Non-IFRS
Financial Measures
In this management’s discussion and analysis, we discuss our results on an IFRS and
non-IFRS
basis. We use
non-IFRS
financial measures, which include ratios that incorporate one or more
non-IFRS
financial measures, as supplemental indicators of our operating performance and financial position as well as for internal planning purposes, our management incentive programs and our business outlook. We believe
non-IFRS
financial measures provide more insight into our performance.
Non-IFRS
measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as alternatives to measures of financial performance calculated in accordance with IFRS.
See Appendix A of this management’s discussion and analysis for a description of our
non-IFRS
financial measures, including an explanation of why we believe they are useful measures of our performance. Refer to Appendices B and C for reconciliations of our
non-IFRS
financial measures to the most directly comparable IFRS measures.
 
 
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Executive Summary
Our Company
Thomson Reuters (Nasdaq / 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 are organized as five reportable segments reflecting how we manage our businesses.
 

  
Legal Professionals
 
Serves law firms and governments with research and workflow products powered by leading-edge technologies, including generative AI, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools and analytics.
 
 
 
  
2024 Revenues
  
 
 

 
  
Corporates
 
Serves corporations, ranging from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven products, powered by leading-edge technologies, including generative AI, and integrated compliance workflow solutions to help them achieve their business outcomes.
 

 
  
Tax & Accounting Professionals
 
Serves tax, audit and accounting firms (other than the seven largest, which are served by our Corporates segment) with research and workflow products powered by leading-edge technologies, including generative AI.
 

 
  
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 firms exclusively via LSEG products.
 

  
Global Print
 
Provides legal and tax information primarily in print format to customers around the world and provides commercial printing services to a wide range of book publishers.
 
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.
Our Business Model and Key Operating Characteristics
We derive most of our revenues from selling information and software solutions, predominantly on a recurring subscription basis. Our solutions blend deep domain knowledge with software and automation tools. We believe our workflow solutions make our customers more productive by streamlining how they operate, enabling them to focus on higher value activities. Many of our customers use our solutions as part of their workflows, which has led to strong customer retention. We believe that our customers trust us because of our history and dependability and our deep understanding of their businesses and industries, and they rely on our services for navigating a rapidly changing and increasingly complex digital world. Over the years, our business model has proven to be capital efficient and cash flow generative, and it has enabled us to maintain leading and scalable positions in our chosen market segments.
 
 
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Some of our key business and operating characteristics are:
 
Attractive
Industry
 
Balanced and Diversified Leadership
 
Attractive
Business
Model
 
Strong
Competitive Positioning
 
Disciplined Financial
Policies
         
  Currently our “Big 3” segments operate in an estimated $28 billion market expected to grow between 8% and 11% over the next 5 years
 
  Legal, Tax & Risk markets are prime for content-driven innovation
 
  A leader in key Legal Professionals, Corporates, Tax & Accounting Professionals and News segments
 
  Resilient businesses, historically stable, through periods of macroeconomic uncertainty
 
  Approximately 450,000 customers; largest customer is approximately 5% of revenues*
 
  81% of revenues were recurring in 2024
 
  Fixed cost model supports operating leverage as we grow
 
  Strong and consistent cash generation capabilities
 
  Proprietary content plus data and human expertise combined with AI and ML are key differentiators
 
  Products deeply embedded in customers’ daily workflows
 
  91% retention rate in 2024
 
  Focused and incentivized on organic revenue growth and free cash flow growth
 
  Balance investing in business and returning capital to shareholders
 
  Committed to maintaining investment grade rating with stable capital structure
 
  Significant potential capital capacity affords optionality
* The news agreement with LSEG’s Data & Analytics business.
 
 
 
 
Revenues by type
 
Recurring revenues
primarily consist of fees to access products or services over time, such as Westlaw, Practical Law and many of our tax compliance products. Our products are generally provided under subscription arrangements that have terms ranging from one to five years, which most customers renew at the end of each term. Because most of our revenues are recurring, we believe that our revenue patterns are generally more stable compared to other businesses that primarily sell products in discrete or
one-off
arrangements. However, as we generally recognize recurring revenues ratably over the contract term, there is a lag in realizing the impact of current sales or cancellations in our reported revenues. As a result, our revenues are typically slower to decline when economic conditions worsen, but slower to return to growth when economic activity improves, compared to other businesses that are not subscription-based.
 
Transactions revenues
include volume-based fees, such as certain fees related to online searches and tax filings, as well as transactions in our Confirmation, Reuters Events and SurePrep businesses. We also charge fees for software licenses and professional fees for service and consulting arrangements. Transactions revenues are recognized primarily at a point in time and, based on their type, can fluctuate significantly from period to period.
 
Global Print revenues
largely consist of fees for content that is delivered primarily in traditional paper format. We also earn fees from printing materials for third-party publishers. We expect that Global Print revenues will continue to decline each year, as customers continue to migrate to online products. Print revenues are recognized at the point of shipment or, if sold under a subscription arrangement, ratably over the contract term.
 
 
 
Revenues by geography
 
In 2024, 73% of our revenues were U.S.-based. We also operate regional teams outside of the U.S., including in emerging markets, where we serve regional customers by either modifying existing products and services for their needs or developing specific products for the local market. Changes in foreign currency exchange rates relative to our business outside the U.S. may cause variation in our revenue performance from period to period. In 2024, however, changes in foreign exchange rates had a less than 1% negative impact on our revenue growth compared to the prior year.
 
 
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Operating Expenses
 
Most of our expenses are fixed in the
short-to-medium
term. As a result, when our revenues increase, we become more profitable and our adjusted EBITDA margin increases reflecting higher operating leverage. Likewise, when our revenues decline, we become less profitable and our adjusted EBITDA margin decreases. However, the full impact of incremental revenues is not always reflected in our profitability as we reinvest in our business. In 2024, staff costs, which are largely comprised of salaries, performance bonuses, commissions, benefits and share-based compensation, comprised 59% of our total expenses. Approximately 65% of our 2024 expenses were denominated in U.S. dollars with the balance denominated in currencies other than the U.S. dollar. In 2024, changes in foreign exchange rates decreased our expenses by 1% compared to the prior year.
Financial Highlights and Accomplishments
2024 marked another year of good revenue momentum driven by strong growth in recurring and transactions revenues. Revenues increased 7% in total, in constant currency and on an organic basis, compared to the prior year. Revenues for our “Big 3” segments increased 8% in total and in constant currency, and 9% on an organic basis. Our revenue performance met the targets set out in our 2024 outlook, which was last updated in November 2024. Operating profit declined 10% due to lower gains from the sales of
non-core
businesses in 2024 compared to 2023, as well as higher computer software amortization expense. Adjusted EBITDA, which excludes the gains on sale of businesses, computer software amortization expense and other adjustments, increased 4% compared to the prior year. Adjusted EBITDA margin of 38.2% was in line with our updated 2024 outlook but below the prior year adjusted EBITDA margin of 39.3%. The adjusted EBITDA margin performance was due to a higher growth in expenses versus revenues reflecting costs associated with investments and higher incentive compensation based on strong business performance, as well as the impact of acquisitions and divestitures. The adjusted EBITDA margin of our “Big 3” segments was 42.1% in 2024 compared to 43.8% in 2023.
In 2024, we generated net cash from operating activities of $2.5 billion and achieved our 2024 outlook with $1.8 billion of free cash flow. We acquired Pagero, which boosted our indirect tax workflow automation solutions for our Corporates customers, as well as Safe Sign Technologies and Materia both of which onboarded key talent and are expected to accelerate our generative AI roadmap. In the Reuters News segment, we acquired World Business Media (The Insurer), which adds subscription professional content focused on the insurance industry. Additionally, we completed the sale of FindLaw and certain other
non-core
businesses. We also received $1.9 billion of gross proceeds from the sale of our remaining LSEG shares.
In January 2025, we acquired cPaperless, LLC, doing business as SafeSend, for $600 million in cash. SafeSend is a U.S. based cloud-native provider of technology for tax and accounting professionals. SafeSend automates the “last-mile” of the tax return, including assembly, review, taxpayer
e-signature,
and delivery. See the “Subsequent Events” section of this management’s discussion and analysis for additional information.
We returned $1.6 billion to shareholders in dividends and share repurchases in 2024. On February 6, 2025, we announced a 10% or $0.22 per share annualized increase in our dividend to $2.38 per common share, representing the 32
nd
consecutive year of dividend increases, and the fourth consecutive 10% increase. Our capital capacity and liquidity remain a key asset to support further acquisitions and drive returns to shareholders.
 
 
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2024 Actual Performance vs. 2024 Updated Outlook
The table below compares our actual performance (before currency) to our updated 2024 outlook, which we confirmed in November 2024. Our total company met all the metrics within our updated 2024 outlook. Our “Big 3” segments met our updated outlook for total and organic revenue growth, but came in lower by approximately 100bp for adjusted EBITDA margin reflecting higher investments and incentive compensation. Our updated full-year 2024 outlook included
non-IFRS
financial measures, assumed constant currency rates relative to 2023, and included the impact of closed acquisitions and dispositions.
 
  Total Thomson Reuters
  
2024
Updated Outlook
  
2024 Actual Performance
(Before currency)
(1)
     
  Revenue growth
   ~7.0%   
7.1%
  
  
Organic revenue growth
(
2)
  
~7.0%
  
7.1%
  
  Adjusted EBITDA margin
(2)
   ~38%   
38.1%
  
  Corporate costs
   $120-$130 million   
$108 million
  
  Free cash flow
(2)
   ~$1.8 billion   
$1.8 billion
  
  Accrued capital expenditures as a percentage of revenues
(2)
   ~8.5%   
8.4%
  
  Depreciation and amortization of computer software
  
$730-$750 million 
  
$732 million
  
  Depreciation and amortization of internally developed software
  
$580-$600 million
  
$585 million
  
  Amortization of acquired software
   ~$150 million   
$147 million
  
  Interest expense
  
$125-$145 million 
  
$125 million
  
  Effective tax rate on adjusted earnings
(2)(3)
 
   ~18%
 
  
17.9%
 
  
 
  “Big 3” Segments
(2)
  
2024
Updated Outlook
  
2024 Actual Performance
(Before currency)
(1)
    
  Revenue growth
   ~8.5%   
8.4%
  
   
Organic revenue growth
  
~8.5%
  
8.7%
  
  Adjusted EBITDA margin
 
   ~43%
 
  
42.0%
 
  
×
 
  Legend
              
  
- Achieved or exceeded updated outlook.
  
×
- Did not meet updated outlook.
 
  
 
  
 
  
 
(1) Our 2024 performance (before currency) was measured in constant currency rates relative to 2023, except for free cash flow which was reflected at actual rates.
(2)
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.
(3) Refer to the “Tax (benefit) expense” section within the “Results of Operations” section of this management’s discussion and analysis for additional information.
2025 Outlook and 2026 Financial Framework
On February 6, 2025, we announced our 2025 outlook, which targets total revenue growth between 3.0% and 3.5%, organic revenue growth between 7.0% and 7.5%, and adjusted EBITDA margin of approximately 39%. We also updated our 2026 financial framework, which targets an organic revenue growth range of 7.5% to 8.0% and adjusted EBITDA margin expansion by at least 50 basis points, compared to 2025. Refer to the “Outlook” section of this management’s discussion and analysis for additional information.
Acquisitions and Dispositions
Acquisitions.
Acquired businesses can strengthen our offerings and enable us to extend our platform with new capabilities that we believe will provide opportunities to expand our positions, better serve our customers and supplement our organic revenue growth. Generally, the businesses that we acquire initially have lower margins than our existing businesses, largely reflecting the costs of integration. In 2024, we spent $1,006 million on acquisitions in aggregate, including $384 million to acquire the remaining portion of Pagero from minority shareholders. Acquisitions during the year included:
 
 
January 2024: Pagero, a global leader in
e-invoicing
and indirect tax solutions;
 
January 2024: World Business Media Limited (The Insurer), a cross-platform and subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry;
 
August 2024: Safe Sign Technologies, a U.K.-based startup that is developing legal-specific large language models; and
 
October 2024: Credere Technologies, Inc., doing business as Materia, a U.S.-based startup that specializes in the development of an agentic AI assistant for the tax, audit and accounting profession.
 
 
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In 2023, we spent $1,216 million on acquisitions in aggregate. Acquisitions during the year included:
 
 
January 2023: SurePrep LLC, a provider of tax automation software and services;
 
July 2023: Imagen Ltd, a media asset management company now part of our Reuters News segment; and
 
August 2023: Casetext, a business that uses AI and ML to enable legal professionals to work more efficiently.
In addition, Thomson Reuters Ventures, which was launched in 2021 with the authority to invest up to $100 million to support companies that are building innovations to allow professionals to operate more productively and with greater insights, has invested $66 million since its inception. In February 2025, we announced that we committed to a $150 million second fund.
We expect that acquisitions and our Thomson Reuters Ventures Fund activities will continue to play an important role in our strategy, and we may make tactical acquisitions from time to time that we believe will strengthen our positions in key growth segments.
Dispositions.
To ensure we are investing in parts of our business that offer the greatest opportunities to achieve growth and returns, we may sell businesses or investments from time to time. In 2024, we sold our FindLaw business, an online legal directory and provider of website creation and hosting services, law firm marketing solutions, and peer rating services. We also sold certain other
non-core
businesses and investments. In 2023, we sold a majority interest in our Elite business, a provider of financial and practice management solutions to law firms, to TPG, a global alternative asset management firm. We retained a 19.9% minority interest in the business.
In 2024, we sold all of our remaining 16.0 million shares of LSEG that we indirectly owned through our direct investment in YPL for $1.9 billion of gross proceeds, which included $24 million received from the settlement of foreign exchange contracts and $58 million from shares sold in 2023 that settled in 2024. In 2023, we sold 56.0 million shares of LSEG for gross proceeds of $5.4 billion, which included $151 million from the settlement of foreign exchange contracts.
Results of Operations
The section below contains
non-IFRS
measures where indicated. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our
non-IFRS
financial measures to the most directly comparable IFRS financial measures.
Consolidated Results
 
   
    
   Year ended December 31,   
 
                  
Change
 
  (millions of U.S. dollars, except per share amounts and margins)
  
2024
    
2023
    
Total
    
Constant
Currency
 
  IFRS Financial Measures            
   Revenues   
 
7,258
 
     6,794        7%     
   Operating profit   
 
2,109
 
     2,332        (10%)     
   Diluted EPS   
 
$4.89
 
     $5.80        (16%)     
 
 
 
  Non-IFRS
Financial Measures
           
   Revenues   
 
7,258
 
     6,794        7%        7%  
   Organic revenue growth
           
 
7%
 
   Adjusted EBITDA   
 
2,779
 
     2,678        4%        4%  
   Adjusted EBITDA margin   
 
38.2%
 
     39.3%        (110)bp        (130)bp  
   Adjusted EBITDA less accrued capital expenditures   
 
2,170
 
     2,146        1%     
   Adjusted EBITDA less accrued capital expenditures margin   
 
29.9%
 
     31.5%        (160)bp     
   Adjusted EPS   
 
$3.77
 
     $3.51        7%        7%  
  “Big 3” Segments            
   Revenues   
 
5,931
 
     5,485        8%        8%  
   
Organic revenue growth
           
 
9%
 
   Adjusted EBITDA   
 
2,500
 
     2,408        4%        4%  
   Adjusted EBITDA margin   
 
42.1%
 
     43.8%        (170)bp        (180)bp  
 
 
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Revenues
 
   
    
  Year ended December 31,  
              
Change
  (millions of U.S. dollars)
  
2024
  
2023
  
Total
  
Constant
Currency
  
Organic
 Recurring revenues
  
5,882
   5,458    8%    8%    8%
 Transactions revenues
  
857
   774    11%    11%    10%
 Global Print revenues
  
519
   562    (8%)    (7%)    (7%)
  Revenues
  
7,258
   6,794    7%    7%    7%
Revenues increased 7% in total and in constant currency reflecting 8% growth in recurring revenues and 11% growth in transactions revenues. The net impact of acquisitions and divestitures as well as foreign currency on total company reported revenue growth was not significant. On an organic basis, total revenues also increased 7%, driven by 8% growth in recurring revenues (81% of total revenues) and, to a lesser extent, 10% growth in transactions revenues. Global Print revenues declined 7% on an organic basis.
Revenues from the “Big 3” segments (82% of total revenues) increased 8% in total and in constant currency. On an organic basis, revenues increased 9%, driven by 9% growth in recurring revenues and 10% growth in transactions revenues.
Operating profit, adjusted EBITDA and adjusted EBITDA less accrued capital expenditures
Operating profit decreased 10%, primarily due to lower gains from the sales of
non-core
businesses compared to the prior year. In 2024, we sold FindLaw and certain other
non-core
businesses resulting in gains of $196 million. This compares to $342 million in 2023 which related to the sale of a majority stake in the company’s Elite business. Higher computer software amortization expense also contributed to the decline in operating profit.
Adjusted EBITDA, which excludes gains on the sale of businesses, as well as other items, increased 4%, which reflected a 4% increase in the “Big 3” segments and a 14% increase in Reuters News, partly offset by a 12% decline in Global Print. The related margin decreased to 38.2% from 39.3% in the prior year due to higher expected costs associated with investments and higher incentive compensation based on strong business performance, as well as the impact of acquisitions and divestiture activity. Foreign currency contributed 20bp to the year-over-year change in adjusted EBITDA margin.
Adjusted EBITDA less accrued capital expenditures increased, and the related margin decreased, as higher adjusted EBITDA more than offset higher accrued capital expenditures.
Operating expenses
 
   
    
  Year ended December 31,  
 
                      
Change
 
  (millions of U.S. dollars)
  
2024
      
2023
      
Total
      
Constant
Currency
 
  Operating expenses
  
4,471
       4,134        8%        9%  
  Remove fair value adjustments
(1)
  
 
17
 
       (2)                        
  Operating expenses excluding fair value adjustments
  
 
4,488
 
       4,132          9%          9%  
 
(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.
Operating expenses, excluding fair value adjustments, increased in total and on a constant currency basis, primarily due to higher costs from acquisitions, investments, as well as higher incentive compensation expenses associated with stronger performance. The increase in operating expenses was offset, in part, by lower costs due to divestitures.
 
 
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Depreciation and amortization
 
   
    
  Year ended December 31,  
  (millions of U.S. dollars)
  
2024
  
2023
  
Change
  Depreciation
  
113
   116    (2%)
  Amortization of computer software
              
 Internally developed
  
471
   440    7%
 Acquisition related
  
147
   72    104%
  Total amortization of computer software
  
618
   512    21%
  Amortization of other identifiable intangible assets
  
91
   97    (6%)
 
 
Depreciation decreased primarily due to assets acquired in previous years becoming fully depreciated.
 
 
Total amortization of computer software increased primarily due to acquisitions, and to a lesser extent, internal product development.
 
 
Amortization of other identifiable intangible assets decreased as the completion of amortization of assets acquired in previous years more than offset expenses associated with recent acquisitions.
Other operating gains, net
 
   
    
Year ended December 31,
 
  (millions of U.S. dollars)
  
   2024
    
  
2023
 
  Other operating gains, net
  
 
144
 
     397  
In 2024, other operating gains, net, included $196 million of gains from the sales of FindLaw and certain other
non-core
businesses, which were partly offset by an impairment of an equity method investment due to a decline in the value of its commercial real estate holding, acquisition-related deal costs, costs related to a legal provision, and other items.
In 2023, other operating gains, net, included a $342 million gain on the sale of a majority interest in our Elite business, $42 million of gains on the sale of two wholly-owned Canadian subsidiaries to a company affiliated with Woodbridge, our principal shareholder (see the “Related Party Transactions” section of this management’s discussion and analysis for additional information), and a gain on the sale of real estate.
Net interest expense
 
   
    
  Year ended December 31,
  (millions of U.S. dollars)
  
2024
  
2023
  
Change
  Net interest expense
  
125
   152    (18%)
Net interest expense decreased due to lower commercial paper borrowings and the repayment of our $600 million, 4.30% notes upon maturity in November 2023 that more than offset a prior year $12 million interest benefit associated with the release of tax reserves and lower interest income.
Other finance income (costs)
 
   
    
Year ended December 31,
 
  (millions of U.S. dollars)
  
2024
    
2023
 
  Other finance income (costs)
  
 
45
 
     (192
In 2024, other finance income primarily included net foreign exchange gains on intercompany funding arrangements denominated in British pound sterling, Canadian dollars and Euros, which resulted from the strengthening of the U.S. dollar. In 2023, other finance costs included $132 million of losses from foreign exchange contracts that were intended to reduce foreign currency risk on a portion of our former indirect investment in LSEG, which was denominated in British pounds sterling, as well as net foreign exchange losses on intercompany funding arrangements. Refer to the “Risk Management” section of this management’s discussion and analysis for a discussion on how we manage and mitigate our foreign currency risks.
 
 
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Share of
post-tax
(losses) earnings in equity method investments
 
   
    
 Year ended December 31,
 
  (millions of U.S. dollars)
  
    2024
    
   
2023
 
  YPL
  
68
     1,099  
  Other equity method investments
  
(28)
     (24)  
  Share of
post-tax
earnings in equity method investments
  
 
40
 
     1,075  
In May 2024, we sold our remaining LSEG shares that we had indirectly owned through YPL. We accounted for the investment in LSEG shares held by YPL at fair value, based on the share price of LSEG. As the investment in LSEG was denominated in British pounds sterling, we entered into a series of foreign exchange contracts to mitigate currency risk on our investment.
Our share of
post-tax
earnings (losses) in our YPL investment was comprised of the following items:
 
   
    
Year ended December 31,
 
  (millions of U.S. dollars)
  
2024
(1)
    
2023
 
  (Decrease) increase in LSEG share price
  
(86)
     785  
  Foreign exchange (losses) gains on LSEG shares
  
(3)
     251  
  Dividend income
  
6
     58  
  Loss from forward contract
  
-
     (77)  
  Gain (loss) from call options
  
22
     (15)  
  Historical excluded equity adjustment
(2)
  
129
     97  
  YPL – Share of
post-tax
earnings in equity method investments
  
 
68
 
     1,099  
 
(1)
Activity through May 2024, when the investment was fully divested.
(2)
Represents income from the recognition of the remaining cumulative impact of equity transactions that were excluded from our investment in YPL.
Tax (benefit) expense
 
   
    
Year ended December 31,
 
  (millions of U.S. dollars)
  
2024
   
2023
 
  Tax (benefit) expense
  
 
(123
    417  
In 2024, the net tax benefit of $123 million was due to a $468 million benefit from the recognition of a deferred tax asset relating to new tax legislation enacted in Canada in June 2024. The new legislation reduced our ability to deduct interest expense against our Canadian taxable income, thereby increasing Canadian taxable profits such that we now expect to utilize tax loss carryforwards and other tax attributes, which we had not previously recognized as a deferred tax asset. The tax benefit was partly offset by $54 million of tax expense related to the gain on sale of FindLaw.
Additionally, in January 2024, we began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development and enacted by key jurisdictions in which we operate. These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of
top-up
taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. In 2024, we recorded $4 million of current
top-up
tax expense which was attributable to our earnings in Switzerland. We have applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
In 2023, our effective income tax rate on earnings from continuing operations was 13.6%. Tax expense of $417 million included $253 million of tax expense related to our earnings in equity method investments and $31 million of tax benefits related to other finance costs, primarily from losses on foreign exchange contracts related to our investment in LSEG. Tax expense also included $77 million of expense related to the sale of a majority stake in Elite. Our tax expense in 2023 was partly offset by tax benefits of $100 million from the remeasurement of deferred tax balances due to changes in applicable statutory tax rates (primarily outside of the U.S.) and $82 million of tax benefits from the release of reserves due to the settlement of a tax audit and the lapse in statutes of limitation.
 
 
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Additionally, the tax benefit or expense in each year reflected the mix of taxing jurisdictions in which
pre-tax
profits and losses were recognized. The comparability of our tax expense was impacted by various transactions and accounting adjustments during each year. The following table sets forth certain components within income tax (benefit) expense that impacted comparability from year to year:
 
   
    
 Year ended December 31,
 
  (millions of U.S. dollars)
  
    2024
    
   
2023
 
  (Benefit) expense
             
  Tax items impacting comparability:
             
    Recognition of deferred tax asset
(1)
  
(468)
     -  
    Discrete changes to uncertain tax positions
(2)
  
(15)
     (61)  
    Corporate tax laws and rates
(3)
  
7
     (100)  
    Deferred tax adjustments
(4)
  
(2)
     (11)  
   Subtotal   
(478)
     (172)  
  Tax related to:
             
    Amortization of acquired computer software   
(33)
     (17)  
    Amortization of other identifiable intangible assets   
(22)
     (22)  
    Other operating gains, net   
56
     81  
    Other finance income (costs)   
(19)
     (31)  
    Share of
post-tax
earnings in equity method investments
  
7
     253  
    Other items   
2
     1  
   Subtotal   
(9)
     265  
  Total
  
 
(487)
 
     93  
 
(1)
Relates to new tax legislation enacted in Canada.
(2)
In 2024, relates to the release of tax reserves that are no longer required due to the settlement of a tax dispute. In 2023, relates to tax reserves no longer required due to the expiration of statutes of limitation.
(3)
Relates primarily to adjustments to deferred tax balances due to changes in the applicable statutory tax rate in a jurisdiction outside of the U.S. and adjustments to deferred tax balances due to changes in effective state tax rates.
(4)
Relates primarily to adjustments to deferred tax assets attributable to a
non-U.S.
subsidiary.
The items described above impact the comparability of our tax expense for each year, therefore, we remove them from our calculation of adjusted earnings, along with the
pre-tax
items to which they relate. The computation of our adjusted tax expense is set forth below:
 
     
 Year ended December 31,
 
  (millions of U.S. dollars)
  
    2024
    
   
2023
 
  Tax (benefit) expense
  
(123)
     417  
   Remove: Items from above impacting comparability   
487
     (93)  
  Total tax expense on adjusted earnings
  
 
364
 
     324  
Our 2024 effective tax rate on adjusted earnings was 17.6% (2023 – 16.5%). On an adjusted earnings basis, our effective income tax rates in both years were lower than the Canadian corporate income tax rate of 26.5%. The difference is primarily attributable to lower tax rates and differing tax rules applicable to certain of our operating and financing subsidiaries outside of Canada. As a global company, our income taxes depend on the laws of numerous countries and the provisions of multiple income tax conventions between various countries in which we operate.
Because of the requirements of income tax accounting under IFRS, income tax expense can differ significantly from taxes paid in any reporting period. We paid income taxes from net earnings on our worldwide business as follows:
 
   
    
 Year ended December 31,
 
  Income taxes paid (millions of U.S. dollars)
  
    2024
    
   
2023
 
  Operating activities – continuing operations
  
234
     163  
  Investing activities – continuing operations
  
317
     705  
  Investing activities – discontinued operations
  
-
     1  
  Total income taxes paid
  
 
551
 
     869  
 
 
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Our effective tax rate and our cash tax cost in the future will depend on the laws of numerous countries and the provisions of multiple income tax conventions between various countries in which we operate. Our effective tax rate will be dependent upon tax laws and conventions remaining unchanged or favorable to our company, as well as the geographic mix of our profits. See the “Liquidity and Capital Resources – Contingencies” section of this management’s discussion and analysis for further discussion of income tax liabilities.
Results of Discontinued Operations
Earnings from discontinued operations, net of tax, included the following:
 
   
    
 Year ended December 31,
 
  (millions of U.S. dollars)
  
    2024
    
   
2023
 
  Earnings from discontinued operations, net of tax
  
 
15
 
     49  
In both years, earnings from discontinued operations, net of tax, were primarily comprised of earnings or losses arising on a receivable balance from LSEG relating to a tax indemnity. The earnings or losses included impacts from changes in foreign exchange and interest rates. The 2024 period also included benefits from the release of reserves that are no longer required due to settlements of tax disputes.
Net earnings and diluted EPS
 
   
    
   Year ended December 31,   
 
                  
Change
 
  (millions of U.S. dollars, except per share amounts)
  
 2024
    
 2023
    
 Total
    
Constant
Currency
 
  IFRS Financial Measures
           
  Net earnings   
 
2,207
 
     2,695        (18%)     
  Diluted EPS   
 
$4.89
 
     $5.80        (16%)           
  Non-
IFRS Financial Measures
           
  Adjusted earnings   
 
1,701
 
     1,629        4%     
  Adjusted EPS   
 
$3.77
 
     $3.51        7%        7%  
Net earnings and diluted EPS decreased, compared to the prior year, as lower income tax expense, which reflected a current year $468 million
non-cash
tax benefit related to tax legislation enacted in Canada, and currency benefits included in other finance income or costs were more than offset by a significant prior-year period increase in the value of our former investment in LSEG, as well as lower operating income.
Adjusted earnings and adjusted EPS, which excludes the
non-cash
tax benefit, other finance income or costs, changes in value of our former LSEG investment, gains on sales of businesses, as well as other adjustments, increased due to higher adjusted EBITDA.
Both diluted and adjusted EPS also 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. We assess revenue growth for each segment, as well as the businesses within each segment, in constant currency and on an organic basis.
Legal Professionals
 
   
    
  Year ended December 31,  
              
Change
  (millions of U.S. dollars, except margins)
  
2024
  
2023
  
Total
  
Constant
Currency
  
Organic 
   Recurring revenues
  
2,828
   2,674    6%    6%    8% 
   Transactions revenues
  
94
   133    (29%)    (28%)    (2%) 
  Revenues
  
2,922
   2,807    4%    4%    7% 
  Segment adjusted EBITDA
  
1,302
   1,299    -    -     
  Segment adjusted EBITDA margin
  
44.6%
   46.2%    (160)bp    (180)bp      
 
 
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Revenues increased in total and in constant currency driven by organic revenue growth. Acquisitions added to growth, but were more than offset by the loss of revenues from the divestitures of the Elite business in June of 2023 and FindLaw in December 2024.
On an organic basis, revenues grew 7% due to growth in recurring revenues led by Westlaw, CoCounsel, Practical Law, and the segment’s international businesses. The migration of customers from a Global Print product to Westlaw benefited the segment’s year-over-year revenue growth by $19 million. Recurring revenues represented 97% of the Legal Professionals segment revenues. Transactions revenues declined 2% organically.
Segment adjusted EBITDA was essentially unchanged and the related margin declined 160bp to 44.6% reflecting higher investments and incentive compensation expense. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 20bp.
Corporates
 
   
    
  Year ended December 31,  
              
Change
  (millions of U.S. dollars, except margins)
  
2024
  
2023
  
Total
  
Constant
Currency
  
Organic 
   Recurring revenues
  
1,543
   1,373    12%    13%    10% 
   Transactions revenues
  
301
   247    22%    22%    11% 
  Revenues
  
1,844
   1,620    14%    14%    10% 
  Segment adjusted EBITDA
  
671
   619    8%    8%     
  Segment adjusted EBITDA margin
  
36.3%
   38.1%    (180)bp    (220)bp      
Revenues increased in total and in constant currency and included a contribution from our acquisition of Pagero. On an organic basis, revenues grew 10% due to growth in recurring and transactions revenues. Recurring organic revenue growth was driven by Practical Law, Indirect Tax, Clear and the segment’s international businesses. Recurring revenues represented 84% of Corporates segment revenues. Transactions organic revenue growth was driven by growth from Trust, Direct Tax, Confirmation, Pagero and the segment’s international businesses.
Segment adjusted EBITDA increased 8% and the related margin declined by 180bp to 36.3%. The decline in margin reflected the impact of the Pagero acquisition, as well as higher investments and higher incentive compensation. Foreign currency benefited from the year-over-year change in segment adjusted EBITDA margin by 40bp.
Tax & Accounting Professionals
 
   
    
  Year ended December 31,  
              
Change
  (millions of U.S. dollars, except margins)
  
2024
  
2023
  
Total
  
Constant
Currency
  
Organic 
   Recurring revenues
  
867
   808    7%    9%    9%
   Transactions revenues
  
298
   250    19%    19%    14%
  Revenues
  
1,165
   1,058    10%    11%    10%
  Segment adjusted EBITDA
  
527
   490    8%    9%     
  Segment adjusted EBITDA margin
  
45.2%
   45.8%    (60)bp    (50)bp      
Revenues increased in total and in constant currency, which included a contribution from the acquisition of SurePrep in the prior year. On an organic basis, revenues increased 10% due to growth in both recurring and transactions revenues. Recurring organic revenue growth was led by the Latin America business, and the segment’s UltraTax and audit products. Recurring revenues represented 74% of Tax & Accounting Professionals segment revenues. Transactions organic revenue growth was driven by UltraTax, Confirmation, SurePrep, and the segment’s international businesses.
Segment adjusted EBITDA increased 8% and the related margin declined 60bp to 45.2%. The decline in margin was driven by a similar growth rate in expenses versus revenues reflecting costs associated with investments and higher incentive compensation based on strong business performance. Foreign currency had a 10bp negative impact on the year-over-year change in segment adjusted EBITDA margin.
 
 
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Reuters News
 
   
    
  Year ended December 31,  
              
Change
  (millions of U.S. dollars, except margins)
  
2024
  
2023
  
Total
  
Constant
Currency
  
Organic 
   Recurring revenues
  
668
   625    7%    7%    5% 
   Transactions revenues
  
164
   144    14%    13%    9% 
  Revenues
  
832
   769    8%    8%    6% 
  Segment adjusted EBITDA
  
196
   172    14%    16%     
  Segment adjusted EBITDA margin
  
23.6%
   22.4%    120bp    150bp      
Revenues increased in total, in constant currency and on an organic basis. which included a positive impact from acquisitions. On an organic basis, revenue growth of 6% was led by higher generative AI related content licensing revenue, including certain amounts that were largely transactional. Additionally, revenues increased due to a contractual price increase from the segment’s news agreement with the Data & Analytics business of LSEG.
Reuters News and LSEG’s Data & Analytics business have an agreement pursuant to which Reuters News supplies news and information services to LSEG through October 1, 2048. In 2024, Reuters News recorded revenues of $384 million under this agreement, which represents the current minimum annual value. However, these revenues may increase in the future as the contract requires adjustments related to changes in the consumer price index and foreign exchange rates. In 2023, Reuters News recorded $368 million under this agreement.
Segment adjusted EBITDA increased 14% and the related margin increased 120bp to 23.6% due to higher revenues, which more than offset higher costs including editorial coverage of key global events. Foreign currency had a 30bp negative impact on the year-over-year change in segment adjusted EBITDA margin.
Global Print
 
   
    
  Year ended December 31,  
              
Change
  (millions of U.S. dollars, except margins)
  
2024
  
2023
  
Total
  
Constant
Currency
  
Organic 
  Revenues
  
519
   562    (8%)    (7%)    (7%) 
  Segment adjusted EBITDA
  
188
   213    (12%)    (12%)     
  Segment adjusted EBITDA margin
  
36.2%
   38.0%    (180)bp    (180)bp      
Revenues decreased in total, in constant currency, and on an organic basis. The revenue decline included the impact of the migration of customers from a Global Print product to Westlaw. Excluding the impact of this migration, Global Print revenues declined 5% on an organic basis.
Segment adjusted EBITDA declined 12% and the related margin declined 180bp to 36.2% primarily due to the impact of lower revenues. Foreign currency had no net impact on the year-over-year change in segment adjusted EBITDA margin.
Corporate costs
 
   
    
 Year ended December 31,
 
  (millions of U.S. dollars)
  
2024
    
2023
 
  Corporate costs
  
 
105
 
     115  
Corporate costs decreased due to lower costs in certain functional areas and a benefit from foreign currency.
 
 
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Review of Fourth Quarter Results
Our revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over the contract term and our costs are generally incurred evenly throughout the year. However, at the segment level, revenues on a consecutive quarter basis can be impacted by seasonality, most notably in our Tax & Accounting Professionals business, where revenues tend to be concentrated in the first and fourth quarters.
Consolidated Results
 
   
    
Three months ended December 31,
              
Change
 (millions of U.S. dollars, except per share amounts and margins)
  
2024
  
2023
  
Total
  
Constant
Currency
 IFRS Financial Measures
                   
Revenues   
1,909
   1,815    5%     
Operating profit   
722
   558    29%     
Net earnings   
587
   678    (14%)     
Diluted EPS   
$1.30
   $1.49    (13%)     
Net cash provided by operating activities   
564
   705    (20%)     
Net cash used in investing activities   
(69)
   (223)    (71%)     
Net cash used in financing activities   
(252)
   (1,702)    (85%)      
 Non-IFRS
Financial Measures
(1)
                   
Revenues   
1,909
   1,815    5%    5%
  
Organic revenue growth
                 
5%
Adjusted EBITDA   
718
   707    2%    1%
Adjusted EBITDA margin   
37.6%
   38.9%    (130)bp    (160)bp
Adjusted EBITDA less accrued capital expenditures   
546
   554    (1%)     
Adjusted EBITDA less accrued capital expenditures margin   
28.6%
   30.5%    (190)bp     
Adjusted earnings   
454
   446    2%     
Adjusted EPS   
$1.01
   $0.98    3%    1%
Free cash flow   
425
   613    (31%)     
“Big 3” Segments                    
Revenues   
1,553
   1,446    7%    7%
  Organic revenue growth                   8%
Adjusted EBITDA   
648
   624    4%    3%
Adjusted EBITDA margin   
41.7%
   43.1%    (140)bp    (190)bp
 
(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.
 
 
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Review of Fourth Quarter Results (continued)
Revenues
Revenues increased 5% in total reflecting a 7% growth in recurring revenues (83% of total revenues) partly offset by a 1% decline in transactions revenues and a 6% decline in Global Print. The net impact of acquisitions, divestitures as well as foreign currency on total company revenue growth was not significant. On an organic basis, revenues also increased 5% reflecting 8% growth in recurring revenues partly offset by a 4% decline in transactions revenues and the decline in Global Print.
Revenues from the “Big 3” segments (81% of total revenues) increased 7% in total and in constant currency. On an organic basis, revenues increased 8%, driven by 8% growth in recurring revenues (92% of “Big 3” segments revenues in the quarter) and 11% growth in transactions revenues.
Operating profit, adjusted EBITDA and adjusted EBITDA less accrued capital expenditures
Operating profit increased 29% driven from gains on the sale of FindLaw and certain other
non-core
businesses.
Adjusted EBITDA, which excludes gains on the sale of businesses, as well as other items, increased 2% and the related margin decreased to 37.6% from 38.9% in the prior-year period. The increase in revenues were largely offset by higher costs reflecting continued investments in our business, the impact of acquisitions, and higher incentive compensation based on strong business performance. The increase in adjusted EBITDA reflected 4% growth in the “Big 3” segments, partly offset by a 26% decline in Reuters News and a 1% decline in Global Print. Foreign currency contributed 30bp to the year-over-year change in adjusted EBITDA margin in the quarter.
Adjusted EBITDA less accrued capital expenditures and the related margin decreased as higher adjusted EBITDA was more than offset by higher accrued capital expenditures.
Net earnings and diluted EPS, and adjusted earnings and adjusted EPS
Net earnings and diluted EPS decreased as higher operating profit and currency benefits included in other finance income or costs were more than offset by higher tax expense, lower results from discontinued operations, and a prior-year period increase in the value of our former investment in LSEG.
Adjusted earnings and adjusted EPS, which excludes gains on sale of businesses, other finance income or costs, changes in value of our former LSEG investment, discontinued operations, as well as other adjustments was $1.01 per share versus $0.98 per share in the prior period.
Net cash provided by operating activities
Net cash provided by operating activities decreased primarily due to certain component changes in working capital.
Net cash used in investing activities
In 2024, net cash used in investing activities primarily reflected capital expenditures of $161 million and acquisition spend of $130 million, primarily related to the purchase of Materia, and $115 million of taxes paid on the sales of LSEG shares. These cash outflows were partly offset by $297 million in proceeds from the sale of FindLaw and other
non-core
businesses and $40 million of cash flows from other investing activities, which included proceeds from the sale of real estate.
In 2023, net cash used in investing activities primarily reflected $162 million in taxes paid on the sales of LSEG shares and certain other businesses, and $132 million of capital expenditures. These outflows were partly offset by $31 million of proceeds from the sales of LSEG shares and $55 million of cash flows from other investing activities, which included proceeds from the sale of real estate and a wholly-owned Canadian subsidiary to a company affiliated with Woodbridge.
Net cash used in financing activities
In 2024, net cash used in financing activities primarily included dividend payments to our common shareholders of $236 million. In 2023, net cash used in financing activities included the repayment of our $600 million term debt at maturity,
$513 million of net repayments of commercial paper, and $576 million of returns to common shareholders through dividends and share repurchases.
 
 
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Table of Contents
Review of Fourth Quarter Results (continued)
Free cash flow
Free cash flow decreased primarily due to lower net cash provided by operating activities and higher capital expenditures. 
Segment Results
 
   
    
Three months ended December 31,
              
Change
 (millions of U.S. dollars, except margins)
  
2024
  
2023
  
Total
  
Constant
Currency
(1)
  
Organic
(1)
 Revenues
                        
 Legal Professionals   
729
   700    4%    4%    7%
 Corporates   
458
   402    14%    15%    10%
 Tax & Accounting Professionals   
366
   344    6%    7%    7%
 “Big 3” Segments Combined
(1)
  
1,553
   1,446    7%    7%    8%
 Reuters News   
218
   220    (1%)    (1%)    (3%)
 Global Print   
144
   154    (6%)    (6%)    (6%)
 Eliminations/ Rounding   
(6)
   (5)                  
 Revenues
  
1,909
   1,815    5%    5%    5%
 Adjusted EBITDA
(1)
                        
 Legal Professionals   
299
   298    -    (1%)     
 Corporates   
153
   138    11%    8%     
 Tax & Accounting Professionals   
196
   188    4%    5%     
 “Big 3” Segments Combined   
648
   624    4%    3%     
 Reuters News   
45
   61    (26%)    (26%)     
 Global Print   
55
   55    (1%)    (1%)     
 Corporate costs   
(30)
   (33)                 
 Adjusted EBITDA
  
718
   707    2%    1%     
 Adjusted EBITDA margin
(1)
                        
 Legal Professionals   
41.0%
   42.5%    (150)bp    (200)bp     
 Corporates   
33.5%
   34.5%    (100)bp    (190)bp     
 Tax & Accounting Professionals   
53.4%
   54.6%    (120)bp    (90)bp     
 “Big 3” Segments Combined   
41.7%
   43.1%    (140)bp    (190)bp     
 Reuters News   
20.8%
   27.9%    (710)bp    (670)bp     
 Global Print   
38.2%
   36.4%    180bp    190bp     
 Adjusted EBITDA margin
  
37.6%
   38.9%    (130)bp    (160)bp     
 
(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.
 
 
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Table of Contents
Review of Fourth Quarter Results (continued)
Legal Professionals
Revenues increased in total and in constant currency and included a negative impact from the divestiture of FindLaw. On an organic basis, revenues increased 7% due to growth in recurring revenues (97% of the Legal Professionals segment in the fourth quarter of 2024) driven by Westlaw, CoCounsel, Practical Law and the segment’s international businesses. The migration of customers from a Global Print product to Westlaw benefited the segment’s year-over-year revenue growth by $5 million. Transactions revenues decreased 10% in constant currency, 4% organically.
Segment adjusted EBITDA was essentially unchanged and the related margin declined. This performance reflected higher revenues which were largely offset by higher costs that included higher investments. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 50bp.
Corporates
Revenues increased in total and in constant currency, including the acquisition of Pagero. On an organic basis, revenues increased 10% due to growth in recurring and transactions revenues. Recurring organic revenue growth was driven by Practical Law, Indirect Tax, CLEAR and the segment’s international businesses. Recurring revenues represented 88% of Corporates segment revenues in the quarter. Transactions organic revenue growth was driven by Direct Tax, Trust and Pagero.
Segment adjusted EBITDA increased and the related margin declined. This performance reflected the impact of higher revenues, higher investments and the Pagero acquisition. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 90bp.
Tax & Accounting Professionals
Revenues increased in total, in constant currency and on an organic basis. On an organic basis, revenues increased 7% due to growth in both recurring and transactions revenues. Recurring organic revenue growth was driven by the segment’s Latin America business and UltraTax products. Recurring revenues represented 87% of Tax & Accounting Professionals segment revenues in the quarter. Transactions organic revenue growth was driven by tax products and professional services.
Segment adjusted EBITDA increased, but the related margin declined. This performance reflected the impact of higher revenues which were partly offset by higher expenses, including investments. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 30bp.
The Tax & Accounting Professionals segment is the company’s most seasonal business with approximately 60% of full-year revenues typically generated in the first and fourth quarters. As a result, the margin performance of this segment has been generally higher in the first and fourth quarters as costs are typically incurred in a more linear fashion throughout the year.
Reuters News
Revenues decreased in total and in constant currency which included a positive impact from acquisitions. On an organic basis, the decline in revenues primarily reflected generative AI related content licensing revenue recognized in the prior-year period that was largely transactional in nature, partially offset by higher agency revenues and a contractual price increase from the segment’s news agreement with the Data & Analytics business of LSEG.
Segment adjusted EBITDA and the related margin decreased primarily due to lower revenues and higher costs including editorial coverage of key global events in the quarter. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 40bp.
Global Print
Revenues decreased in total, constant currency, and on an organic basis. The revenue decline was driven by lower shipment volumes and the migration of customers from a Global Print product to Westlaw. Excluding the impact of this migration, Global Print revenues declined 4% on an organic basis.
Segment adjusted EBITDA was unchanged, but the related margin increased. Both measures were impacted by lower revenues which were substantially offset by lower costs. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 10bp.
Corporate costs
Corporate costs decreased primarily due to lower costs related to certain functional areas.
 
 
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Liquidity and Capital Resources
Capital Strategy
We have historically maintained a disciplined capital strategy that balances growth, long-term financial leverage, credit ratings and returns to shareholders. We are focused on having the investment capacity to drive revenue growth, both organically and through acquisitions, while also maintaining our long-term financial leverage and credit ratings and continuing to provide returns to shareholders. Our principal sources of liquidity are cash and cash equivalents and cash provided by operating activities. From time to time, we also issue commercial paper, issue debt securities and borrow under our credit facility. Our principal uses of cash are for debt repayments, debt servicing costs, dividend payments, capital expenditures, share repurchases and acquisitions.
In 2024, we received gross proceeds of $1.9 billion in connection with the sale of our remaining 16.0 million LSEG shares. We spent over $1.0 billion on acquisitions in 2024, primarily for Pagero, Materia and World Business Media (The Insurer). Additionally, we repaid the outstanding $242 million balance of our $450 million, 3.85% notes due 2024 upon maturity and repurchased $639 million of our common shares to complete our plan to repurchase up to $1.0 billion of our common shares as announced on November 1, 2023. Refer to the “Share repurchases – Normal Course Issuer Bid (NCIB)” subsection below for additional information.
Our capital strategy approach has provided us with a strong capital structure and liquidity position which enables us to pursue organic and inorganic opportunities in key growth segments and drive shareholder returns. Our disciplined approach and cash generative business model have allowed us to weather economic volatility in recent years caused by macroeconomic and geopolitical factors, while continuing to invest in our business.
We expect that the operating leverage of our business will increase our free cash flow if we increase revenues as contemplated by our outlook. We continue to target: (i) a maximum leverage ratio of 2.5x net debt to adjusted EBITDA (ii) a payout of 50% to 60% of our expected free cash flow as dividends to our shareholders (iii) a return of at least 75% of our annual free cash flow to our shareholders in the form of dividends and share repurchases; and (iv) a return on invested capital (ROIC) that is double or more of our weighted-average cost of capital over time. In 2024, we returned nearly $1.6 billion to shareholders in the form of dividends and share repurchases, representing 87% of our 2024 full year free cash flow. 
As of December 31, 2024, we had $2.0 billion of cash and cash equivalents, and a net debt to adjusted EBITDA leverage ratio as of December 31, 2024 of 0.4:1, below our target of 2.5:1. As calculated under our credit facility covenant, our net debt to adjusted EBITDA leverage ratio as of December 31, 2024 was 0.3:1, which is also below the maximum leverage ratio allowed under the credit facility of 4.5:1. Our next scheduled debt repayment is in May 2025, when our C$1.4 billion (U.S. dollar $1.0 billion) 2.239% notes due 2025 mature.
We believe that our existing sources of liquidity will be sufficient to fund our expected cash requirements in the normal course of business for the next 12 months.
Certain information above in this section is forward-looking and should be read in conjunction with the section entitled “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results”.
Cash Flow
Summary of Consolidated Statement of Cash Flow
 
   
    
  Year ended December 31,  
 (millions of U.S. dollars)
  
2024
  
2023
  
$ Change
 Net cash provided by operating activities
  
2,457
   2,341    116
 Net cash provided by investing activities
  
680
   3,513    (2,833)
 Net cash used in financing activities
  
(2,459)
   (5,626)    3,167
 Translation adjustments
  
(8)
   1    (9)
 Increase in cash and cash equivalents
  
670
   229    441
 Cash and cash equivalents at beginning of period
  
1,298
   1,069    229
 Cash and cash equivalents at end of period
  
1,968
   1,298    670
 Non-IFRS
Financial Measure
(1):
              
 Free cash flow
  
1,828
   1,871    (43)
 
(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 $116 million due to cash benefits from higher revenues that more than offset higher operating expenses and tax payments.
 
 
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Investing activities
. In 2024, cash provided by investing activities included proceeds of $1,854 million from sales of LSEG shares, $326 million of proceeds from the sale of businesses and investments, which included our FindLaw business, and $46 million of cash flows from other investing activities, primarily proceeds from the sale of certain real estate. These inflows more than offset $317 million of tax payments, primarily associated with the LSEG share sales, capital expenditures of $607 million and acquisition spend of $622 million, primarily related to the purchase of Pagero, Materia and World Business Media (The Insurer). We spent an additional $384 million to acquire the remaining portion of Pagero from minority shareholders, which is reflected in financing activities below.
In 2023, net cash provided by investing activities included proceeds of $5,424 million from the sale of our LSEG investment, $418 million of proceeds from the sale of a majority stake in our Elite business, and $137 million of cash flows from other investing activities, which included $42 million from the sale of two Canadian wholly-owned subsidiaries to a company affiliated with Woodbridge, $35 million from the sale of certain real estate, as well as $58 million in LSEG dividends. These inflows were partly offset by $1,216 million of acquisition spending, which included the acquisitions of SurePrep and Casetext, $705 million in taxes paid primarily associated with the sales of LSEG shares, and $544 million of capital expenditures.
Financing activities
. In 2024, net cash used in financing activities included debt repayments of $290 million, including $48 million for the repayment of Pagero’s outstanding debt, $139 million of net payments under our commercial paper program, $944 million of dividend payments to our common shareholders, $639 million of share repurchases and $384 million for the purchase of shares from Pagero’s minority shareholders.
In 2023, net cash used in financing activities primarily reflected $4,011 million of returns to our common shareholders, which was comprised of $2,045 million through our return of capital transaction, $887 million of dividends and $1,079 million of share repurchases. Net cash used in financing activities also included the repayment of $600 million of our term debt upon maturity and $956 million of net repayments of commercial paper.
Refer to the “Commercial paper program”, “Long-term debt”, “Dividends”, “Share repurchases– Normal Course Issuer Bid (NCIB)” and “Return of capital and share consolidation” subsections below for additional information.
Cash and cash equivalents.
The increase in cash and cash equivalents primarily reflects the remaining net proceeds from the sale of approximately 16.0 million of our indirectly owned LSEG shares, and the net impact of acquisition and divestiture activity.
Free cash flow.
Free cash flow decreased as higher cash flows from operating activities were more than offset by higher capital expenditures and lower cash flows from other investing activities.
Additional information about our debt and credit arrangements, dividends, share repurchases and return of capital and share consolidation is as follows:
 
 
Commercial paper program.
Our $2.0 billion commercial paper program provides cost-effective and flexible short-term funding. There was no commercial paper outstanding as of December 31, 2024 versus $130 million at December 31, 2023. Outstanding commercial paper reached a peak of $900 million during the year.
 
 
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 December 31, 2024 and 2023. Based on our current credit ratings, the cost of borrowing under the facility is priced at the Term Secured Overnight Financing Rate (SOFR)/Euro Interbank Offered Rate (EURiBOR)/Simple Sterling Overnight Index Average (SONIA) plus 102.5 basis points. We have the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $2.6 billion. If our debt rating is downgraded by at least two ratings agencies consisting of Moody’s, S&P or Fitch, our facility fees and borrowing costs could increase, although contractual availability would be unaffected. Conversely, an upgrade in our rating may reduce our facility fees and borrowing costs. We also monitor the lenders that are party to our facility and believe they continue to be able to lend to us.
 
 
We guarantee borrowings by our subsidiaries under the credit facility. We must also maintain a ratio of net debt as defined in the credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If we complete an acquisition with a purchase price of over $500 million, we may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of December 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 0.3:1.
 
 
Long-term debt
. In September 2024, we repaid upon maturity the outstanding $242 million balance of our $450 million 3.85% notes due 2024 with cash on hand. In November 2023, we repaid upon maturity our $600 million 4.30% notes due 2023 with cash on hand.
 
 
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In June 2024, we filed a new base shelf prospectus pursuant to which Thomson Reuters Corporation (TRC) and one of its U.S. subsidiaries, TR Finance LLC (TR Finance), may collectively issue up to $3.0 billion of unsecured debt securities from time to time through July 19, 2026. Any debt securities issued by TR Finance LLC will be fully and unconditionally guaranteed on an unsecured basis by TRC and three U.S. subsidiary guarantors, which are also indirect 100%-owned and consolidated subsidiaries of TRC. Except for TR Finance 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 debt securities. As of December 31, 2024, neither TRC nor TR Finance have issued any debt securities under the prospectus. Please refer to Appendix G of this management’s discussion and analysis for condensed consolidating financial information of the Company, including TR Finance and the subsidiary guarantors.
 
 
On February 11, 2025, we commenced offers to exchange any or all validly tendered and accepted notes of TRC of the series of notes below for new notes issued by TR Finance, an indirect 100% owned U.S. subsidiary of TRC in order to optimize the Thomson Reuters group capital structure, align revenue generation to indebtedness, and give existing holders of the existing notes the option to receive notes issued by TR Finance with the same financial terms and substantially similar covenants as the applicable series of the existing notes:
 
 
 
$500 million 3.35% Notes due 2026;
 
 
$500 million 5.85% Notes due 2040;
 
 
$119 million 4.50% Notes due 2043;
 
 
$350 million 5.65% Notes due 2043; and
 
 
$400 million 5.50% Debentures due 2035.
 
 
The exchange offers will not have a significant impact on our annual interest expense and will not change our debt maturity profile. Following completion of the exchange offers, we plan to update our base shelf prospectus to reflect the finalized terms of the TR Finance indenture and the guarantee of the TRC notes by the three U.S. subsidiary guarantors.
See the “Subsequent Events” section of this management’s discussion and analysis for additional information.
 
 
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.
 
 
In May 2024, S&P Global Ratings upgraded our long-term debt to BBB+ from BBB.
 
 
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.
 
 
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:
 
   
    
  Year ended December 31,
 (millions of U.S. dollars, except per share amounts)
  
2024
  
2023
 Dividends declared per common share
  
$2.16
   $1.96
 Dividends declared
  
973
   908
 Dividends reinvested
  
(29)
   (21)
 Dividends paid
  
944
   887
 
 
In February 2025, we announced a 10% or $0.22 per share increase in the annualized dividend rate to $2.38 per common share (beginning with the common share dividend that we plan to pay in March 2025). See the “Subsequent Events” section of this management’s discussion and analysis for additional information.
 
 
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Share repurchases - Normal Course Issuer Bid (NCIB).
We buy back shares (and subsequently cancel them) from time to time as part of our capital strategy. Share repurchases are typically executed under a NCIB. On November 1, 2023, we announced that we planned to repurchase up to $1.0 billion of our common shares under a renewed NCIB, which was approved by the TSX and effective on November 1, 2023. Under the renewed NCIB, up to 10 million common shares were permitted to be repurchased between November 3, 2023 and November 2, 2024. In May 2024, we completed our $1.0 billion share repurchase plan.
Details of share repurchases were as follows:
 
   
    
  Year ended December 31,
     
2024
  
2023
 Share repurchases (millions of U.S. dollars)
  
639
   1,079
 Shares repurchased (number in millions)
  
4.1
   8.6
 Share repurchases – average price per share
  
$156.92
   $125.07
 
 
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.
 
 
Return of capital and share consolidation.
In June 2023, we returned approximately $2.0 billion to our shareholders through a return of capital transaction, which was funded from the proceeds of our company’s dispositions of LSEG shares. The transaction consisted of a cash distribution of $4.67 per common share and a share consolidation, or “reverse stock split”, at a ratio of 1
pre-consolidated
share for 0.963957 post-consolidated shares. Shareholders who were subject to income tax in a jurisdiction other than Canada were given the opportunity to
opt-out
of the transaction. The share consolidation was proportional to the cash distribution and the share consolidation ratio was based on the volume weighted-average trading price of the shares on the New York Stock Exchange (NYSE), the stock exchange on which our shares were listed at the time (see the “Subsequent Events” section of this management’s discussion and analysis for additional information) for the five-trading day period immediately preceding June 23, 2023, the effective date for the return of capital transaction. Woodbridge, our principal shareholder, participated in this transaction. As a result of the share consolidation, our company’s outstanding common shares were reduced by 15.8 million common shares.
Financial Position
Our net assets, defined as total assets less total liabilities were $12.0 billion as of December 31, 2024 compared to $11.1 billion as of December 31, 2023. 
As of December 31, 2024, our current assets slightly exceeded our current liabilities by $54 million. Typically, our current liabilities exceed 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 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 may 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
 
   
    
  December 31,  
 (millions of U.S. dollars)
  
2024
  
2023
 Net debt
(1)
  
1,156
   2,207
 Leverage ratio of net debt to adjusted EBITDA:
         
 Adjusted EBITDA
(1)
  
2,779
   2,678
 Net debt/adjusted EBITDA
(1)
  
0.4:1
   0.8:1
 
(1)
Represent
non-IFRS
financial measures. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our
non-IFRS
financial measures to the most directly comparable IFRS financial measures.
For additional information about our liquidity, we provide our leverage ratio of net debt to adjusted EBITDA. Our leverage ratio of net debt to adjusted EBITDA was below our target ratio of 2.5:1. Net debt decreased primarily due to the increase in cash and cash equivalents (refer to the “Cash Flow” section of this management’s discussion and analysis for additional information). As of December 31, 2024, our total debt position (after swaps and excluding the associated unamortized transaction costs and premiums or discounts) was $2.9 billion.
 
 
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The maturity dates for our term debt are well balanced with no significant concentration in any one year. As of December 31, 2024, the average maturity of our term debt of $2.8 billion was approximately eight years at an average interest rate (after swaps) of slightly over 4%, all of which is fixed. We have approximately $1.0 billion coming due in May 2025.
The following table illustrates our expected term debt maturities as of December 31, 2024.
 
 
Financial Risk Management
Our global operations expose us to a variety of financial risks including market risk (primarily currency risk, price risk and interest rate risk), credit risk and liquidity risk. The section entitled “Financial Risk Management” in note 20 of our 2024 annual consolidated financial statements provides a discussion of the material financial risks we believe we are exposed to and our approach to mitigating the potential adverse effects on our financial performance. Under the oversight of our Chief Financial Officer, our centralized corporate treasury group is responsible for our financial risk management strategy and execution and operates under strict guidelines and internal control processes. We strive to minimize the potential adverse economic effects associated with financial risks on our financial performance and to ensure we have sufficient liquidity to fund our operations, reinvest in our business, pay dividends and service our debt obligations.
Most of our business is conducted in U.S. dollars. However, 18% of our 2024 revenues and 35% of our 2024 operating expenses were denominated in currencies other than the U.S. dollar, the most significant of which is the British pound sterling with the balance spread over several currencies, including the Canadian dollar, the Euro, the Brazilian real and the Indian rupee. Changes in foreign exchange rates typically impact the growth in our expenses more than our revenues, because a higher percentage of our expenses are denominated in foreign currency. In 2024, foreign currency had a less than 1% negative impact on our revenue growth and decreased operating expenses by 1% compared to the prior year.
The following charts outline the currency profile of our revenues and operating expenses included in our calculation of adjusted EBITDA for 2024:
 
 
 
To mitigate risk of loss, we monitor the creditworthiness of our customers and have policies and procedures for trade receivables collection and global cash management to ensure adequate liquidity is available to us.
 
 
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We also monitor the financial strength of financial institutions with which we have banking and other commercial relationships, including those that hold our cash and cash equivalents, and those which are counterparties to derivative financial instruments and other arrangements.
Approximately 47% of our cash and cash equivalents as of December 31, 2024 were held by subsidiaries outside the U.S., mostly in Switzerland. We have historically accessed such funds in a tax efficient manner to meet our liquidity requirements and due to our legal entity structure, we continue to expect to have access.
Off-Balance
Sheet Arrangements, Commitments and Contractual Obligations
The following table summarizes our contractual obligations and
off-balance
sheet commitments:
 
 (millions of U.S. dollars)
  
2025
  
2026
  
2027
  
2028
  
2029
  
Thereafter
  
Total
 Notes/debentures
(1)
   973    500    -    -    -    1,369    2,842
 Interest payable
(1)
   104    84    76    76    76    791    1,207
 Debt-related hedges outflows
(2)
   1,011    -    -    -    -    -    1,011
 Debt-related hedges inflows
(1)
   (984)    -    -    -    -    -    (984)
 Lease obligations
(3)
   74    61    47    37    31    127    377
 Unconditional purchase obligations
   479    267    92    34    7    4    883
 Defined benefit obligations
   33    -    -    -    -    -    33
 Total
   1,690    912    215    147    114    2,291    5,369
 
(1)
Represents contractual cash flows calculated using spot foreign exchange rates as of December 31, 2024.
 
(2)
Represents contractual U.S. dollar cash flows.
 
(3)
Includes leases with a term of 12 months or less, certain
low-value
assets and lease commitments that have not commenced, all of which are not recognized in the consolidated statement of financial position.
 
 
We provide further information about certain of our obligations below:
 
 
Subsidiary guarantees
– For certain property leases, banking arrangements and commercial contracts, we guarantee the obligations of some of our subsidiaries. We also guarantee borrowings by our subsidiaries under our credit agreement.
 
 
Guarantees
- See the “Contingencies” section below for information on guarantees and other credit support provided by our company to 3 Times Square Associates LLC (3XSQ Associates) in connection with a loan facility.
 
 
Unconditional purchase obligations
– We have various obligations for materials, supplies, outsourcing and other services contracted in the ordinary course of business. In the table above, certain commitments have been estimated over the contractual period.
 
 
Defined benefit obligations
– We sponsor defined benefit plans that provide pension and other post-employment benefits to covered employees. As of December 31, 2024, the fair value of plan assets for our material funded pension plans was 91% of the plan obligations. In 2024, we contributed $35 million to our material defined benefit plans. In 2025, we expect to contribute approximately $33 million to our material defined benefit plans, of which $6 million will be in accordance with the normal funding policy of funded plans and $27 million will be for claims expected to arise under unfunded and retiree medical plans.
 
 
The amount and timing of any future required contributions to pension plans could differ significantly from our estimates as of December 31, 2024. We cannot estimate contributions beyond 2025 because they depend on future economic conditions, plan performance and potential future government legislation. For certain plans, the trustees have the right to call for special valuations, which could subsequently result in us having to make an unexpected contribution. Additionally, from time to time, we may elect to make voluntary contributions to improve the funded status of the plans.
 
 
Disposition contingencies
– In certain disposition agreements, including as described in the “Uncertain Tax Positions” section below, we guarantee indemnification obligations of our subsidiary that sold the business or assets. We believe that based upon current facts and circumstances, additional payments in connection with these transactions would not have a material adverse impact on our financial condition taken as a whole.
Other than as described above, we do not engage in
off-balance
sheet financing arrangements and we do not have any interests in unconsolidated special-purpose or structured finance entities.
 
 
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Contingencies
Lawsuits and Legal Claims
We are engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, employment matters, commercial matters, privacy and data protection matters, defamation matters and intellectual property infringement matters. The outcome of all the matters against us is subject to future resolution, including uncertainties of litigation. Litigation outcomes are difficult to predict with certainty due to various factors, including but not limited to: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories and procedures and their resolution by the courts, at both trial and appellate levels; and the unpredictable nature of opposing parties. Based on information currently known to us and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on our financial condition taken as a whole.
Uncertain Tax Positions
We are subject to taxation in numerous jurisdictions and we are routinely under audit by many different taxing authorities in the ordinary course of business. There are many transactions and calculations during the course of business for which the ultimate tax determination is uncertain, as taxing authorities may challenge some of our positions and propose adjustments or changes to our tax filings.
As a result, we maintain provisions for uncertain tax positions that we believe appropriately reflect our risk. These provisions are made using our best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, we perform an expected value calculation to determine our provisions. We review the adequacy of these provisions at the end of each reporting period and adjust them based on changing facts and circumstances. Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from our provisions. However, based on currently enacted legislation, information currently known to us and after consultation with outside tax advisors, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on our financial condition taken as a whole.
Prior to December 31, 2023, we paid $430 million of tax as required under notices of assessment issued by the U.K. tax authority, HM Revenue & Customs (HMRC), under the Diverted Profits Tax (DPT) regime that collectively related to the 2015, 2016, 2017 and 2018 taxation years of certain of our current and former U.K. affiliates. We do not believe these current and former U.K. affiliates fall within the scope of the DPT regime. Because we believe our position is supported by the weight of law, we intend to vigorously defend our position and will continue contesting these assessments through all available administrative and judicial remedies. As the assessments largely relate to businesses that we have sold, the majority are subject to indemnity arrangements under which we have been required to pay additional taxes to HMRC or the indemnity counterparty.
We do not believe that the resolution of these matters will have a material adverse effect on our financial condition taken as a whole. Payments made by us are not a reflection of our view on the merits of the case. As we expect to receive refunds of substantially all of the aggregate of amounts paid pursuant to these notices of assessment, we have recorded substantially all of these payments as
non-current
receivables from HMRC or the indemnity counterparty, in our financial statements.
Guarantees
We have an investment in 3XSQ Associates, an entity jointly owned by a subsidiary of our company and Rudin Times Square Associates LLC (Rudin), that owns and operates the 3 Times Square office building (the building) in New York, New York. In June 2022, 3XSQ Associates obtained a $415 million,
3-year
term loan facility to refinance existing debt, fund the building’s redevelopment, and cover interest and operating costs during the redevelopment period. The building is pledged as loan collateral. We and Rudin each guarantee 50% of (i) certain principal loan amounts and (ii) interest and operating costs. We and Rudin also jointly and severally guarantee (i) completion of commenced works and (ii) lender losses arising from disallowed acts, environmental or otherwise. To minimize economic exposure to 50% for the joint and several obligations, we and a parent entity of Rudin entered into a cross-indemnification arrangement. We believe the value of the building is expected to be sufficient to cover obligations that could arise from the guarantees. The guarantees do not impact our ability to borrow funds under our $2.0 billion syndicated credit facility or the related covenant calculation. We expect the 3 year term loan facility to be refinanced in June 2025, which may require a capital contribution by us.
For additional information, please see the “Risk Factors” section of this annual report, which contains further information on risks related to legal and tax matters.
 
 
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Outlook
The information in this section is forward-looking and should be read in conjunction with the section entitled “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results”.
Trends
Technology and societal forces continue to drive the digital transformation of the Legal, Tax & Accounting, and Risk & Fraud ecosystems in which we operate. Our customers – professionals in law firms, accounting firms, government agencies and corporations – must continually improve efficiency and demonstrate the value of their service to their clients. Increasingly, AI is streamlining the workflows of the professionals we serve by enabling the rapid analysis of vast quantities of documents and data, automating routine tasks, facilitating sophisticated contract analysis and predicting financial outcomes. The application of AI to the workflows of the professionals we serve enables them to focus on more complex services for their customers. Further, virtual and hybrid work has become commonplace, making digital workflows a necessity. Consumer digital experience continues to influence the expectations of professionals in their work environments. These factors continue to drive demand for content-enabled, cloud-based solutions that are powered by AI.
While the pace of technology adoption varies, the overall trend towards cloud and AI enabled automation is consistent across our “Big 3” customer segments. The following forces are driving changes in our customer segments:
 
 
Legal Professionals:
 Law firms continue to need technology to drive efficiency and competitive advantage, and to provide clients with modern, digitally enabled client service. Generative AI is increasingly leveraged in areas such as legal research and contract drafting, with potential to transform not just legal workflows but law firm business models and operating structures. Demand for digital collaboration tools among lawyers within firms, as well as with their clients, remains high. Demand for fraud prevention, detection and investigative solutions continues to grow across government and corporate customers, with generative AI enabling new fraud patterns such as deep fakes. Technology solutions, enabled by public and proprietary information, are increasingly being used to manage risks, adhere to regulations, minimize fraud, provide greater access to justice via virtual courts and to maintain global security.
 
 
Corporates:
 Tax & Trade departments are under sustained pressure to operate efficiently and respond swiftly to changing regulations. They continue to invest in digital solutions reflecting governments’ increased focus on tax compliance and law enforcement, and in response to the introduction of digital tax reporting requirements, electronic invoicing mandates, and evolving Environmental, Social and Governance (ESG) regulations. Similarly, corporate legal departments are embracing technology to enhance productivity and demonstrate value and impact to the corporations they serve, driving demand for automation that is powered by AI.
 
 
Tax
 & Accounting Professionals:
 Talent shortages and growing client expectations for digital engagement are driving demand for higher levels of automation in the accounting profession. AI tools are rapidly maturing to enable automation of routine elements of tax filings and audits, with the potential to enhance productivity and accuracy. Remaining legacy
on-premises
tax, audit, accounting, and practice management systems are gradually being replaced by cloud-based offerings.
Relative to our
Reuters News
business, the media sector continues to transform, with the traditional news agency market under pressure due to audiences’ shift to digital and streaming services. Traditional news content has found new uses in the licensing of content for the training of AI foundation models, and the industry is exploring new means of consuming news through various AI agents. In the Professional sector, digital advertising and sponsorships revenues will continue to be exposed to discretionary spend shifts over the business cycle.
We continue to expect revenue declines in our
Global Print
business as customers migrate to online delivery, which has been compounded by the influence of the virtual and hybrid work environment.
The opportunity created by technology in the professional markets we serve continues to attract significant capital and entrepreneurial talent, creating a highly competitive environment. The increasing opportunities created by AI have elevated the competitive environment. Our traditional competitors are investing to provide new value to customers, as well as acquiring businesses to add new capabilities. More narrowly focused technology companies, including private companies often funded by private equity or
start-ups
funded by venture capital, are all investing heavily to pursue growth opportunities in our market segments. Large horizontal business systems vendors as well as some smaller vendors provide similar solutions to certain of our offerings. Professional service firms such as the Global 7 accounting firms, who have traditionally been our customers as well as our
go-to-market
partners, are developing their own competitive technology solutions.
Start-ups
continue to produce attractive innovations using the latest technologies. In the global news market segment, audiences are fragmenting across platforms while news consumption is shifting to on demand, social, and mobile formats, with emerging news consumption via AI agents. While competition continues to be intense and dynamic, we believe that our strengths, high quality content, deep domain expertise, technology expertise and strong customer relationships will allow us to continue to serve the needs of our customers.
 
 
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Priorities
We strive to be a leading content-driven technology company that empowers professionals to navigate legal, tax, accounting, compliance, government, and media environments. In 2024, we accelerated our progress on delivering generative
AI-powered
solutions, including rapidly evolving our CoCounsel AI Assistant, acquiring Materia to target agentic AI use cases in the Tax & Accounting market, and working on proprietary legal AI models in TR Labs.
The rapid pace of innovation in AI has sparked a major wave of transformation across multiple industries, including the ones we serve. As a leading content-driven technology company, we are in a prime position to combine these new technologies with our existing strengths to serve our customers in new and innovative ways. This guides our key priorities for 2025, which include:
 
 
Continue evolving our transformative AI capabilities through ongoing product innovation and enhancements to our flagship products
 
Continue to roll out our AI assistant, CoCounsel, across our customer base
 
Maintain and build on our deep domain expertise and comprehensive collection of richly enhanced data and content
 
Further enhance our
go-to-market
model, including a focus on customer success and retention
 
Extend our channel partnerships to integrate our products and services into broader ecosystems
 
Ongoing expansion of our international offerings
 
Accelerate our pace of execution to move fast and win in a competitive market; and
 
Leverage our significant capital capacity to fund organic investment and execute a balanced capital allocation approach including annual dividend growth, strategic acquisitions, and shareholder returns.
Financial Outlook
The following table sets forth our 2025 outlook and our full-year 2024 actual results, which includes
non-IFRS
financial measures. Our outlook assumes constant currency rates relative to 2024 and incorporates our January 2025 SafeSend acquisition and the December 2024 divestitures of FindLaw and other
non-core
businesses but excludes the impact of any future acquisitions or dispositions that may occur during the remainder of the year.
We believe this type of guidance provides useful insight into the anticipated performance of our business.
We continue to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth and an evolving interest rate and inflationary backdrop. Any worsening of the global economic or business environment, among other factors, could impact our ability to achieve our outlook.
 
 Total Thomson Reuters
  
2024 Actual
  
2025 Outlook
 Revenue growth
Organic revenue growth
(1)
   7%
7%
   3.0% – 3.5%
(2)

7.0% – 7.5%
 Adjusted EBITDA margin
(1)
   38.2%    ~39%
 Corporate costs
   $105 million    $120 – $130 million
 Free cash flow
(1)
   $1.8 billion    ~$1.9 billion
 Accrued capital expenditures as a percentage of revenues
(1)
   8.4%    ~8%
 Depreciation and amortization of computer software
Depreciation and amortization of internally developed software
 Amortization of acquired software
   $731 million
$584 million
$147 million
   $835 – $855 million
$635 – $655 million
~$200 million
 Interest expense
   $125 million    ~$150 million
 Effective tax rate on adjusted earnings
(1)
   17.6%    ~19%
 “Big 3” Segments
(1)
  
2024 Actual
  
2025 Outlook
 Revenue growth
Organic revenue growth
   8%
9%
   ~4%
~9%
 Adjusted EBITDA margin
   42.1%    ~43%
 
(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)
Total revenue growth reflects the impact of the divestitures of FindLaw and other
non-core
businesses in December 2024.
 
 
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For the first quarter of 2025, we expect total company:
 
 
Organic revenue growth to be in the range of 5% to 6%; and
 
Adjusted EBITDA margin to be approximately 40%.
2026 Financial Framework
For 2026, we target an organic revenue growth range of 7.5% - 8.0%, driven by approximately 9.5% growth for the “Big 3” segments. We target adjusted EBITDA margin expansion by at least 50bp. We anticipate accrued capital expenditures as a percentage of revenues to be approximately 8%, free cash flow to range from $2.0 - $2.1 billion and effective tax rate on adjusted earnings to be approximately 19%.
This financial framework assumes constant currency rates relative to 2024 and incorporates our January 2025 SafeSend acquisition but excludes the impact of any future acquisitions or dispositions that may occur during this time horizon.
The following table summarizes our material assumptions and risks that may cause actual performance to differ from our expectations underlying our 2025 financial outlook and 2026 financial framework.
 
 
Revenues
Material assumptions
  
Material risks
  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 and macroeconomic uncertainty continue to impact the global economy. The severity and duration of this uncertainty could lead to lower demand for our products and services (beyond our assumption that these disruptions will cause periods of volatility)
  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
 
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% of revenues in 2025 and 2026
  
  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
 
 
 
 
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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 2024 does not significantly change in 2025 or 2026
  Minimal changes in currently enacted tax laws and treaties within the jurisdictions where we operate
  No significant charges or benefits from the finalization of prior tax years
  Depreciation and amortization of internally developed computer software of $835 - $855 million in 2025
  Interest expense of approximately $150 million in 2025
 
 
  
  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 and financial framework contain various
non-IFRS
financial measures. We believe that providing reconciliations of forward-looking
non-IFRS
financial measures in our outlook and financial framework would be potentially misleading and not practical due to the difficulty of projecting items that are not reflective of ongoing operations in any future period. The magnitude of these items may be significant. Consequently, for purposes of our outlook and financial framework only, we are unable to reconcile these measures to the most comparable IFRS measures because we cannot predict, with reasonable certainty, the impact of changes in foreign exchange rates which impact (i) the translation of our results reported at average foreign currency rates for the year and (ii) other finance income or expense related to intercompany financing arrangements. Additionally, we cannot reasonably predict the occurrence or amount of other operating gains and losses, which generally arise from business transactions we do not currently anticipate.
Related Party Transactions
As of March 3, 2025, our principal shareholder, Woodbridge (together with its affiliates), beneficially owned approximately 70% of our common shares.
Transactions with Woodbridge
From time to time, in the normal course of business, we enter into transactions with Woodbridge and certain of its affiliates. These transactions involve providing and receiving product and service offerings and are not material to our results of operations or financial condition either individually or in the aggregate.
In 2023, we sold two wholly owned Canadian subsidiaries to a company affiliated with Woodbridge for $42 million. The subsidiaries’ assets consisted of accumulated tax losses that management did not expect to utilize against future taxable income prior to their expiry. As such, no tax benefit for the losses had been recognized in the consolidated financial statements. Under Canadian law, certain losses may only be transferred to related companies, such as those affiliated with Woodbridge. The proceeds were recorded as gains within “Other operating gains, net” in the consolidated income statement. For each of these transactions, the board of directors’ Corporate Governance Committee obtained an independent fairness opinion. We utilized each independent fairness opinion to determine that the negotiated price between our company and Woodbridge was reasonable. After reviewing these matters, the Corporate Governance Committee approved these transactions. Directors who were not considered independent because of their positions with Woodbridge refrained from deliberating and voting on the matters at the committee meetings.
Transactions with YPL
In 2024 and 2023, we received $1.8 billion and $5.3 billion, respectively, of dividends from YPL related to the sale of our indirectly owned LSEG shares.
See the “Executive Summary – Acquisitions and Dispositions” section of this management’s discussion and analysis for additional information regarding the above transactions. 
Transactions with 3XSQ Associates
In 2024, we contributed $10 million in cash pursuant to a capital call. In 2024 and 2023, we paid $4 million and $5 million, respectively, of rent to 3XSQ Associates for office space in the 3 Times Square building in New York, New York related to a lease through December 2028.
Transactions with Elite
In June 2023, we sold a majority interest in our Elite business to TPG and retained a 19.9% minority interest with board representation. To facilitate the separation, we provided certain operational services to Elite, including technology and administrative services, through May 2024. In 2024 and 2023, we recorded $2 million and $8 million, respectively, as a contra-expense against the costs associated with these services.
 
 
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As of December 31, 2024, there were no balances outstanding between our company and Elite. As of December 31, 2023, the consolidated statement of financial position included a receivable from Elite of $39 million and a payable to Elite of $12 million.
Transactions with other associates
From time to time, we enter into transactions with other associates. These transactions typically involve providing or receiving services in the normal course of business and are not material to our company’s results of operations or financial condition either individually or in the aggregate.
Compensation of key management personnel
Key management personnel compensation, including directors, was as follows:
 
     
 Year ended December 31, 
 
 (millions of U.S. dollars)
  
2024
    
2023
 
 Salaries and other benefits
  
 
25
 
     23  
 Share-based payments
  
 
19
 
     17  
 Total compensation
  
 
44
 
     40  
Key management personnel are comprised of our company’s directors and executive officers.
Subsequent Events
Acquisition
In January 2025, we acquired cPaperless, LLC, doing business as SafeSend (SafeSend), for $600 million in cash. SafeSend is a U.S. based cloud-native provider of technology for tax and accounting professionals. SafeSend automates the “last-mile” of the tax return, including assembly, review, taxpayer
e-signature,
and delivery. This business will be substantially reported in the Tax & Accounting Professionals segment. We are in the process of allocating the purchase consideration to the assets and liabilities assumed for accounting purposes.
2025 Dividends
In February 2025, we announced a 10% or $0.22 per share increase in the annualized dividend to $2.38 per common share, which was approved by our board of directors. A quarterly dividend of $0.595 per share will be paid on March 10, 2025 to shareholders of record as of February 20, 2025.
Debt exchange offers
On February 11, 2025, we commenced offers to exchange all the notes of TRC listed below for new notes issued by TR Finance in order to optimize the Thomson Reuters group capital structure, align revenue generation to indebtedness, and give existing holders of the existing notes the option to receive notes issued by TR Finance with the same financial terms and substantially similar covenants as the applicable series of the existing notes:
 
 
$500 million 3.35% Notes due 2026;
 
$500 million 5.85% Notes due 2040;
 
$119 million 4.50% Notes due 2043;
 
$350 million 5.65% Notes due 2043; and
 
$400 million 5.50% Debentures due 2035.
The notes to be issued by TR Finance have the same interest rate, interest payment dates and maturity date, and the economic terms of the optional redemption provisions are the same, as the above notes of TRC. The new notes will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest by TRC as well as West Publishing Corporation, Thomson Reuters Applications Inc. and Thomson Reuters (Tax & Accounting) Inc., each of which is an indirect 100% owned U.S. subsidiary of TRC. In addition, on or about the settlement date of the exchange offers, the three U.S. subsidiary guarantors will also guarantee the remaining TRC notes on the same basis that TRC and the three U.S. subsidiary guarantors will guarantee the TR Finance notes upon closing of the exchange offers.
In connection with the exchange offers, we are also soliciting consents from holders of the TRC notes to amend the TRC indenture and the applicable supplemental indentures governing the TRC notes, including certain covenants and related definitions, to modify or eliminate certain reporting requirements, restrictive covenants and events of default. In order for these proposed amendments to be adopted with respect to a series of TRC notes, holders of not less than a majority of the aggregate principal amount of the outstanding TRC notes of that series must consent. By tendering TRC notes for exchange pursuant to the exchange offers, holders will be deemed to have validly delivered their consent to the proposed amendments with respect to that specific series.
 
 
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The exchange offers commenced on February 11, 2025 and will expire on March 17, 2025.
NYSE listing transferred to Nasdaq
In February 2025, we announced that we voluntarily transferred our U.S. stock exchange listing to the Nasdaq from the NYSE effective February 25, 2025. We continue to trade under the symbol “TRI”. We ceased trading on the NYSE effective February 24, 2025.
Changes in Accounting Policies
We had no significant changes to our accounting policies for the year ended December 31, 2024.
Accounting pronouncements effective in future periods
IAS 21,
The Effect of Changes in Foreign Exchange Rates
In August 2023, the IASB issued amendments to IAS 21, which provide guidance on the determination of an exchange rate to translate transactions and financial statements denominated or presented in a currency that is not exchangeable into another currency. The amendments are effective for reporting periods beginning January 1, 2025. There will be no material impact from the adoption of these amendments on our financial statements.
IFRS 18,
Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which will replace IAS 1,
 Presentation of Financial Statements
, and is effective for reporting periods beginning January 1, 2027. IFRS 18 will change the presentation of our financial statements and add new disclosure requirements. Specifically, the new standard requires:
 
 
The consolidated income statement to be structured according to operating, investing and financing categories, and include additional subtotals for “Operating Profit” and “Profit Before Financing and Income Taxes”;
 
Management-defined performance measurements (MPM’s), which represent certain of our
non-IFRS
measures, to be identified, defined, and have an explanation why each one is useful. Each MPM must be reconciled to the most directly comparable IFRS subtotal. All disclosures related to MPM’s must be disclosed in a single footnote within the consolidated financial statements; and
 
The application of enhanced guidance related to the grouping of financial information associated with amounts presented within the financial statements, otherwise known as aggregation or disaggregation.
We are assessing the impact of IFRS 18 on our disclosures. 
Amendments to IAS 7,
Statement of Cash Flows
The amendments were issued to align the presentation of the statement of cash flows, as prepared under the indirect method, to the changes prescribed to the income statement under IFRS 18.
Both IFRS 18 and the amendments to IAS 7 are disclosure related and do not impact our results of operations, financial condition, or cash flows.
Amendments to IFRS 9 and IFRS 7,
Amendments to the Classification and Measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9,
Financial Instruments
and IFRS 7,
Financial Instruments: Disclosures
. The amendments introduce:
 
 
An election permitting derecognition of financial liabilities that are settled through an electronic payment system before the actual settlement date, if certain conditions are met; and
 
Expanded disclosures for (a) investments in equity instruments and (b) financial liabilities that have features unrelated to basic lending risks, such as achieving sustainability targets, that could affect the cash flows of those liabilities.
The amendments are effective for reporting periods beginning on January 1, 2026. We are assessing the impact of the amendments on our financial statements and disclosures.
Other pronouncements issued by the IASB and International Financial Reporting Interpretations Committee (IFRIC) are not applicable or consequential to our company.
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. Refer to Appendix D of this management’s discussion and analysis for additional information on our critical accounting estimates and judgments.
 
 
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Additional Information
Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in applicable U.S. and Canadian securities law) as of the end of the period covered by this management’s discussion and analysis, have concluded that our disclosure controls and procedures were effective to ensure that all information that we are required to disclose in reports that we file or furnish under the U.S. Securities Exchange Act and applicable Canadian securities law is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and Canadian securities regulatory authorities and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
There was no change in our internal control over financial reporting during 2024 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 and based on that assessment determined that our internal control over financial reporting was effective. Refer to our 2024 annual consolidated financial statements for our management’s report on internal control over financial reporting.
Share Capital
As of March 3, 2025, we had outstanding 450,096,872 common shares, 6,000,000 Series II preference shares, 1,182,896 stock options and a total of 1,345,562 time-based restricted share units and performance restricted share units. We have also issued a Thomson Reuters Founders Share which enables Thomson Reuters Founders Share Company to exercise extraordinary voting power to safeguard the Thomson Reuters Trust Principles.
Public Securities Filings and Regulatory Announcements
You may access other information about our company, including our 2024 annual report (which contains information required in an annual information form) and our other disclosure documents, reports, statements or other information that we file with the Canadian securities regulatory authorities through SEDAR+ at
sedarplus.ca
and in the United States with the Securities and Exchange Commission (SEC) at
sec.gov
.
Cautionary Note Concerning Factors That May Affect Future Results
Certain statements in this management’s discussion and analysis are forward-looking, including, but not limited to, our 2025 business outlook, the 2026 financial framework, and discussion of anticipated trends, as well as statements regarding 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 refunds on amounts paid to HMRC, other expectations regarding the Company’s recent SafeSend acquisition as well as its strategic priorities, initiatives, opportunities and with regard to its liquidity and capital resources, and statements about the estimated future growth of the market segments in which Thomson Reuters’ businesses operates. 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.
 
 
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Table of Contents
Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this management’s discussion and analysis include, but are not limited to, actions of competitors; uncertainty, downturns and changes in the markets that the Company serves; failure of AI initiatives to enhance products or meet customer expectations; failure to keep pace with technological developments to provide new products, services, applications and functionalities to meet customers’ needs, attract new customers and retain existing ones, or expand into new geographic markets and identify areas of higher growth; failure to derive fully the anticipated benefits from existing or future acquisitions, dispositions or other strategic investments, including joint ventures and investments; failure to protect the brands and reputation of Thomson Reuters; social and ethical issues from the use of new and evolving technologies in our products and services; risks related to cybersecurity threats and incidents for us and our third-party providers; dependency on cloud providers, local data centers, software-as-a-service providers and other third parties for services; failure to attract, engage and retain the right management, key employees and skills to the organization; failure to adapt to organizational changes and effectively implement strategic initiatives; failure to meet the challenges involved in operating globally, including risks associated with persisting geopolitical tensions and ongoing protectionism measures (including the potential imposition of new tariffs as well as related retaliatory measures); dependency on third parties for data, information and other services; changes to law and regulations related to privacy, data security, data protection, the use of AI, and other areas; inadequate protection of intellectual property rights; tax matters, including changes to tax laws, regulations and treaties; threat of legal actions and claims; risk of antitrust/competition-related claims or investigations; failure to maintain a high renewal rate for recurring, subscription-based services; fluctuations in foreign currency exchange and interest rates; downgrading of credit ratings and adverse conditions in the credit markets; the effect of factors outside of the control of Thomson Reuters on funding obligations in respect of pension and post-retirement benefit arrangements; impairment of goodwill and other identifiable intangible assets; actions or potential actions that could be taken by the Company’s principal shareholder (Woodbridge); and the ability of Thomson Reuters Founders Share Company to affect the Company’s governance and management. Additional factors are discussed in the “Risk Factors” and “Financial Outlook” sections of the 2024 annual report and in materials that we from time to time file with, or furnish to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission.
Our company’s 2025 business outlook and 2026 financial framework are 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.
Our company has provided a 2025 business outlook and updated its 2026 financial framework for the purpose of presenting information about current expectations for the periods presented. This information may not be appropriate for other purposes. You are cautioned not to place undue reliance on forward-looking statements which reflect expectations only as of the date of this management’s discussion and analysis.
Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.
 
 
Thomson Reuters Annual Report 2024
   Page 59

Table of Contents
Appendix A
Non-IFRS
Financial Measures
We use
non-IFRS
financial measures, which include ratios that incorporate one or more
non-IFRS
financial measures, as supplemental indicators of our operating performance and financial position as well as for internal planning purposes, our management incentive programs and our business outlook. These measures do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies.
The following table sets forth our
non-IFRS
financial measures including an explanation of why we believe they are useful measures of our performance. Reconciliations to the most directly comparable IFRS measure are reflected in Appendices B and C 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
 
 
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Table of Contents
 How We Define It
  
Why We Use It and Why It Is Useful to
Investors
  
Most Directly Comparable
IFRS Measure
Adjusted earnings and adjusted EPS
Net earnings or loss including dividends declared on preference shares but excluding the
post-tax
impacts of fair value adjustments, including those related to acquired deferred revenue, amortization of acquired intangible assets (attributable to other identifiable intangible assets and acquired computer software), other operating gains and losses, certain asset impairment charges, other finance costs or income, our share of
post-tax
earnings or losses in equity method investments, discontinued operations and other items affecting comparability. Acquired intangible assets contribute to the generation of revenues from acquired companies, which are included in our computation of adjusted earnings.
 
The
post-tax
amount of each item is excluded from adjusted earnings based on the specific tax rules and tax rates associated with the nature and jurisdiction of each item.
 
Adjusted EPS is calculated from adjusted earnings using diluted weighted-average shares and does not represent actual earnings or loss per share attributable to shareholders.
  
Provides a more comparable basis to analyze earnings.
 
These measures are commonly used by shareholders to measure performance.
   Net earnings and diluted EPS
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 benefit (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.
   Our effective tax rate computed in accordance with IFRS may be more volatile by quarter because the geographical mix of
pre-tax
profits and losses in interim periods may be different from that for the full year. Therefore, we believe that using the expected full-year effective tax rate provides more comparability among interim periods.
    
 
 
Thomson Reuters Annual Report 2024
   Page 61

Table of Contents
 How We Define It
  
Why We Use It and Why It Is Useful to
Investors
  
Most Directly Comparable
IFRS Measure
Net debt and leverage ratio of net debt to adjusted EBITDA
Net debt:
Total indebtedness (excluding the associated unamortized transaction costs and premiums or discount) plus the currency related fair value of associated hedging instruments, and lease liabilities less cash and cash equivalents.
  
Provides a commonly used measure of a company’s leverage.
 
Given that we hedge some of our debt to reduce risk, we include hedging instruments as we believe it provides a better measure of the total obligation associated with our outstanding debt. However, because we intend to hold our debt and related hedges to maturity, we do not consider the interest components of the associated fair value of hedges in our measurements. We reduce gross indebtedness by cash and cash equivalents.
   Total debt (current indebtedness plus long-term indebtedness)
Net debt to adjusted EBITDA:
Net debt is divided by adjusted EBITDA for the previous twelve-month period ending with the current fiscal quarter.
   Provides a commonly used measure of a company’s ability to pay its debt. Our
non-IFRS
measure is aligned with the calculation of our internal target and is more conservative than the maximum ratio allowed under the contractual covenants in our credit facility.
   For adjusted EBITDA, refer to the definition above for the most directly comparable IFRS measure
Free cash flow
Net cash provided by operating activities and other investing activities, less capital expenditures, payments of lease principal and dividends paid on our preference shares.
   Helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common dividends and fund share repurchases and acquisitions.    Net cash provided by operating activities
Return on invested capital (ROIC)
Adjusted operating profit (operating profit excluding amortization of acquired intangible assets attributable to other identifiable intangible assets and acquired computer software, other operating gains and losses, and fair value adjustments) less net taxes paid expressed as a percentage of the average adjusted invested capital during the period.
   Provides a measure of how efficiently we allocate resources to profitable activities and is indicative of our ability to create value for our shareholders.    IFRS does not require a measure comparable to ROIC. Refer to our calculation of ROIC in Appendix C for a reconciliation of the components in the calculation to the most directly comparable IFRS measure.
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.
 
 
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Table of Contents
 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.
   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
   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.
     
“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 comprised 82% of revenues in 2024 and represent the core of our business information service product offerings.   
Revenues
Earnings from continuing operations
 
 
Thomson Reuters Annual Report 2024
   Page 63

Table of Contents
Appendix B
This appendix provides reconciliations of certain
non-IFRS
financial measures to the most directly comparable IFRS measures that are not presented elsewhere in this management’s discussion and analysis.
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 December 31, 
   
Year ended December 31, 
 
 (millions of U.S. dollars, except margins)
 
  2024
   
  2023
   
  2024
   
  2023
 
 Earnings from continuing operations
 
 
607
 
    650    
 
2,192
 
    2,646  
 Adjustments to remove:
       
 Tax expense (benefit)
 
 
135
 
    20    
 
(123)
 
    417  
 Other finance (income) costs
 
 
(53)
 
    117    
 
(45)
 
    192  
 Net interest expense
 
 
28
 
    31    
 
125
 
    152  
 Amortization of other identifiable intangible assets
 
 
22
 
    25    
 
91
 
    97  
 Amortization of computer software
 
 
160
 
    135    
 
618
 
    512  
 Depreciation
 
 
26
 
    29    
 
113
 
    116  
 EBITDA
 
 
925
 
    1,007    
 
2,971
 
    4,132  
 Adjustments to remove:
       
 Share of
post-tax
losses (earnings) in equity method investments
 
 
5
 
    (260)    
 
(40)
 
    (1,075)  
 Other operating gains, net
 
 
(204)
 
    (44)    
 
(144)
 
    (397)  
 Fair value adjustments
(1)
 
 
(8)
 
    4    
 
(8)
 
    18  
 Adjusted EBITDA
 
 
718
 
    707    
 
2,779
 
    2,678  
 Deduct: Accrued capital expenditures
 
 
(172)
 
    (153)    
 
(609)
 
    (532)  
 Adjusted EBITDA less accrued capital expenditures
 
 
546
 
    554    
 
2,170
 
    2,146  
 Adjusted EBITDA margin
 
 
37.6%
 
    38.9%    
 
38.2%
 
    39.3%  
 Adjusted EBITDA less accrued capital expenditures margin
 
 
28.6%
 
    30.5%    
 
29.9%
 
    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 December 31, 
    
Year ended December 31, 
 
 (millions of U.S. dollars)
  
  2024
    
  2023
    
  2024
    
  2023
 
 Capital expenditures
  
 
161
 
     132     
 
607
 
     544  
 Remove: IFRS adjustment to cash basis
  
 
11
 
     21     
 
2
 
     (12)  
 Accrued capital expenditures
  
 
172
 
     153     
 
609
 
     532  
 Accrued capital expenditures as a percentage of revenues
  
 
n/a
 
     n/a     
 
8.4%
 
     7.8%  
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
Reconciliation of Net Earnings to Adjusted Earnings and Adjusted EPS
 
    
Three months ended December 31, 
    
Year ended December 31, 
 
 (millions of U.S. dollars, except per share

 amounts and share data)
 
  2024
   
  2023
    
  2024
    
  2023
 
 Net earnings
 
 
587
 
    678     
 
2,207
 
     2,695  
 Adjustments to remove:
         
 Fair value adjustments
(1)
 
 
(8)
 
    4     
 
(8)
 
     18  
 Amortization of acquired computer software
 
 
38
 
    24     
 
147
 
     72  
 Amortization of other identifiable intangible assets
 
 
22
 
    25     
 
91
 
     97  
 Other operating gains, net
 
 
(204)
 
    (44)     
 
(144)
 
     (397)  
 Interest benefit impacting comparability
(2)(3)
 
 
-
 
    -     
 
-
 
     (12)  
 Other finance (income) costs
 
 
(53)
 
    117     
 
(45)
 
     192  
 Share of
post-tax
losses (earnings) in equity method investments
 
 
5
 
    (260)     
 
(40)
 
     (1,075)  
 Tax on above items
(3)
 
 
36
 
    38     
 
(9)
 
     265  
 Tax items impacting comparability
(2)(3)
 
 
5
 
    (108)     
 
(478)
 
     (172)  
 Loss (earnings) loss from discontinued operations, net of tax
 
 
20
 
    (28)     
 
(15)
 
     (49)  
 Interim period effective tax rate normalization
(3)
 
 
7
 
    1     
 
-
 
     -  
 Dividends declared on preference shares
 
 
(1)
 
    (1)     
 
(5)
 
     (5)  
 Adjusted earnings
(4)
 
 
454
 
    446     
 
1,701
 
     1,629  
 Adjusted EPS
(4)
 
 
$1.01
 
    $0.98     
 
$3.77
 
     $3.51  
 Diluted weighted-average common shares (millions)
 
 
450.6
 
    455.2     
 
451.2
 
     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)
In 2023, relates to the release of tax and interest reserves due to the expiration of statutes of limitation.
(3)
See the “Results of Operations -Tax (benefit) 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 year ended December 31, 2024, was not material.
Reconciliation of Full-year Effective Tax Rate on Adjusted Earnings
 
     
Year ended December 31, 
 
 (millions of U.S. dollars, except percentages)
  
  2024
    
  2023
 
 Adjusted earnings
  
 
1,701
 
  
 
1,629
 
 Plus: Dividends declared on preference shares      5        5  
 Plus: Tax expense on adjusted earnings      364        324  
 Pre-tax
adjusted earnings
  
 
2,070
 
  
 
1,958
 
 IFRS tax (benefit) expense
  
 
(123)
 
  
 
417
 
 Remove tax related to:      
 Amortization of acquired computer software
     33        17  
 Amortization of other identifiable intangible assets
     22        22  
 Share of
post-tax
earnings in equity method investments
     (7)        (253)  
 Other finance (income) costs
     19        31  
 Other operating gains, net
     (56)        (81)  
 Other items
     (2)        (1)  
Subtotal - Remove tax benefit (expense) on
pre-tax
items removed from adjusted earnings
     9        (265)  
 Remove: Tax items impacting comparability      478        172  
 Total - Remove all items impacting comparability      487        (93)  
 Tax expense on adjusted earnings
  
 
364
 
  
 
324
 
 Effective tax rate on adjusted earnings
  
 
17.6%
 
  
 
16.5%
 
 
 
Thomson Reuters Annual Report 2024
   Page 65

Table of Contents
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
 
     
Three months ended December 31, 
    
Year ended December 31, 
 
 (millions of U.S. dollars)
  
  2024
    
  2023
    
  2024
    
  2023
 
 Net cash provided by operating activities
  
 
564
 
     705     
 
2,457
 
     2,341  
 Capital expenditures
  
 
(161)
 
     (132)     
 
(607)
 
     (544)  
 Other investing activities
  
 
40
 
     55     
 
46
 
     137  
 Payments of lease principal
  
 
(17)
 
     (14)     
 
(63)
 
     (58)  
 Dividends paid on preference shares
  
 
(1)
 
     (1)     
 
(5)
 
     (5)  
 Free cash flow
  
 
425
 
     613     
 
1,828
 
     1,871  
Reconciliation of Net debt and Leverage Ratio of Net Debt to Adjusted EBITDA
 
     
December 31, 
 
 (millions of U.S. dollars)
  
 2024
    
   2023
 
 Current indebtedness
  
 
973
 
     372  
 Long-term indebtedness
  
 
1,847
 
     2,905  
 Total debt
  
 
2,820
 
     3,277  
 Swaps
  
 
21
 
     (65)  
 Total debt after swaps
  
 
2,841
 
     3,212  
 Remove fair value adjustments for hedges
(1)
  
 
5
 
     2  
 Total debt after currency hedging arrangements
  
 
2,846
 
     3,214  
 Remove transaction costs, premiums or discounts included in the carrying value of debt
  
 
22
 
     26  
 Add: Lease liabilities (current and
non-current)
  
 
256
 
     265  
 Less: Cash and cash equivalents
(2)
  
 
(1,968)
 
     (1,298)  
 Net debt
  
 
1,156
 
     2,207  
 Leverage ratio of net debt to adjusted EBITDA
     
 Adjusted EBITDA
  
 
2,779
 
     2,678  
 Net debt/adjusted EBITDA
  
 
0.4:1
 
     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 $115 million and $100 million as of December 31, 2024 and 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.
 
 
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Table of Contents
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 December 31,
 
                  
Change
 
 (millions of U.S. dollars)
  
  2024
    
  2023
    
  Total
    
Foreign
Currency
    
Subtotal
Constant
Currency
    
Acquisitions/
Divestitures
    
Organic
 
Revenues
                    
 Legal Professionals
  
 
729
 
  
 
700
 
  
 
4%
 
  
 
-
 
  
 
4%
 
  
 
(4%)
 
  
 
7%
 
 Corporates
  
 
458
 
  
 
402
 
  
 
14%
 
  
 
(1%)
 
  
 
15%
 
  
 
5%
 
  
 
10%
 
 Tax & Accounting Professionals
  
 
366
 
  
 
344
 
  
 
6%
 
  
 
-
 
  
 
7%
 
  
 
-
 
  
 
7%
 
 “Big 3” Segments Combined
  
 
1,553
 
  
 
1,446
 
  
 
7%
 
  
 
-
 
  
 
7%
 
  
 
(1%)
 
  
 
8%
 
 Reuters News
  
 
218
 
  
 
220
 
  
 
(1%)
 
  
 
-
 
  
 
(1%)
 
  
 
1%
 
  
 
(3%)
 
 Global Print
  
 
144
 
  
 
154
 
  
 
(6%)
 
  
 
-
 
  
 
(6%)
 
  
 
-
 
  
 
(6%)
 
 Eliminations/Rounding
  
 
(6)
 
  
 
(5)
 
                                            
 Total revenues
  
 
1,909
 
  
 
1,815
 
  
 
5%
 
  
 
-
 
  
 
5%
 
  
 
-
 
  
 
5%
 
Recurring Revenues
                    
 Legal Professionals
  
 
707
 
  
 
674
 
  
 
5%
 
  
 
-
 
  
 
4%
 
  
 
(4%)
 
  
 
8%
 
 Corporates
  
 
401
 
  
 
358
 
  
 
12%
 
  
 
-
 
  
 
13%
 
  
 
3%
 
  
 
10%
 
 Tax & Accounting Professionals
  
 
319
 
  
 
305
 
  
 
4%
 
  
 
(1%)
 
  
 
5%
 
  
 
-
 
  
 
5%
 
 “Big 3” Segments Combined
  
 
1,427
 
  
 
1,337
 
  
 
7%
 
  
 
-
 
  
 
7%
 
  
 
(1%)
 
  
 
8%
 
 Reuters News
  
 
173
 
  
 
157
 
  
 
10%
 
  
 
-
 
  
 
10%
 
  
 
2%
 
  
 
8%
 
 Eliminations/Rounding
  
 
(6)
 
  
 
(5)
 
                                            
 Total recurring revenues
  
 
1,594
 
  
 
1,489
 
  
 
7%
 
  
 
-
 
  
 
7%
 
  
 
(1%)
 
  
 
8%
 
Transactions Revenues
                    
 Legal Professionals
  
 
22
 
  
 
26
 
  
 
(11%)
 
  
 
(1%)
 
  
 
(10%)
 
  
 
(5%)
 
  
 
(4%)
 
 Corporates
  
 
57
 
  
 
44
 
  
 
25%
 
  
 
(3%)
 
  
 
28%
 
  
 
17%
 
  
 
12%
 
 Tax & Accounting Professionals
  
 
47
 
  
 
39
 
  
 
22%
 
  
 
1%
 
  
 
21%
 
  
 
-
 
  
 
21%
 
 “Big 3” Segments Combined
  
 
126
 
  
 
109
 
  
 
16%
 
  
 
(1%)
 
  
 
17%
 
  
 
5%
 
  
 
11%
 
 Reuters News
  
 
45
 
  
 
63
 
  
 
(29%)
 
  
 
1%
 
  
 
(29%)
 
  
 
1%
 
  
 
(30%)
 
 Total transactions revenues
  
 
171
 
  
 
172
 
  
 
(1%)
 
  
 
(1%)
 
  
 
-
 
  
 
3%
 
  
 
(4%)
 
 
$
                  
$
                  
$
                  
$
                  
$
                  
$
                  
$
                  
     
Year ended December 31,
 
                  
Change
 
 (millions of U.S. dollars)
  
  2024
    
  2023
    
  Total
    
Foreign
Currency
    
Subtotal
Constant
Currency
    
Acquisitions/
Divestitures
    
Organic
 
Revenues
                    
 Legal Professionals
  
 
2,922
 
  
 
2,807
 
  
 
4%
 
  
 
-
 
  
 
4%
 
  
 
(3%)
 
  
 
7%
 
 Corporates
  
 
1,844
 
  
 
1,620
 
  
 
14%
 
  
 
-
 
  
 
14%
 
  
 
4%
 
  
 
10%
 
 Tax & Accounting Professionals
  
 
1,165
 
  
 
1,058
 
  
 
10%
 
  
 
(1%)
 
  
 
11%
 
  
 
1%
 
  
 
10%
 
 “Big 3” Segments Combined
  
 
5,931
 
  
 
5,485
 
  
 
8%
 
  
 
-
 
  
 
8%
 
  
 
-
 
  
 
9%
 
 Reuters News
  
 
832
 
  
 
769
 
  
 
8%
 
  
 
-
 
  
 
8%
 
  
 
2%
 
  
 
6%
 
 Global Print
  
 
519
 
  
 
562
 
  
 
(8%)
 
  
 
-
 
  
 
(7%)
 
  
 
-
 
  
 
(7%)
 
 Eliminations/Rounding
  
 
(24)
 
  
 
(22)
 
                                            
 Total revenues
  
 
7,258
 
  
 
6,794
 
  
 
7%
 
  
 
-
 
  
 
7%
 
  
 
-
 
  
 
7%
 
Recurring Revenues
                    
 Legal Professionals
  
 
2,828
 
  
 
2,674
 
  
 
6%
 
  
 
-
 
  
 
6%
 
  
 
(2%)
 
  
 
8%
 
 Corporates
  
 
1,543
 
  
 
1,373
 
  
 
12%
 
  
 
-
 
  
 
13%
 
  
 
3%
 
  
 
10%
 
 Tax & Accounting Professionals
  
 
867
 
  
 
808
 
  
 
7%
 
  
 
(2%)
 
  
 
9%
 
  
 
-
 
  
 
9%
 
 “Big 3” Segments Combined
  
 
5,238
 
  
 
4,855
 
  
 
8%
 
  
 
-
 
  
 
8%
 
  
 
-
 
  
 
9%
 
 Reuters News
  
 
668
 
  
 
625
 
  
 
7%
 
  
 
(1%)
 
  
 
7%
 
  
 
2%
 
  
 
5%
 
 Eliminations/Rounding
  
 
(24)
 
  
 
(22)
 
                                            
 Total recurring revenues
  
 
5,882
 
  
 
5,458
 
  
 
8%
 
  
 
-
 
  
 
8%
 
  
 
-
 
  
 
8%
 
Transactions Revenues
                    
 Legal Professionals
  
 
94
 
  
 
133
 
  
 
(29%)
 
  
 
(2%)
 
  
 
(28%)
 
  
 
(25%)
 
  
 
(2%)
 
 Corporates
  
 
301
 
  
 
247
 
  
 
22%
 
  
 
(1%)
 
  
 
22%
 
  
 
11%
 
  
 
11%
 
 Tax & Accounting Professionals
  
 
298
 
  
 
250
 
  
 
19%
 
  
 
-
 
  
 
19%
 
  
 
5%
 
  
 
14%
 
 “Big 3” Segments Combined
  
 
693
 
  
 
630
 
  
 
10%
 
  
 
(1%)
 
  
 
11%
 
  
 
-
 
  
 
10%
 
 Reuters News
  
 
164
 
  
 
144
 
  
 
14%
 
  
 
1%
 
  
 
13%
 
  
 
4%
 
  
 
9%
 
 Total transactions revenues
  
 
857
 
  
 
774
 
  
 
11%
 
  
 
(1%)
 
  
 
11%
 
  
 
1%
 
  
 
10%
 
 
 
Thomson Reuters Annual Report 2024
   Page 67

Table of Contents
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 December 31,
 
               
Change
 
 (millions of U.S. dollars, except margins and per share amounts)
 
  2024
   
  2023
   
  Total
   
Foreign
Currency
   
Constant
Currency
 
Adjusted EBITDA
         
 Legal Professionals
 
 
299
 
 
 
298
 
 
 
-
 
 
 
2%
 
 
 
(1%)
 
 Corporates
 
 
153
 
 
 
138
 
 
 
11%
 
 
 
2%
 
 
 
8%
 
 Tax & Accounting Professionals
 
 
196
 
 
 
188
 
 
 
4%
 
 
 
(1%)
 
 
 
5%
 
 “Big 3” Segments Combined
 
 
648
 
 
 
624
 
 
 
4%
 
 
 
1%
 
 
 
3%
 
 Reuters News
 
 
45
 
 
 
61
 
 
 
(26%)
 
 
 
(1%)
 
 
 
(26%)
 
 Global Print
 
 
55
 
 
 
55
 
 
 
(1%)
 
 
 
-
 
 
 
(1%)
 
 Corporate costs
 
 
(30)
 
 
 
(33)
 
 
 
n/a
 
 
 
n/a
 
 
 
n/a
 
 Adjusted EBITDA
 
 
718
 
 
 
707
 
 
 
2%
 
 
 
1%
 
 
 
1%
 
Adjusted EBITDA margin
         
 Legal Professionals
 
 
41.0%
 
 
 
42.5%
 
 
 
(150)bp
 
 
 
50bp
 
 
 
(200)bp
 
 Corporates
 
 
33.5%
 
 
 
34.5%
 
 
 
(100)bp
 
 
 
90bp
 
 
 
(190)bp
 
 Tax & Accounting Professionals
 
 
53.4%
 
 
 
54.6%
 
 
 
(120)bp
 
 
 
(30)bp
 
 
 
(90)bp
 
 “Big 3” Segments Combined
 
 
41.7%
 
 
 
43.1%
 
 
 
(140)bp
 
 
 
50bp
 
 
 
(190)bp
 
 Reuters News
 
 
20.8%
 
 
 
27.9%
 
 
 
(710)bp
 
 
 
(40)bp
 
 
 
(670)bp
 
 Global Print
 
 
38.2%
 
 
 
36.4%
 
 
 
180bp
 
 
 
(10)bp
 
 
 
190bp
 
 Adjusted EBITDA margin
 
 
37.6%
 
 
 
38.9%
 
 
 
(130)bp
 
 
 
30bp
 
 
 
(160)bp
 
 Operating expenses
 
 
1,183
 
 
 
1,112
 
 
 
6%
 
 
 
(2%)
 
 
 
8%
 
 Adjusted EPS
 
 
$1.01
 
 
 
$0.98
 
 
 
3%
 
 
 
2%
 
 
 
1%
 
 
$
                  
$
                  
$
                  
$
                  
$
                  
    
Year ended December 31,
 
               
Change
 
 (millions of U.S. dollars, except margins and per share amounts)
 
  2024
   
  2023
   
  Total
   
Foreign
Currency
   
Constant
Currency
 
Adjusted EBITDA
         
 Legal Professionals
 
 
1,302
 
 
 
1,299
 
 
 
-
 
 
 
-
 
 
 
-
 
 Corporates
 
 
671
 
 
 
619
 
 
 
8%
 
 
 
1%
 
 
 
8%
 
 Tax & Accounting Professionals
 
 
527
 
 
 
490
 
 
 
8%
 
 
 
(1%)
 
 
 
9%
 
 “Big 3” Segments Combined
 
 
2,500
 
 
 
2,408
 
 
 
4%
 
 
 
-
 
 
 
4%
 
 Reuters News
 
 
196
 
 
 
172
 
 
 
14%
 
 
 
(2%)
 
 
 
16%
 
 Global Print
 
 
188
 
 
 
213
 
 
 
(12%)
 
 
 
-
 
 
 
(12%)
 
 Corporate costs
 
 
(105)
 
 
 
(115)
 
 
 
n/a
 
 
 
n/a
 
 
 
n/a
 
 Adjusted EBITDA
 
 
2,779
 
 
 
2,678
 
 
 
4%
 
 
 
-
 
 
 
4%
 
Adjusted EBITDA margin
         
 Legal Professionals
 
 
44.6%
 
 
 
46.2%
 
 
 
(160)bp
 
 
 
20bp
 
 
 
(180)bp
 
 Corporates
 
 
36.3%
 
 
 
38.1%
 
 
 
(180)bp
 
 
 
40bp
 
 
 
(220)bp
 
 Tax & Accounting Professionals
 
 
45.2%
 
 
 
45.8%
 
 
 
(60)bp
 
 
 
(10)bp
 
 
 
(50)bp
 
 “Big 3” Segments Combined
 
 
42.1%
 
 
 
43.8%
 
 
 
(170)bp
 
 
 
10bp
 
 
 
(180)bp
 
 Reuters News
 
 
23.6%
 
 
 
22.4%
 
 
 
120bp
 
 
 
(30)bp
 
 
 
150bp
 
 Global Print
 
 
36.2%
 
 
 
38.0%
 
 
 
(180)bp
 
 
 
-
 
 
 
(180)bp
 
 Adjusted EBITDA margin
 
 
38.2%
 
 
 
39.3%
 
 
 
(110)bp
 
 
 
20bp
 
 
 
(130)bp
 
 Operating expenses
 
 
4,471
 
 
 
4,134
 
 
 
8%
 
 
 
(1%)
 
 
 
9%
 
 Adjusted EPS
 
 
$3.77
 
 
 
$3.51
 
 
 
7%
 
 
 
1%
 
 
 
7%
 
 
 
Page 68   
Thomson Reuters Annual Report 2024

Table of Contents
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 December 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
  
 
729
 
  
 
-
 
  
 
729
 
  
 
299
 
  
 
41.0%
 
 Corporates
  
 
458
 
  
 
1
 
  
 
459
 
  
 
153
 
  
 
33.5%
 
 Tax & Accounting Professionals
  
 
366
 
  
 
-
 
  
 
366
 
  
 
196
 
  
 
53.4%
 
 “Big 3” Segments Combined
  
 
1,553
 
  
 
1
 
  
 
1,554
 
  
 
648
 
  
 
41.7%
 
 Reuters News
  
 
218
 
  
 
-
 
  
 
218
 
  
 
45
 
  
 
20.8%
 
 Global Print
  
 
144
 
  
 
-
 
  
 
144
 
  
 
55
 
  
 
38.2%
 
 Eliminations/Rounding
  
 
(6)
 
  
 
-
 
  
 
(6)
 
  
 
-
 
  
 
n/a
 
 Corporate costs
  
 
-
 
  
 
-
 
  
 
-
 
  
 
(30)
 
  
 
n/a
 
 Consolidated totals
  
 
1,909
 
  
 
1
 
  
 
1,910
 
  
 
718
 
  
 
37.6%
 
 
 
     
Year ended December 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
  
 
2,922
 
  
 
1
 
  
 
2,923
 
  
 
1,302
 
  
 
44.6%
 
 Corporates
  
 
1,844
 
  
 
6
 
  
 
1,850
 
  
 
671
 
  
 
36.3%
 
 Tax & Accounting Professionals
  
 
1,165
 
  
 
-
 
  
 
1,165
 
  
 
527
 
  
 
45.2%
 
 “Big 3” Segments Combined
  
 
5,931
 
  
 
7
 
  
 
5,938
 
  
 
2,500
 
  
 
42.1%
 
 Reuters News
  
 
832
 
  
 
2
 
  
 
834
 
  
 
196
 
  
 
23.6%
 
 Global Print
  
 
519
 
  
 
-
 
  
 
519
 
  
 
188
 
  
 
36.2%
 
 Eliminations/Rounding
  
 
(24)
 
  
 
-
 
  
 
(24)
 
  
 
-
 
  
 
n/a
 
 Corporate costs
  
 
-
 
  
 
-
 
  
 
-
 
  
 
(105)
 
  
 
n/a
 
 Consolidated totals
  
 
7,258
 
  
 
9
 
  
 
7,267
 
  
 
2,779
 
  
 
38.2%
 
 
     
Three months ended December 31, 2023
 
 (millions of U.S. dollars, except margins)
  
IFRS
revenues
    
Remove fair
value
adjustments to
acquired
deferred revenue
    
Revenues
excluding fair
value adjustments
to acquired
deferred revenue
    
Adjusted
EBITDA
    
Adjusted
EBITDA
margin
 
Revenues
              
 Legal Professionals
     700        1        701        298        42.5%  
 Corporates
     402        -        402        138        34.5%  
 Tax & Accounting Professionals
     344        -        344        188        54.6%  
 “Big 3” Segments Combined
     1,446        1        1,447        624        43.1%  
 Reuters News
     220        -        220        61        27.9%  
 Global Print
     154        -        154        55        36.4%  
 Eliminations/Rounding
     (5)        -        (5)        -        n/a  
 Corporate costs
     -        -        -        (33)        n/a  
 Consolidated totals
     1,815        1        1,816        707        38.9%  
 
     
Year ended December 31, 2023
 
 (millions of U.S. dollars, except margins)
  
IFRS
revenues
    
Remove fair
value
adjustments to
acquired
deferred revenue
    
Revenues
excluding fair
value adjustments
to acquired
deferred revenue
    
Adjusted
EBITDA
    
Adjusted
EBITDA
margin
 
Revenues
              
 Legal Professionals
     2,807        1        2,808        1,299        46.2%  
 Corporates
     1,620        3        1,623        619        38.1%  
 Tax & Accounting Professionals
     1,058        11        1,069        490        45.8%  
 “Big 3” Segments Combined
     5,485        15        5,500        2,408        43.8%  
 Reuters News
     769        1        770        172        22.4%  
 Global Print
     562        -        562        213        38.0%  
 Eliminations/Rounding
     (22)        -        (22)        -        n/a  
 Corporate costs
     -        -        -        (115)        n/a  
 Consolidated totals
     6,794        16        6,810        2,678        39.3%  
 
 
Thomson Reuters Annual Report 2024
   Page 69

Table of Contents
Appendix C
Calculation of Return on Invested Capital (ROIC)
We calculate ROIC as adjusted operating profit after net taxes paid expressed as a percentage of the average invested capital during the period. Invested capital represents our net operating assets that contribute to, or arise from, our
post-tax
adjusted operating profit.
As of December 31, 2024, we amended our definition of ROIC to exclude amortization from acquired computer software in the calculation of adjusted operating profit. The related accumulated amortization is also removed from the calculation of invested capital. This change aligns the treatment of this item across all of our
non-IFRS
financial measures. Prior period amounts were revised for comparability.
The following table provides the calculation of our ROIC for 2024 and 2023.
 
   
   
For the years ended and as of December 31, 
 (millions of U.S. dollars)
 
   
  
2024
    
2023
 Calculation of adjusted operating profit after taxes
               
 Operating profit       
2,109
     2,332
 Adjustments to remove:                
  Amortization of acquired computer software       
147
     72
  Amortization of other identifiable intangible assets       
91
     97
  Fair value adjustments       
(8)
     18
  Other operating gains, net        
(144)
     (397)
 Adjusted operating profit – continuing operations       
2,195
     2,122
 Net cash taxes paid on continuing operations        
(234)
     (163)
 Post-tax
adjusted operating profit- continuing operations
      
1,961
     1,959
 Post–tax adjusted operating loss- discontinued operations
(1)
       
(4)
     (5)
 Consolidated
post-tax
adjusted operating profit
       
1,957
     1,954
 Calculation of invested capital
               
 Trade and other receivables       
1,087
     1,122
 Prepaid expenses and other current assets       
400
     435
 Property and equipment, net       
386
     447
 Computer software (excludes accumulated amortization of acquired software)
(2)
      
1,857
     1,492
 Other identifiable intangible assets (excludes accumulated amortization)       
5,957
     5,942
 Goodwill
(3)
      
6,195
     5,685
 Payables, accruals and provisions       
(1,091)
     (1,114)
 Current tax liabilities       
(197)
     (248)
 Deferred revenue        
(1,062)
     (992)
 Total invested capital
(4)
       
13,532
     12,769
Average invested capital
      
13,151
     12,109
 Return on invested capital
       
14.9%
     16.1%
 
(1)
Excludes $8 million of other operating gains and $11 million related to the release of tax and interest reserves in 2024 (2023 - $54 million of other operating gains) from discontinued operations.
(2)
Computer software excludes accumulated amortization of acquired software of $404 million and $256 million in 2024 and 2023, respectively.
(3)
Goodwill excludes deferred tax impacts of $1,067 million and $1,034 million in 2024 and 2023, respectively, arising from acquisition accounting.
(4)
Invested capital excludes other financial assets and liabilities, including cash, debt and lease liabilities, equity method investments, other
non-current
assets, deferred taxes, and provisions and other
non-current
liabilities.
ROIC decreased to 14.9% in 2024 from 16.1% in 2023 due to higher average invested capital resulting from net acquisition and divestiture activity as well as continued investments in the business.
We measure our ROIC to assess, over the long term, our ability to create value for our shareholders. Our goal is to increase this return over the long term by using our capital to invest in areas with high returns and realizing operating efficiencies to further enhance our profitability.
 
 
Page 70   
Thomson Reuters Annual Report 2024

Table of Contents
Appendix D
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. Accounting estimates will, by definition, seldom equal the actual results.
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.
The following discussion sets forth management’s:
 
 
Most critical estimates and assumptions in determining the value of assets and liabilities; and
 
Most critical judgments in applying accounting policies.
Critical accounting estimates and assumptions
Allowance for expected credit losses and sales adjustments
We must assess whether accounts receivable are collectible from customers. Accordingly, we establish an allowance for expected losses arising from
non-payment
and other sales adjustments, taking into consideration customer creditworthiness, current economic trends, experience and expected credit losses. If future collections differ from estimates, future earnings would be affected. As of December 31, 2024, the combined allowances were $55 million, or 5%, of the gross trade accounts receivable balance of $1,113 million. An increase to the reserve based on 1% of accounts receivable would have decreased
pre-tax
earnings by approximately $11 million for the year ended December 31, 2024.
Computer software
Computer software represented $1,453 million of total assets in the consolidated statement of financial position as of December 31, 2024, and included internally developed computer software as well as computer software acquired in business combinations.
Most expenditures for internally developed computer software relate to product development and enhancements. Management exercises judgment in determining the development activities that meet capitalization criteria. Software acquired through business combinations is recorded at fair value, which is estimated at the acquisition date, based on, among other factors, cash flow projections from the use or sale of the asset, the weighted-average cost of capital and the remaining useful life, all of which require judgment.
For all software, management must estimate the expected period of benefit over which amounts recognized as assets should be amortized. The basis of these estimates includes the timing of technological obsolescence, economic and competitive pressures, historical experience and internal business plans for the use of the software. Due to rapidly changing technology and the uncertainty of the software development process itself, future results could be affected if management’s current assessment of its software projects differs from actual performance.
Other identifiable intangible assets and goodwill
Other identifiable intangible assets and goodwill represented $3,134 million and $7,262 million, respectively, of total assets in the consolidated statement of financial position as of December 31, 2024. Other identifiable intangible assets and goodwill arise out of business combinations. Business combinations are accounted for under the acquisition method of accounting, which requires us to identify and attribute values to the intangible assets acquired based on their estimated fair value as well as to estimate their useful lives. These determinations involve significant estimates and assumptions regarding cash flow projections, economic risk and weighted-average cost of capital. The excess of acquisition cost over the fair value of identifiable net assets acquired is recorded as goodwill.
Subsequent to acquisition, we test other identifiable intangible assets and goodwill for impairment as required. The outcome of these tests is highly dependent on our latest estimates and assumptions regarding cash flow projections, economic risk and weighted-average cost of capital. Specifically, cash flow projections could be impacted by deterioration in macroeconomic conditions, including potential impacts of regulation on customers, changes in customer buying patterns or competitive pressures. Our assumption of perpetual growth could be impacted by changes in long-term outlooks for global inflation. Additionally, the discount rate, tax rate and EBITDA multiples used in various impairment tests are based on those for comparable companies, which are driven by market conditions and prevailing tax laws.
If future events or results differ adversely from the estimates and assumptions made at acquisition or as part of subsequent impairment tests, we could record increased amortization or impairment charges in the future.
 
 
Thomson Reuters Annual Report 2024
   Page 71

Table of Contents
We performed our annual goodwill impairment test as of October 1, 2024. No goodwill impairment was recorded as the estimated fair value less costs of disposal of each cash-generating unit (CGU) exceeded their carrying values by a substantial amount. We performed the test for each CGU to which goodwill was allocated and monitored by management at the date of the test. The valuation techniques, significant assumptions and sensitivities applied in the goodwill impairment test are described below.
As allowed under IAS 36,
Impairment of Assets
, we did not
re-estimate
the recoverable value of these CGUs for the 2024 impairment test but rather carried forward the recoverable value from 2023 because management concluded that no events or changes in circumstances indicated that the carrying value of these CGUs might not be recoverable. In the 2023 impairment test, the fair value less costs of disposal for each CGU exceeded their respective carrying values by a substantial amount. The valuation techniques, significant assumptions and sensitivities described below relate to the recoverable values determined in the 2023 impairment test.
Valuation Techniques
The selection and application of valuation techniques and the determination of significant assumptions requires judgment. An impairment of goodwill occurs when the recoverable amount of a CGU is below the carrying value of the CGU. The recoverable amount is the higher of a CGU’s fair value less costs of disposal or its value in use. As with previous impairment tests, the recoverable value of each CGU was based on fair value less costs of disposal, using a weighted average of the income approach and market approach. IFRS 13,
Fair Value Measurement
, defines fair value as a market-based measurement rather than an entity-specific measurement. Therefore, the fair value of the CGU must be measured using the assumptions that market participants would use rather than those related specifically to us. To calculate market participant assumptions, publicly available data was gathered from companies operating in businesses similar to each CGU, which includes key competitors. As certain inputs to the valuation are not based on observable market data, the recoverable value of each CGU is categorized in Level 3 of the fair value measurement hierarchy.
Income approach
The income approach is predicated upon the value of the future cash flows that a business will generate. We used the discounted cash flow (DCF) method, which involves projecting cash flows and converting them into a present value equivalent through discounting. The discounting process uses a rate of return that is commensurate with the risk associated with the business and the time value of money. This approach requires assumptions about revenue growth rates, operating margins, capital expenditures, tax rates and discount rates.
Market approach
The market approach assumes that companies operating in the same industry will share similar characteristics and that company values will correlate to those characteristics. Therefore, a comparison of a CGU to similar companies whose financial information is publicly available may provide a reasonable basis to estimate fair value. Under the market approach, fair value is calculated based on EBITDA multiples of benchmark companies comparable to the businesses in each CGU. Data for the benchmark companies was obtained from publicly available information.
Significant Assumptions
Weighting of Valuation Techniques
We weighted the results of the two valuation techniques noted above, consistently applied to each CGU, as follows: 60% income approach/40% market approach. We believe that given volatility in capital markets, it is appropriate to apply a heavier weighting to the income approach.
Cash Flow Projections
Cash flow projections were based on our internal budget. We projected cash flows for a period of three years and applied a perpetual growth rate thereafter, as prescribed by IAS 36. To project cash flows for the three-year period, we considered growth in revenues and costs as well as capital expenditures. In preparing our projections, we considered experience, economic trends such as GDP growth and inflation as well as industry and market trends. The projections also considered the expected impact from efficiency initiatives, new product launches, customer retention, as well as the maturity of the markets in which each business operates.
Discount Rate
We assumed a discount rate to calculate the present value of our projected cash flows. The discount rate represented a weighted-average cost of capital (WACC) for comparable companies operating in similar industries as the applicable CGU, based on publicly available information. The WACC is an estimate of the overall required rate of return on an investment for both debt and equity owners and serves as the basis for developing an appropriate discount rate. Determination of the WACC requires separate analysis of the cost of equity and the cost of debt. The cost of equity reflects the long-term risk-free interest rate associated with U.S. Treasury bonds and considers a risk premium based on an assessment of risks related to the projected cash flows of each CGU.
Lower discount rates were applied to CGUs whose cash flows are expected to be less volatile due to factors such as the maturity of the market they serve and their market position. Higher discount rates were applied to CGUs whose cash flows are expected to be more volatile due to competition or participation in less stable geographic markets.
 
 
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Tax Rate
The tax rates applied to the projections were based on effective tax rates of comparable companies operating in similar industries as the applicable CGU, based on publicly available information or statutory tax rates. Tax assumptions are sensitive to changes in tax laws and the jurisdictions in which profits are earned.
The key assumptions used in performing the impairment test, by CGU, are presented below:
 
 Cash-Generating Unit
  
Perpetual growth rate
(1)
    
Discount rate 
    
Tax rate 
 Legal Professionals    2.5%      11.0%       26.6% 
 Corporates    2.5%      11.0%       26.8% 
 Tax & Accounting Professionals    3.0%      11.5%       27.6% 
 Reuters News    2.5%      13.0%       25.0% 
 Global Print    (5.5%)      11.5%       26.8% 
 
(1)
The perpetual growth rate is applied to the final year of cash flow projections.
Results and Sensitivities
As the fair value for each CGU exceeded its carrying value by a substantial amount, the sensitivity analysis demonstrated that no reasonably possible change in the perpetual growth rate, discount rate or income tax assumptions would cause the carrying amounts of any CGU to exceed its recoverable amount.
Employee future benefits
We sponsor defined benefit plans providing pension and other post-employment benefits to covered employees. Our most significant defined benefit plans no longer accrue benefits to active employees. The determination of benefit costs associated with employee future benefits requires assumptions such as the discount rate, which is used to measure benefit plan obligations and the net interest income (expense) on the net benefit plan assets (obligations). Other significant assumptions include expected mortality and the expected rate of increase with respect to certain future pension payments. In the third quarter of 2024, retiree medical benefits in the U.S. were amended with effect from January 1, 2025 to transition to a health reimbursement arrangement (HRA) where we provide a fixed subsidy to plan participants that may be used to purchase healthcare insurance on the individual marketplace. This amendment eliminates the need for management to estimate healthcare cost inflation trends and claims frequency. Because the determination of the cost and obligations associated with employee future benefits requires the use of various assumptions, there is measurement uncertainty inherent in the actuarial valuation process. Actual results will differ from results which are estimated based on assumptions.
Discount rate
The discount rate was based on current market interest rates of high-quality, fixed-rate debt securities adjusted to reflect the duration of expected future cash outflows for pension benefit payments. To estimate the discount rate, we used a hypothetical yield curve that represented yields on high quality
zero-coupon
bonds with durations that mirrored the expected payment stream of the benefit obligation. For the Thomson Reuters Group Pension Plan (TRGP) and The Thomson Corporation PLC Pension Scheme (TTC) plans combined, a 0.25% increase or decrease in the discount rate would have decreased or increased the defined benefit obligation by approximately $67 million as of December 31, 2024.
Rates of inflation and pension payments
The rate of inflation, which impacts increases in eligible U.K. pension payments, was determined by reference to consumer and retail price indices. For the TTC plan, a 0.25% increase or decrease in the rate of increase in pension payments would have increased or decreased the defined benefit obligation by approximately $12 million as of December 31, 2024.
Mortality assumptions
The mortality assumptions used to assess the defined benefit obligation as of December 31, 2024 are based on the following:
 
 
TRGP:
Pri-2012/MP-2021
Generational Table; and
 
TTC plan: SAPS S3 Light Tables with allowances for plan demographic specifics and longevity improvements.
For the TRGP and the TTC plans combined, an increase in life expectancy of one year across all age groups would have increased the defined benefit obligation by approximately $48 million as of December 31, 2024.
Income taxes
We compute an income tax provision in each of the jurisdictions in which we operate. These income tax provisions include amounts that are based upon our estimates and assumptions regarding prices and values used to record intercompany transactions. Actual amounts of income tax expense only become final upon filing and acceptance of the tax return by the relevant authorities, which occurs after the issuance of the financial statements.
Additionally, estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the ability to use the underlying future tax deductions before they expire against future taxable income. The assessment is based upon existing tax laws and estimates of future taxable income. To the extent estimates differ from the final tax return, earnings would be affected in a subsequent period.
 
 
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In interim periods, the income tax provision is based on estimates of full-year earnings by jurisdiction. The average annual effective income tax rates are
re-estimated
at each interim reporting date. To the extent that forecasts differ from actual results, adjustments are recorded in subsequent periods.
We have deferred tax assets in connection with the intercompany transfer of certain operations. The determination of these assets requires management to make significant estimates and assumptions about the fair value of the related operations. Critical estimates include, but are not limited to, internal revenue and expense forecasts and discount rates, while critical assumptions include those regarding macroeconomic conditions and prevailing tax laws. The discount rates used in the income method to reduce expected future cash flows to present value are derived from a weighted-average cost of capital analysis and are adjusted to reflect the inherent risks related to the cash flow. Although we believe our assumptions and estimates are reasonable and appropriate, they are based in part on historical experience and are inherently uncertain. Unanticipated events and circumstances may occur that could differ adversely from our assumptions and estimates, which could require the Company to reduce its deferred tax assets in future periods.
Our 2024 effective income tax rate on earnings from continuing operations was not meaningful due to the impact of the $468 million tax benefit discussed in the “Tax (benefit) expense” section within the “Results of Operations” section of this management’s discussion and analysis. Our 2023 effective income tax rate on earnings from continuing operations was 13.6%. A 1% increase in the effective income tax rate would have decreased 2024 income tax benefit and decreased earnings from continuing operations by approximately $21 million.
Critical judgments in applying accounting policies
Revenue recognition
To determine the appropriate revenue recognition for our products and services, management must assess whether multiple products and services in customer contracts are distinct performance obligations that should be accounted for separately, or whether they must be accounted for together. In making the determination, management considers, for example, whether we regularly sell a product or service separately, or whether the products or services are highly interrelated. Management must also determine the standalone selling price (SSP) for each distinct performance obligation. We typically have more than one SSP for individual products and services due to the stratification of our offerings by customer. As a result, management determines the SSP taking into consideration market conditions and other factors, including the value of our contracts, the product or service sold, the customer’s market, geographic location and the number and types of users in each contract. Finally, management must also estimate the period over which to amortize assets arising from incremental costs of obtaining a contract. As management estimates that this period corresponds to the period over which a customer benefits from existing technology in the underlying product or service, this judgment is closely linked with the determination of software amortization periods.
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 in the course of business for which the ultimate tax determination is uncertain, as taxing authorities may challenge some of our positions and propose adjustments or changes to our tax filings. As a result, we maintain provisions for uncertain tax positions that we believe appropriately reflect our risk. These provisions are made using our best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, we perform an expected value calculation to determine our provisions. We review the adequacy of these provisions at the end of each reporting period and adjust them based on changing facts and circumstances. Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from our provisions. Where the outcome of these
tax-related
matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. As of December 31, 2024, we have recorded an aggregate provision of $294 million for uncertain tax positions (excluding interest) within our current and deferred tax accounts as appropriate, in the consolidated statement of financial position.
Deferred Tax Assets
Deferred tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized, and are reduced to the extent that it is not probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. In evaluating deferred tax assets, management must make judgments to assess the future taxable profits and likely outcomes of unresolved tax audits associated with the relevant jurisdictions. As of December 31, 2024, we had deferred tax assets of $1,832 million and unrecognized deferred tax assets of $681 million. See note 24 of our 2024 annual consolidated financial statements.
 
 
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Appendix E
Selected Annual Information
The following table summarizes selected annual information for 2024, 2023 and 2022.
 
       
For the years ended and as of December 31, 
 
 (millions of U.S. dollars, except per share amounts)
    
2024
    
2023
    
2022
 
 IFRS Consolidated Income Statement Data
          
 Revenues
    
 
7,258
 
     6,794        6,627   
 Operating profit
    
 
2,109
 
     2,332        1,834   
 Earnings from continuing operations
    
 
2,192
 
     2,646        1,391   
 Earnings (loss) from discontinued operations, net of tax
    
 
15
 
     49        (53)   
 Net earnings
    
 
2,207
 
     2,695        1,338   
 Earnings attributable to common shareholders
    
 
2,210
 
     2,695        1,338   
 Loss attributable to
non-controlling
interests
    
 
(3)
 
     -        -   
 Basic earnings per share from continuing operations
    
 
$4.86
 
     $5.70        $2.87   
 Basic earnings (loss) per share from discontinued operations
    
 
$0.03
 
     $0.11        $(0.11)   
 Basic earnings per share
    
 
$4.89
 
     $5.81        $2.76   
 Diluted earnings per share from continuing operations
    
 
$4.85
 
     $5.69        $2.86   
 Diluted earnings (loss) per share from discontinued operations
    
 
$0.04
 
     $0.11        $(0.11)   
 Diluted earnings per share
    
 
$4.89
 
     $5.80        $2.75   
 IFRS Consolidated Statement of Financial Position Data:
          
 Total assets
    
 
18,437
 
     18,684        21,711   
 Total long-term financial liabilities
(1)
    
 
2,079
 
     3,142        3,347   
 Dividend Data:
          
 Dividends per Thomson Reuters Corporation common share (US$)
    
 
$2.16
 
     $1.96        $1.78   
 Dividends per Thomson Reuters Corporation Series II preference share (C$)
    
 
C$1.19
 
     C$1.21        C$0.71   
 
(1)
Comprised of “Long-term indebtedness” and “Other financial liabilities –
non-current”.
Revenues
increased over the three-year period due to growth in recurring and transactions revenues, including acquisitions. These revenue increases were partially offset by the loss of revenues from divestitures, primarily the Elite business in June of 2023. As most of our business is conducted in U.S. dollars, foreign currency had a minimal impact on our revenues over the three-year period.
Operating profit
was higher in 2023, compared to the other two years, primarily due to the gain on sale of a majority stake in Elite. Operating profit in 2022 included costs associated with our
two-year
Change Program that we completed in December of 2022.
Earnings from continuing operations
was higher in 2023, compared to the other two years, due to a significant increase in the value of our previously-held investment in LSEG, net of changes in the value of related foreign exchange contracts.
Earnings (loss) from discontinued operations, net of tax
in all years were primarily comprised of gains or losses arising on a receivable balance from LSEG relating to a tax indemnity. The gains or losses were primarily due to changes in foreign exchange and interest rates.
Total assets
did not significantly change in 2024 compared to 2023. Total assets decreased significantly in 2023, compared to 2022, due to our return of capital transaction as well as repayments of debt and commercial paper.
Total long-term financial liabilities
decreased over the three-year period due a reclassification of our C$1.4 billion (U.S. dollar $1.0 billion) 2.239% notes, which are due to mature in May 2025, from long-term to current, as well as debt repayments in both 2024 and 2023.
 
 
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Appendix F
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)
  
December
31,
2024
    
September
30,
2024
    
June
30,
2024
    
March
31,
2024
    
December
31,
2023
    
September
30,
2023
    
June
30,
2023
    
March 
31, 
2023 
 
 
 Revenues
  
 
1,909
 
  
 
1,724
 
  
 
1,740
 
  
 
1,885
 
     1,815        1,594        1,647        1,738   
 
 Operating profit
  
 
722
 
  
 
415
 
  
 
415
 
  
 
557
 
     558        441        825        508   
 
 Earnings from continuing operations
  
 
607
 
  
 
277
 
  
 
844
 
  
 
464
 
     650        370        889        737   
 
 (Loss) earnings from discontinued operations, net of tax
  
 
(20)
 
  
 
24
 
  
 
(3)
 
  
 
14
 
     28        (3)        5        19   
 
 Net earnings
  
 
587
 
  
 
301
 
  
 
841
 
  
 
478
 
     678        367        894        756   
 
 Earnings (loss) attributable to
                       
 
 Common shareholders
  
 
587
 
  
 
301
 
  
 
841
 
  
 
481
 
     678        367        894        756   
 
 Non-controlling
interests
  
 
-
 
  
 
-
 
  
 
-
 
  
 
(3)
 
     -        -        -        -   
 
 Basic earnings (loss) per share
                       
 
 From continuing operations
  
 
$1.35
 
  
 
$0.61
 
  
 
$1.87
 
  
 
$1.03
 
     $1.43        $0.81        $1.89        $1.56   
 
 From discontinued operations
  
 
(0.05)
 
  
 
0.06
 
  
 
(0.01)
 
  
 
0.03
 
     0.06        (0.01)        0.01        0.04   
 
    
 
$1.30
 
  
 
$0.67
 
  
 
$1.86
 
  
 
$1.06
 
     $1.49        $0.80        $1.90        $1.60   
 
 Diluted earnings (loss) per share
                       
 
 From continuing operations
  
 
$1.34
 
  
 
$0.61
 
  
 
$1.87
 
  
 
$1.03
 
     $1.43        $0.81        $1.89        $1.55   
 
 From discontinued operations
  
 
(0.04)
 
  
 
0.06
 
  
 
(0.01)
 
  
 
0.03
 
     0.06        (0.01)        0.01        0.04   
 
    
 
$1.30
 
  
 
$0.67
 
  
 
$1.86
 
  
 
$1.06
 
     $1.49        $0.80        $1.90        $1.59   
Revenues
– Our firmwide revenues do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over a contract term. However, at the segment level, revenues on a consecutive quarter basis can be impacted by seasonality, most notably in our Tax & Accounting Professionals business, where revenues tend to be concentrated in the first and fourth quarters. As most of our business is conducted in U.S. dollars, foreign currency had a minimal impact on our revenues. Our 2024 quarterly revenues grew over each comparable quarter of 2023 primarily due to growth in recurring and transactions revenues, including acquisitions. These revenue increases were partially offset by the loss of revenues from divestitures, primarily the Elite business in June of 2023.
Operating profit –
Our operating profit does not tend to be significantly impacted by seasonality. As most of our operating expenses are fixed over the
short-to-medium
term, we generally become more profitable when our revenues increase. When our revenues decline, we generally become less profitable. The increases in operating profit in the fourth quarter of 2024 reflected the gains on sale of FindLaw and other
non-core
businesses, and the second quarter of 2023 reflected the gain on sale of Elite.
Net earnings
– Our net earnings have been significantly impacted by our former investment in LSEG in certain periods. The first, second and fourth quarters of 2023 reflected increases in the value of our LSEG investment, while the third quarter of 2023 reflected a decrease in the value of our LSEG investment. The second quarter of 2024 included a $468 million tax benefit from the recognition of a deferred tax asset relating to new tax legislation enacted in Canada.
 
 
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Appendix G
Guarantor Supplemental Financial Information
The following tables set forth consolidating summary financial information in connection with the full and unconditional guarantee by Thomson Reuters Corporation and three U.S. subsidiary guarantors, which are also indirect 100%-owned and consolidated subsidiaries of Thomson Reuters Corporation (referred to as the Subsidiary Guarantors), of any debt securities issued by TR Finance LLC under a trust indenture to be entered into between Thomson Reuters Corporation, TR Finance LLC, the Subsidiary Guarantors, 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. In the event debt securities are issued by TR Finance LLC, TR Finance LLC expects that the proceeds will be loaned to the Subsidiary Guarantors, and/or U.S. affiliates that are direct or indirect shareholders of the Subsidiary Guarantors. TR Finance LLC expects to be able to pay interest, premiums, operating expenses and to meet its debt obligations using interest income from the affiliate loans and will be further supported by Guarantees provided by the Subsidiary Guarantors and Thomson Reuters Corporation. However, the ability of TR Finance LLC to pay interest, premiums, operating expenses and to meet its debt obligations will depend upon the ability of the Subsidiary Guarantors and/or such other U.S. affiliates to pay interest and meet debt obligations under the affiliate loans and upon the credit support of the Subsidiary Guarantors and Thomson Reuters Corporation. See the “Liquidity and Capital Resources” section of this management’s discussion and analysis for additional information.
The tables below contain condensed consolidating financial information for the following:
 
 
Parent – Thomson Reuters Corporation, the direct or indirect owner of all of its subsidiaries
 
 
Subsidiary Issuer – TR Finance LLC
 
 
Subsidiary Guarantors on a combined basis
 
 
Non-Guarantor
Subsidiaries – Other subsidiaries of Thomson Reuters Corporation on a combined basis that will not guarantee TR Finance LLC debt securities
 
 
Eliminations – Consolidating adjustments
 
 
Thomson Reuters on a consolidated basis
The Subsidiary Guarantors referred to above are comprised of the following indirect 100%-owned and consolidated subsidiaries of Thomson Reuters Corporation:
 
 
Thomson Reuters Applications Inc., which operates part of the Company’s Legal Professionals, Tax & Accounting Professionals and Corporates businesses;
 
 
Thomson Reuters (Tax & Accounting) Inc., which operates part of the Company’s Tax & Accounting Professionals and Corporates businesses; and
 
 
West Publishing Corporation, which operates part of the Company’s Legal Professionals, Corporates and Global Print businesses.
Thomson Reuters Corporation accounts for its investments in subsidiaries using the equity method for purposes of the condensed consolidating financial information. Where subsidiaries are members of a consolidated tax filing group, Thomson Reuters Corporation allocates income tax expense pursuant to the tax sharing agreement among the members of the group, including application of the percentage method whereby members of the consolidated group are reimbursed for losses when they occur, regardless of the ability to use such losses on a standalone basis. We believe that this allocation is a systematic, rational approach for allocation of income tax balances. Adjustments necessary to consolidate the Parent, Subsidiary Guarantors and
Non-Guarantor
Subsidiaries are reflected in the “Eliminations” column.
This basis of presentation is not intended to present the financial position of Thomson Reuters Corporation and the results of its operations for any purpose other than to comply with the specific requirements for guarantor reporting and should be read in conjunction with our consolidated financial statements for the year ended December 31, 2024 and 2023, as well as this management’s discussion and analysis, which are included in this annual report.
The following condensed consolidating financial information is provided in compliance with the requirements of Section 13.4 of National Instrument
51-102
-
 Continuous Disclosure Obligations
 providing for an exemption for certain credit support issuers. Thomson Reuters Corporation has also elected to provide the following supplemental financial information in accordance with Article 13 of Regulation
S-X,
as adopted by the SEC and set forth in SEC Release
No. 33-10762.
The following condensed consolidating financial information has been prepared in accordance with IFRS, as issued by the IASB and is unaudited.
 
 
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CONDENSED CONSOLIDATING INCOME STATEMENT
 
    
Year ended December 31, 2024
 
(millions of U.S. dollars)
 
Parent
   
Subsidiary
Issuer
   
Subsidiary
Guarantors
   
Non-

Guarantor
Subsidiaries
   
Eliminations
   
Consolidated 
 
CONTINUING OPERATIONS
           
Revenues
 
 
-
 
 
 
-
 
 
 
2,122
 
 
 
5,679
 
 
 
(543)
 
 
 
7,258 
 
Operating expenses
 
 
(15)
 
 
 
-
 
 
 
(1,575)
 
 
 
(3,424)
 
 
 
543
 
 
 
(4,471) 
 
Depreciation
 
 
-
 
 
 
-
 
 
 
(36)
 
 
 
(77)
 
 
 
-
 
 
 
(113) 
 
Amortization of computer software
 
 
-
 
 
 
-
 
 
 
(16)
 
 
 
(602)
 
 
 
-
 
 
 
(618) 
 
Amortization of other identifiable intangible assets
 
 
-
 
 
 
-
 
 
 
(40)
 
 
 
(51)
 
 
 
-
 
 
 
(91) 
 
Other operating (losses) gains, net
 
 
(1)
 
 
 
-
 
 
 
56
 
 
 
89
 
 
 
-
 
 
 
144 
 
Operating (loss) profit
 
 
(16)
 
 
 
-
 
 
 
511
 
 
 
1,614
 
 
 
-
 
 
 
2,109 
 
Finance (costs) income, net:
           
 
 
Net interest (expense) income
 
 
(137)
 
 
 
-
 
 
 
6
 
 
 
6
 
 
 
-
 
 
 
(125) 
 
Other finance (costs) income
 
 
(30)
 
 
 
-
 
 
 
1
 
 
 
74
 
 
 
-
 
 
 
45 
 
Intercompany net interest income (expense)
 
 
116
 
 
 
-
 
 
 
(59)
 
 
 
(57)
 
 
 
-
 
 
 
- 
 
(Loss) income before tax and equity method investments
 
 
(67)
 
 
 
-
 
 
 
459
 
 
 
1,637
 
 
 
-
 
 
 
2,029 
 
Share of
post-tax
earnings in equity method investments
 
 
-
 
 
 
-
 
 
 
-
 
 
 
40
 
 
 
-
 
 
 
40 
 
Share of
post-tax
earnings (losses) in subsidiaries
 
 
2,034
 
 
 
-
 
 
 
(2)
 
 
 
340
 
 
 
(2,372)
 
 
 
- 
 
Tax benefit (expense)
 
 
240
 
 
 
-
 
 
 
(119)
 
 
 
2
 
 
 
-
 
 
 
123 
 
Earnings from continuing operations
 
 
2,207
 
 
 
-
 
 
 
338
 
 
 
2,019
 
 
 
(2,372)
 
 
 
2,192 
 
Earnings from discontinued operations, net of tax
 
 
-
 
 
 
-
 
 
 
-
 
 
 
15
 
 
 
-
 
 
 
15 
 
Net earnings
 
 
2,207
 
 
 
-
 
 
 
338
 
 
 
2,034
 
 
 
(2,372)
 
 
 
2,207 
 
Earnings (loss) attributable to:
           
 
 
Common shareholders
 
 
2,207
 
 
 
-
 
 
 
338
 
 
 
2,037
 
 
 
(2,372)
 
 
 
2,210 
 
Non-controlling
interests
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(3)
 
 
 
-
 
 
 
(3) 
 
 
    
Year ended December 31, 2023
 
(millions of U.S. dollars)
 
Parent
   
Subsidiary
Issuer
   
Subsidiary
Guarantors
   
Non-

Guarantor
Subsidiaries
   
Eliminations
   
Consolidated 
 
CONTINUING OPERATIONS
           
Revenues
    -       -       2,165       5,411       (782)       6,794   
Operating expenses
    (13)       -       (1,607)       (3,296)       782       (4,134)   
Depreciation
    -       -       (39)       (77)       -       (116)   
Amortization of computer software
    -       -       (17)       (495)       -       (512)   
Amortization of other identifiable intangible assets
    -       -       (45)       (52)       -       (97)   
Other operating gains, net
    42       -       20       335       -       397   
Operating profit
    29       -       477       1,826       -       2,332   
Finance (costs) income, net:
               
Net interest (expense) income
    (190)       -       14       24       -       (152)   
Other finance (costs) income
    (18)       -       2       (176)       -       (192)   
Intercompany net interest income (expense)
    203       -       (54)       (149)       -       -   
Income before tax and equity method investments
    24       -       439       1,525       -       1,988   
Share of
post-tax
earnings in equity method investments
    -       -       -       1,075       -       1,075   
Share of
post-tax
earnings in subsidiaries
    2,673       -       57       337       (3,067)       -   
Tax expense
    -       -       (102)       (315)       -       (417)   
Earnings from continuing operations
    2,697       -       394       2,622       (3,067)       2,646   
(Loss) earnings from discontinued operations, net of tax
    (2)       -       -       51       -       49   
Net earnings
    2,695       -       394       2,673       (3,067)       2,695   
Earnings attributable to:
           
Common shareholders
    2,695       -       394       2,673       (3,067)       2,695   
Non-controlling
interests
    -       -       -       -       -       -   
 
 
Page 78   
Thomson Reuters Annual Report 2024

Table of Contents
CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION
 
    
December 31, 2024
 
(millions of U.S. dollars)
 
Parent
   
Subsidiary
Issuer
   
Subsidiary
Guarantors
   
Non-

Guarantor
Subsidiaries
   
Eliminations
   
Consolidated 
 
Cash and cash equivalents
 
 
14
 
 
 
-
 
 
 
230
 
 
 
1,724
 
 
 
-
 
 
 
1,968 
 
Trade and other receivables
 
 
-
 
 
 
-
 
 
 
257
 
 
 
830
 
 
 
-
 
 
 
1,087 
 
Intercompany receivables
 
 
1,032
 
 
 
-
 
 
 
505
 
 
 
1,674
 
 
 
(3,211)
 
 
 
- 
 
Other financial assets
 
 
-
 
 
 
-
 
 
 
23
 
 
 
12
 
 
 
-
 
 
 
35 
 
Prepaid expenses and other current assets
 
 
-
 
 
 
-
 
 
 
170
 
 
 
230
 
 
 
-
 
 
 
400 
 
Current assets
 
 
1,046
 
 
 
-
 
 
 
1,185
 
 
 
4,470
 
 
 
(3,211)
 
 
 
3,490 
 
Property and equipment, net
 
 
-
 
 
 
-
 
 
 
158
 
 
 
228
 
 
 
-
 
 
 
386 
 
Computer software, net
 
 
-
 
 
 
-
 
 
 
34
 
 
 
1,419
 
 
 
-
 
 
 
1,453 
 
Other identifiable intangible assets, net
 
 
-
 
 
 
-
 
 
 
981
 
 
 
2,153
 
 
 
-
 
 
 
3,134
 
Goodwill
 
 
-
 
 
 
-
 
 
 
3,727
 
 
 
3,535
 
 
 
-
 
 
 
7,262 
 
Equity method investments
 
 
-
 
 
 
-
 
 
 
-
 
 
 
269
 
 
 
-
 
 
 
269 
 
Other financial assets
 
 
82
 
 
 
-
 
 
 
46
 
 
 
314
 
 
 
-
 
 
 
442 
 
Other
non-current
assets
 
 
-
 
 
 
-
 
 
 
105
 
 
 
520
 
 
 
-
 
 
 
625 
 
Intercompany receivables
 
 
160
 
 
 
-
 
 
 
2
 
 
 
778
 
 
 
(940)
 
 
 
- 
 
Investments in subsidiaries
 
 
14,584
 
 
 
-
 
 
 
465
 
 
 
4,041
 
 
 
(19,090)
 
 
 
- 
 
Deferred tax
 
 
243
 
 
 
-
 
 
 
-
 
 
 
1,133
 
 
 
-
 
 
 
1,376 
 
Total assets
 
 
16,115
 
 
 
-
 
 
 
6,703
 
 
 
18,860
 
 
 
(23,241)
 
 
 
18,437 
 
LIABILITIES AND EQUITY
           
 
 
Liabilities
           
 
 
Current indebtedness
 
 
973
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
973 
 
Payables, accruals and provisions
 
 
52
 
 
 
-
 
 
 
276
 
 
 
763
 
 
 
-
 
 
 
1,091 
 
Current tax liabilities
 
 
-
 
 
 
-
 
 
 
-
 
 
 
197
 
 
 
-
 
 
 
197 
 
Deferred revenue
 
 
-
 
 
 
-
 
 
 
350
 
 
 
712
 
 
 
-
 
 
 
1,062 
 
Intercompany payables
 
 
1,214
 
 
 
-
 
 
 
461
 
 
 
1,536
 
 
 
(3,211)
 
 
 
- 
 
Other financial liabilities
 
 
20
 
 
 
-
 
 
 
11
 
 
 
82
 
 
 
-
 
 
 
113 
 
Current liabilities
 
 
2,259
 
 
 
-
 
 
 
1,098
 
 
 
3,290
 
 
 
(3,211)
 
 
 
3,436 
 
Long-term indebtedness
 
 
1,847
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
1,847 
 
Provisions and other
non-current
liabilities
 
 
3
 
 
 
-
 
 
 
4
 
 
 
668
 
 
 
-
 
 
 
675 
 
Other financial liabilities
 
 
-
 
 
 
-
 
 
 
80
 
 
 
152
 
 
 
-
 
 
 
232 
 
Intercompany payables
 
 
-
 
 
 
-
 
 
 
778
 
 
 
162
 
 
 
(940)
 
 
 
- 
 
Deferred tax
 
 
-
 
 
 
-
 
 
 
237
 
 
 
4
 
 
 
-
 
 
 
241 
 
Total liabilities
 
 
4,109
 
 
 
-
 
 
 
2,197
 
 
 
4,276
 
 
 
(4,151)
 
 
 
6,431 
 
Equity
           
 
 
Total equity
 
 
12,006
 
 
 
-
 
 
 
4,506
 
 
 
14,584
 
 
 
(19,090)
 
 
 
12,006 
 
Total liabilities and equity
 
 
16,115
 
 
 
-
 
 
 
6,703
 
 
 
18,860
 
 
 
(23,241)
 
 
 
18,437 
 
 
 
Thomson Reuters Annual Report 2024
   Page 79

Table of Contents
CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION
 
    
December 31, 2023
(millions of U.S. dollars)
 
Parent
 
Subsidiary
Issuer
 
Subsidiary
Guarantors
 
Non-

Guarantor
Subsidiaries
 
Eliminations
 
Consolidated 
Cash and cash equivalents   24   -   182   1,092   -   1,298 
Trade and other receivables   -   -   276   846   -   1,122 
Intercompany receivables   2,666   -   465   3,402   (6,533)   - 
Other financial assets   -   -   6   60   -   66 
Prepaid expenses and other current assets   -   -   212   223   -   435 
Current assets   2,690   -   1,141   5,623   (6,533)   2,921 
Property and equipment, net   -   -   200   247   -   447 
Computer software, net   -   -   49   1,187   -   1,236 
Other identifiable intangible assets, net   -   -   1,021   2,144   -   3,165 
Goodwill   -   -   3,803   2,916   -   6,719 
Equity method investments   -   -   -   2,030   -   2,030 
Other financial assets   116   -   6   322   -   444 
Other
non-current
assets
  -   -   116   502   -   618 
Intercompany receivables   188   -   2   778   (968)   - 
Investments in subsidiaries   14,572   -   489   3,943   (19,004)   - 
Deferred tax   -   -   -   1,104   -   1,104 
Total assets   17,566   -   6,827   20,796   (26,505)   18,684 
LIABILITIES AND EQUITY
                       
Liabilities
                       
Current indebtedness   372   -   -   -   -   372 
Payables, accruals and provisions   55   -   317   742   -   1,114 
Current tax liabilities   -   -   -   248   -   248 
Deferred revenue   -   -   337   655   -   992 
Intercompany payables   2,768   -   634   3,131   (6,533)   - 
Other financial liabilities   400   -   15   92   -   507 
Current liabilities   3,595   -   1,303   4,868   (6,533)   3,233 
Long-term indebtedness   2,905   -   -   -   -   2,905 
Provisions and other
non-current
liabilities
  2   -   6   684   -   692 
Other financial liabilities   -   -   76   161   -   237 
Intercompany payables   -   -   778   190   (968)   - 
Deferred tax   -   -   232   321   -   553 
Total liabilities   6,502   -   2,395   6,224   (7,501)   7,620 
Equity
                     
Total equity   11,064   -   4,432   14,572   (19,004)   11,064 
Total liabilities and equity   17,566   -   6,827   20,796   (26,505)   18,684 
 
 
Page 80   
Thomson Reuters Annual Report 2024

Table of Contents
Consolidated Financial Statements
Management’s Responsibility for the Consolidated Financial Statements
The management of Thomson Reuters Corporation (the “Company”) is responsible for the accompanying consolidated financial statements and other information included in this annual report. The financial statements have been prepared in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board, using the best estimates and judgments of management, where appropriate. Information presented elsewhere in this annual report is consistent with that in the financial statements.
The Company’s board of directors is responsible for ensuring that management fulfills its responsibilities in respect of financial reporting and internal control. The Audit Committee of the board of directors meets periodically with management and the Company’s independent auditor to discuss auditing matters and financial reporting issues. In addition, the Audit Committee approves the interim consolidated financial statements and recommends to the board of directors the approval of the annual consolidated financial statements and the annual appointment of the independent auditor. The board of directors has approved the information contained in the accompanying consolidated financial statements.
 
/s/ Steve Hasker
Steve Hasker
President and Chief Executive Officer
/s/
Michael Eastwood
Michael Eastwood
Chief Financial Officer
 
March 6, 2025
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is a process that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Thomson Reuters Corporation (the “Company”); (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management conducted an evaluation of the effectiveness of its system of internal control over financial reporting based on the framework and criteria established in
Internal Control - Integrated Framework (2013)
 issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as stated in its report which appears herein.
 
/s/ Steve Hasker
Steve Hasker
President and Chief Executive Officer
/s/
Michael Eastwood
Michael Eastwood
Chief Financial Officer
 
March 6, 2025
 
 
Thomson Reuters Annual Report 2024
   Page 81

Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Thomson Reuters Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statement of financial position of Thomson Reuters Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flow for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control – Integrated Framework (2013)
 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control - Integrated Framework (2013)
 issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
 
 
Page 82   
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Table of Contents
Recognition of the Canadian Deferred Tax Asset
As described in Notes 2 and 10 to the consolidated financial statements, deferred tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized, and are reduced to the extent that it is not probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. In evaluating deferred tax assets, management must make judgments to assess the future taxable profits and likely outcomes of unresolved tax audits associated with the relevant jurisdictions. In the year ended December 31, 2024, the Company recorded a $468 million tax benefit from the recognition of a deferred tax asset relating to new tax legislation enacted in Canada. The new legislation reduced the Company’s ability to deduct interest expense against its Canadian taxable income, thereby increasing Canadian taxable profits such that the Company now expects to utilize tax loss carryforwards and other tax attributes, which it had not previously recognized as a deferred tax asset.
The principal considerations for our determination that performing procedures relating to the recognition of the Canadian deferred tax asset is a critical audit matter are (i) the significant judgment by management when determining whether the deferred tax asset is more likely than not to be realized in the future and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the future taxable profits of the Canadian entities.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s establishment of the deferred tax asset. These procedures also included, among others, (i) evaluating the available evidence of future taxable profits of the Canadian entities; (ii) understanding and assessing management’s plans for these entities; and (iii) testing the completeness and accuracy of underlying data used in measuring and recognizing the deferred tax asset.
Uncertain Tax Positions
As described in Note 2 to the consolidated financial statements, the Company is subject to taxation in numerous jurisdictions and there are transactions within those jurisdictions for which the ultimate tax determination is uncertain. The Company maintains provisions for uncertain tax positions that it believes appropriately reflect its risk. These provisions are made using management’s best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, management performs an expected value calculation to determine its provisions. Management reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances. The estimate of uncertain tax positions includes estimates and assumptions regarding prices and values used to record intercompany transactions. As of December 31, 2024, the Company has recorded an aggregate provision of $294 million for uncertain tax positions (excluding interest) within its current and deferred tax accounts.
The principal considerations for our determination that performing procedures relating to the Company’s uncertain tax positions is a critical audit matter are (i) the significant judgment by management when determining the liability for uncertain tax positions; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and in evaluating audit evidence related to prices and values used to record intercompany transactions and the timely identification and accurate measurement of uncertain tax positions; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identification, recognition, and measurement of the liability for uncertain tax positions and controls addressing completeness of the uncertain tax positions. These procedures also included, among others (i) testing the information used in the calculation of the liability for uncertain tax positions, including intercompany agreements, international and Canadian domestic filing positions, and the related final tax returns; (ii) testing the calculation of the liability for uncertain tax positions by jurisdiction, including management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit expected to be sustained; (iii) testing management’s assessment of the identification of uncertain tax positions and possible outcomes of selected uncertain tax positions; and (iv) evaluating the status and results of income tax audits with the relevant tax authorities. Professionals with specialized skill and knowledge were used to assist in (i) evaluating the completeness of the identification and possible outcomes of the uncertain tax positions, including evaluating the reasonableness of management’s assessment of whether tax positions are probable to be sustained and the amount of potential benefit to be realized; and (ii) the application of relevant tax laws.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 6, 2025
We have served as the Company’s auditor since 2012.
 
 
Thomson Reuters Annual Report 2024
   Page 83

Table of Contents
THOMSON REUTERS CORPORATION
CONSOLIDATED INCOME STATEMENT
 
             
   Year ended December 31, 
 
 (millions of U.S. dollars, except per share amounts)
  
 Notes 
    
    2024
   
     2023
 
 CONTINUING OPERATIONS
       
 Revenues      3     
7,258
    6,794  
 Operating expenses      5     
(4,471)
    (4,134)  
 Depreciation      
(113)
    (116)  
 Amortization of computer software      
(618)
    (512)  
 Amortization of other identifiable intangible assets      
(91)
    (97)  
 Other operating gains, net      6     
144
    397  
 Operating profit      
2,109
    2,332  
 Finance costs, net:        
  Net interest expense
     8     
(125)
    (152)  
  Other finance income (costs)
     8     
45
    (192)  
 Income before tax and equity method investments      
2,029
    1,988  
 Share of
post-tax
earnings in equity method investments
     9     
40
    1,075  
 Tax benefit (expense)      10     
123
    (417)  
 Earnings from continuing operations
     
2,192
    2,646  
 Earnings from discontinued operations, net of tax      11     
15
    49  
 Net earnings            
2,207
    2,695  
 Earnings (loss) attributable to:        
  Common shareholders
     
2,210
    2,695  
  Non-controlling
interests
     
(3)
    -  
 Earnings per share
     12       
 Basic earnings per share:        
  From continuing operations
     
$4.86
 
$5.70  
  From discontinued operations
           
0.03
    0.11  
 Basic earnings per share            
$4.89
 
$5.81  
 Diluted earnings per share:        
  From continuing operations
     
$4.85
 
$5.69  
  From discontinued operations
           
0.04
    0.11  
 Diluted earnings per share            
$4.89
 
$5.80  
The related notes form an integral part of these consolidated financial statements.
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
THOMSON REUTERS CORPORATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
 
             
Year ended December 31, 
 
 (millions of U.S. dollars)
  
 Notes 
    
    2024
   
      2023
 
 Net earnings            
2,207
    2,695  
 Other comprehensive (loss) income        
 Items that have been or may be subsequently reclassified to net earnings:        
 Cash flow hedges adjustments to net earnings
     20     
97
    (30)  
 Cash flow hedges adjustments to equity
     20     
(84)
    22  
 Related tax expense on cash flow hedges adjustments to equity
     10     
(1)
    -  
 Foreign currency translation adjustments to equity
     20     
(173)
    130  
     
(161)
    122  
 Items that will not be reclassified to net earnings:
       
 Fair value adjustments on financial assets
     20     
13
    12  
 Related tax expense on fair value adjustments on financial assets
     10     
(2)
    -  
 Remeasurement on defined benefit pension plans
     27     
5
    -  
 Related tax expense on remeasurement on defined benefit pension
plans
     10     
(5)
    -  
             
11
    12  
 Other comprehensive (loss) income            
(150)
    134  
 Total comprehensive income            
2,057
    2,829  
 Comprehensive income (loss) for the period attributable to:        
 Common shareholders:        
 Continuing operations
     
2,050
    2,780  
 Discontinued operations
     
15
    49  
 Non-controlling
interests
           
(8)
    -  
 Total comprehensive income            
2,057
    2,829  
The related notes form an integral part of these consolidated financial statements.
 
 
Thomson Reuters Annual Report 2024
  
Page 85

Table of Contents
THOMSON REUTERS CORPORATION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
 
             
December 31,   
 
 (millions of U.S. dollars)
  
 Notes 
    
     2024
   
      2023
 
 ASSETS
       
 Cash and cash equivalents      13     
1,968
    1,298  
 Trade and other receivables      14     
1,087
    1,122  
 Other financial assets      20     
35
    66  
 Prepaid expenses and other current assets      15     
400
    435  
 Current assets      
3,490
    2,921  
 Property and equipment, net      16     
386
    447  
 Computer software, net      17     
1,453
    1,236  
 Other identifiable intangible assets, net      18     
3,134
    3,165  
 Goodwill      19     
7,262
    6,719  
 Equity method investments      9     
269
    2,030  
 Other financial assets      20     
442
    444  
 Other
non-current
assets
     21     
625
    618  
 Deferred tax      24     
1,376
    1,104  
 Total assets            
18,437
    18,684  
 LIABILITIES AND EQUITY
       
 Liabilities
       
 Current indebtedness      20     
973
    372  
 Payables, accruals and provisions      22     
1,091
    1,114  
 Current tax liabilities      
197
    248  
 Deferred revenue      3     
1,062
    992  
 Other financial liabilities      20     
113
    507  
 Current liabilities      
3,436
    3,233  
 Long-term indebtedness      20     
1,847
    2,905  
 Provisions and other
non-current
liabilities
     23     
675
    692  
 Other financial liabilities      20     
232
    237  
 Deferred tax      24     
241
    553  
 Total liabilities      
6,431
    7,620  
 Equity
       
 Capital      25     
3,498
    3,405  
 Retained earnings      
9,699
    8,680  
 Accumulated other comprehensive loss            
(1,191)
    (1,021)  
 Total equity            
12,006
    11,064  
 Total liabilities and equity            
18,437
    18,684  
Contingencies (note 31)
The related notes form an integral part of these consolidated financial statements.
These consolidated financial statements were approved by the Company’s board of directors on March 5, 2025.
 
/s/ David Thomson
  
/s/ Steve Hasker
David Thomson
  
Steve Hasker
Director
  
Director
 
 
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THOMSON REUTERS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOW
 
             
Year ended December 31, 
 
 (millions of U.S. dollars)
  
 Notes 
    
     2024
   
     2023
 
 Cash provided by (used in):
       
 OPERATING ACTIVITIES
       
 Earnings from continuing operations      
2,192
    2,646  
 Adjustments for:        
 Depreciation
     
113
    116  
 Amortization of computer software
     
618
    512  
 Amortization of other identifiable intangible assets
     
91
    97  
 Share of
post-tax
earnings in equity method investments
     9     
(40)
    (1,075)  
 Net gains on disposals of businesses and investments
     
(192)
    (336)  
 Deferred tax
     24     
(640)
    (388)  
 Other
     29     
151
    298  
 Changes in working capital and other items      29     
176
    457  
 Operating cash flows from continuing operations      
2,469
    2,327  
 Operating cash flows from discontinued operations            
(12)
    14  
 Net cash provided by operating activities            
2,457
    2,341  
 INVESTING ACTIVITIES
       
 Acquisitions, net of cash acquired      30     
(622)
    (1,216)  
 Proceeds related to disposals of businesses and investments   
7
  
326
    418  
 Proceeds from sales of LSEG shares      9     
1,854
    5,424  
 Capital expenditures      
(607)
    (544)  
 Other investing activities      9     
46
    137  
 Taxes paid on sales of LSEG shares and disposals of businesses            
(317)
    (705)  
 Investing cash flows from continuing operations      
680
    3,514  
 Investing cash flows from discontinued operations            
-
    (1)  
 Net cash provided by investing activities            
680
    3,513  
 FINANCING ACTIVITIES
       
 Repayments of debt      20     
(290)
    (600)  
 Net repayments under short-term loan facilities      20     
(139)
    (956)  
 Payments of lease principal      28     
(63)
    (58)  
 Payments for return of capital on common shares      25     
-
    (2,045)  
 Repurchases of common shares      25     
(639)
    (1,079)  
 Dividends paid on preference shares      
(5)
    (5)  
 Dividends paid on common shares      25     
(944)
    (887)  
 Purchase of
non-controlling
interests
     30     
(384)
    -  
 Other financing activities            
5
    4  
 Net cash used in financing activities            
(2,459)
    (5,626)  
 Translation adjustments            
(8)
    1  
 Increase in cash and cash equivalents      
670
    229  
 Cash and cash equivalents at beginning of period            
1,298
    1,069  
 Cash and cash equivalents at end of period      13     
1,968
    1,298  
 Supplemental cash flow information is provided in note 29.
       
 Interest paid, net of debt-related hedges   
8
  
(149)
    (201)  
 Interest received   
8
  
74
    81  
 Income taxes paid      29     
(551)
    (869)  
Interest received and interest paid are reflected as operating cash flows.
Income taxes paid are reflected as either operating or investing cash flows depending on the nature of the underlying transaction.
The related notes form an integral part of these consolidated financial statements.
 
 
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THOMSON REUTERS CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
 
(millions of U.S. dollars)
 
Stated
share
capital
   
Contributed
surplus
   
Total
capital
          
Retained
earnings
   
Unrecognized
gain (loss) on
financial
instruments
   
Foreign
currency
translation
adjustments
   
Total accumulated
other
comprehensive
loss (“AOCL”)
   
Shareholders’
equity
   
Non-
controlling
interests (see
note 30)
   
Total equity 
 
Balance, December 31, 2023  
1,901
 
1,504
 
3,405
   
8,680
 
21
 
(1,042)
 
(1,021)
 
11,064
 
-
 
11,064
Net earnings  
- 
 
- 
 
- 
   
2,210
 
- 
 
- 
 
- 
 
2,210
 
(3)
 
2,207
Other comprehensive income (loss)  
- 
 
- 
 
- 
         
- 
 
23
 
(168)
 
(145)
 
(145)
 
(5)
 
(150)
Total comprehensive income (loss)  
- 
 
- 
 
- 
         
2,210
 
23
 
(168)
 
(145)
 
2,065
 
(8)
 
2,057
Non-controlling
interests on acquisition of subsidiaries
 
- 
 
- 
 
- 
   
- 
 
- 
 
- 
 
- 
 
- 
 
388
 
388
Purchase of
non-controlling
interests
 
- 
 
- 
 
- 
   
(4)
 
- 
 
- 
 
- 
 
(4)
 
(380)
 
(384)
Transfer of gain on disposal of equity investments to retained earnings
 
- 
 
- 
 
- 
   
25
 
(25)
 
- 
 
(25)
 
- 
 
- 
 
- 
Dividends declared on preference shares  
- 
 
- 
 
- 
   
(5)
 
- 
 
- 
 
- 
 
(5)
   
(5)
Dividends declared on common shares
 
- 
 
- 
 
- 
   
(973)
 
- 
 
- 
 
- 
 
(973)
 
- 
 
(973)
Shares issued under Dividend Reinvestment Plan (“DRIP”)
 
29
 
- 
 
29
   
- 
 
- 
 
- 
 
- 
 
29
 
- 
 
29
Repurchases of common shares (see note 25)  
(15)
 
- 
 
(15)
   
(234)
 
- 
 
- 
 
- 
 
(249)
 
- 
 
(249)
Stock compensation plans  
152
 
(73)
 
79
                 
- 
 
- 
 
- 
 
79
 
- 
 
79
Balance, December 31, 2024  
2,067
 
1,431
 
3,498
         
9,699
 
19
 
(1,210)
 
(1,191)
 
12,006
 
-
 
12,006
                     
(millions of U.S. dollars)
 
Stated
share
capital
   
Contributed
surplus
   
Total
capital
          
Retained
earnings
   
Unrecognized
gain on financial
instruments
   
Foreign
currency
translation
adjustments
   
AOCL
   
Shareholders’
equity
   
Non-
controlling
interests
   
Total equity 
 
Balance, December 31, 2022     3,864       1,534       5,398         7,642       17       (1,172)       (1,155)       11,885       -       11,885  
Net earnings     -        -        -          2,695       -        -        -        2,695       -        2,695  
Other comprehensive income     -        -        -                -        4       130       134       134       -        134  
Total comprehensive income     -        -        -                2,695       4       130       134       2,829       -        2,829  
Return of capital on common shares (see note 25)
    (2,107)       60       (2,047)         -        -        -        -        (2,047)       -        (2,047)  
Dividends declared on preference shares     -        -        -          (5)       -        -        -        (5)       -        (5)  
Dividends declared on common shares     -        -        -          (908)       -        -        -        (908)       -        (908)  
Shares issued under DRIP     21       -        21         -        -        -        -        21       -        21  
Repurchases of common shares (see note 25)     (8)       -        (8)         (353)       -        -        -        (361)       -        (361)  
Pre-defined
share repurchase plan (see note 25)
    (11)       -        (11)         (389)       -        -        -        (400)       -        (400)  
Stock compensation plans     142       (90)       52               (2)       -        -        -        50       -        50  
Balance, December 31, 2023     1,901       1,504       3,405               8,680       21       (1,042)       (1,021)       11,064       -       11,064  
The related notes form an integral part of these consolidated financial statements.
 
 
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Thomson Reuters Corporation
Notes to Consolidated Financial Statements
(unless otherwise stated, all amounts are in millions of U.S. dollars)
Note 1: Summary of Business and Material Accounting Policies
General business description
Thomson Reuters Corporation is an Ontario, Canada corporation with common shares listed on the Toronto Stock Exchange (“TSX”) and on the U.S. stock exchange, Nasdaq Global Select Market (“Nasdaq”)
,
under the ticker symbol “TRI”
and its Series II preference shares are listed 
on the TSX. On February 25, 2025,
Thomson Reuters Corporation
voluntarily transferred its U.S. stock exchange listing to the Nasdaq from the New York Stock Exchange (“NYSE”) (see note 33).
Unless otherwise indicated or the context otherwise requires, references in these consolidated financial statements to the “Company” and “Thomson Reuters” are to Thomson Reuters Corporation and its subsidiaries.
The Company serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news.
These consolidated financial statements were approved by the Company’s board of directors on March 5, 2025.
Basis of preparation
These consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), on a going concern basis, under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving more judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 2.
References to “$” are to U.S. dollars, references to “C$” are to Canadian dollars, references to “£” are to British pounds sterling, references to “
” are to Euros and references to SEK are to Swedish Kronor.
Principles of consolidation
The consolidated financial statements of the Company include the accounts of all its subsidiaries.
Subsidiaries
Subsidiaries are entities over which the Company has control, where control is defined as having power over the investee, exposure, or rights, to variable returns from involvement with the investee, and the ability to use the power over the investee to affect the amount of those returns. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. Subsidiaries are fully consolidated from the date control is transferred to the Company and are
de-consolidated
from the date control ceases.
The Company generally uses cash rather than equity to acquire subsidiaries and applies the acquisition method of accounting as follows:
 
 
Acquisition cost is measured as the fair value of the assets given and liabilities incurred or assumed at the date of exchange, excluding transaction costs which are expensed as incurred;
 
 
Identifiable assets acquired and liabilities assumed are measured at their fair values at the acquisition date;
 
 
The excess of acquisition cost over the fair value of the identifiable net assets acquired is recorded as goodwill; and
 
 
Contingent cash consideration, a financial liability, is measured at fair value on the acquisition date, with subsequent changes in fair value recorded through the consolidated income statement.
Intercompany transactions between subsidiaries are eliminated in consolidation.
Non-controlling
interests represent third party shareholdings in a subsidiary controlled by the Company.
Non-controlling
interests are measured at fair value on the date acquired plus their proportionate share of subsequent changes in equity. The purchase of the remaining ownership interests from third-party shareholders are recorded directly in equity and are presented in financing activities within the consolidated statement of cash flow.
Equity method investees
Equity method investees are entities over which the Company has significant influence, but not control. Generally, the Company has a shareholding of between 20% and 50% of the voting rights in its equity method investees. Investments in equity method investees are accounted for using the equity method as follows:
 
 
Investments are initially recognized at cost and are reported in the consolidated statement of financial position;
 
 
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The Company’s share of post-acquisition profits or losses is recognized in the consolidated income statement and the Company’s share of other comprehensive income or losses is recognized in the consolidated statement of comprehensive income, and both are adjusted against the carrying amount of the investments;
 
 
When the Company’s share of losses equals or exceeds its interest in the investee, the Company does not recognize further losses, unless it has incurred obligations or made payments on behalf of the investee;
 
 
Gains and losses on transactions between the Company and its equity method investees are eliminated to the extent of the Company’s interest in these entities;
 
 
Dividends received or receivable from equity method investees are recognized as a reduction in the carrying amount of the investment. Dividends received are included within the investing activities section of the consolidated statement of cash flow; and
 
 
Equity method investees are assessed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable and at the end of each reporting period for indicators of impairment.
Upon loss of significant influence, any retained interest in the investee is remeasured to its fair value with the change in carrying amount recognized in other operating gains or losses in the consolidated income statement.
The accounting policies of subsidiaries and equity method investees were changed where necessary to conform with the Company’s policies.
Operating segments
The Company’s operating segments are organized around the customers it serves and are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (“CODM”). The Chief Executive Officer has authority for resource allocation and assessment of the Company’s performance and is therefore the CODM.
The accounting policies applied by the segments are the same as those applied by the Company.
Foreign currency
The consolidated financial statements are presented in U.S. dollars, which is the Company’s presentation currency. The financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (the “functional currency”).
 
 
Assets and liabilities of entities with functional currencies other than U.S. dollars are translated to U.S. dollars at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting translation adjustments are included in accumulated other comprehensive loss in shareholders’ equity. For entities operating in countries where the currency has been designated as hyperinflationary, the assets, liabilities and results of their operations are translated at the period end rates of exchange, after
re-indexing
the local currency balances for the most recent inflation rates.
 
 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions as well as from the translation of monetary assets and liabilities not denominated in the functional currency of the subsidiary, are recognized in the consolidated income statement, except for qualifying cash flow hedges which are deferred in accumulated other comprehensive loss in shareholders’ equity.
 
 
Foreign exchange gains and losses arising from borrowings and related hedging instruments, cash and cash equivalents, intercompany loans that are not permanent in nature and foreign exchange contracts are presented in the consolidated income statement within “Finance costs, net”.
 
 
Foreign exchange gains and losses related to certain intercompany loans that are permanent in nature are included in accumulated other comprehensive loss.
 
 
All other foreign exchange gains and losses are presented in the consolidated income statement within “Operating expenses”.
Accumulated foreign exchange gains and losses are recycled from accumulated other comprehensive loss to “Other operating gains or losses, net” or to discontinued operations, as applicable, within the consolidated income statement upon loss of control or significant influence of the applicable entity, including foreign exchange amounts relating to settled intercompany loans that had previously been considered permanent.
Revenue recognition
Revenues are recognized when control of the Company’s products or services is transferred to customers. The amount of revenues recognized reflects the consideration to which the Company expects to be entitled. Such consideration is net of estimated returns, discounts, value-added and other sales taxes.
The Company derives its revenues from selling information, software and services. Revenues are generally recognized as follows:
Recurring revenues
Recurring revenues are generally recognized on a ratable basis over the contract term.
 
 
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Recurring revenues primarily consist of fees to access products or services over time, such as Westlaw, Practical Law and many of the Company’s tax compliance products. These products are generally provided under subscription arrangements, which most customers renew at the end of each subscription term. Most subscription arrangements have terms that range from
one
to
five years
. Recurring revenues also include fees from software maintenance arrangements that
are
recognized over the maintenance period. Arrangements may be billed in advance or in arrears.
Transactions revenues
Transactions revenues are recognized primarily at a point in time and based on their type, as follows:
 
 
Volume-based revenues are recognized based on usage, such as certain fees related to online searches and tax filings, and transactions in the Company’s Confirmation, Reuters Events and SurePrep businesses;
 
 
Fees for software licenses with no future obligations are recognized at the point of delivery; and
 
 
Professional fees for service and consulting arrangements are recognized as services are performed, generally based on hours incurred, reflecting the continuous transfer of control to the customer.
Transactions revenues may be billed in advance or in arrears.
Print revenues
Print revenues that are sold under subscription agreements, which provide access to a library of print products as well as updates released during the subscription term, are generally recognized on a ratable basis over the contract term and may be billed in advance or in arrears. Revenues for print products that are not sold as part of a subscription arrangement are recognized at the point of shipment and billed at the same time.
Print revenues primarily consist of fees for content that is delivered primarily in traditional paper format.
The Company also considers the following when recognizing revenues:
Multiple performance obligations
Certain customer contracts include multiple products and services, which are accounted for as separate performance obligations when they are distinct. A product or service is distinct if a customer can benefit from it either on its own or with other readily available resources, and the promise to transfer the product or service is separately identifiable in the contract. The transaction price is allocated to the separate performance obligations based on the relative standalone selling price.
A series of distinct products or services is accounted for as a single performance obligation if the items in the series are substantially the same, have the same pattern of transfer and: (1) each distinct item in the series represents a performance obligation that would be satisfied over time, and (2) the measure to satisfy the performance obligation for each distinct item in the series is the same.
Certain arrangements include installation or implementation services. If these services are distinct, consideration is allocated to them and they are recognized as services are performed and included as transactions revenues. If the services are not distinct, they are recognized as part of the related subscription arrangement or as part of the related software license, as applicable.
Sales involving third parties
Revenues from sales of third-party content or services delivered on the Company’s platforms are recorded gross when the Company is a principal to the transaction, and net of costs when the Company is acting as an agent between the customer and the vendor. The Company considers several factors to determine whether it is acting as principal or an agent, most notably whether it is primarily responsible for (1) fulfilling the promise to provide the content or services, (2) setting the price, and (3) the credit risk for the amount billed to the customer.
Deferred revenue
Deferred revenue, a contract liability, is recorded when cash payments are received or due in advance of the transfer of the related products or services.
Contract costs
Incremental costs of obtaining a contract with a customer are recognized as an asset if the benefit of such costs is expected to be longer than one year. Such costs are amortized on a straight-line basis over the period that the product or service is transferred to the customer. Incremental costs include sales commissions to salespeople, account executives and sales management. Sales commissions on new customer contracts are generally paid at significantly higher rates than renewals. As such:
 
 
Assets related to new customer contracts are amortized over three years, which may anticipate renewal periods, as management estimates that this corresponds to the period over which a customer benefits from existing technology in the underlying product or service; and
 
 
Assets related to renewal of customer contracts are amortized over the term of the contract if they are commensurate with previous renewals commissions.
 
 
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The Company recognizes “Deferred commissions” short-term within “Prepaid expenses and other current assets” and “Deferred commissions” long-term within “Other
non-current
assets” in the consolidated statement of financial position.
The Company recognizes the incremental cost of obtaining a contract as an expense when incurred if the amortization period is one year or less.
Employee future benefits
The net periodic pension expense of defined benefit pension plans and other post-employment benefits is actuarially determined on an annual basis using the projected unit credit method. Past service cost arising from plan amendments is recognized immediately in the consolidated income statement.
The asset or liability recognized in the consolidated statement of financial position is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. All actuarial gains and losses that arise in calculating the present value of the defined benefit obligation and the fair value of plan assets are recognized immediately in retained earnings and included in the consolidated statement of comprehensive income. For funded plans, surpluses are recognized only to the extent that the surplus is considered recoverable. Recoverability is primarily based on the extent to which the Company can unilaterally reduce future contributions to the plan.
Payments to defined contribution plans are expensed as incurred.
Share-based compensation plans
The Company operates equity-settled share-based compensation plans under which it receives services from employees as consideration for equity instruments of the Company.
Share-based compensation expense is based on the grant date fair value of the awards expected to vest over the vesting period. The expense is recognized over the vesting period, which is the period over which the specified vesting conditions are satisfied. For awards with graded vesting, the fair value of each tranche is recognized over its respective vesting period. At the end of each reporting period, the Company reassesses its estimates of the number of awards that are expected to vest and recognizes the impact in the consolidated income statement.
Termination benefits
Termination benefits are generally payable when an employee is terminated before the normal retirement date. The associated charges are recognized when the Company can no longer withdraw the offer of termination benefits because it has communicated to the affected employees a termination plan that is unlikely to change, describing (a) the type and amount of benefits, (b) the number, job classifications or functions and locations of employees to be terminated and (c) the plan’s expected completion date.
Bonus plans
Liabilities for bonus plans are based on a formula that considers various financial metrics and certain adjustments. The Company recognizes an accrual where contractually obliged or where there is a past practice that has created a constructive obligation to make such compensation payments.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and investments with a short maturity (generally,
three months or less
)
 
from the date of acquisition
.
Trade receivables
Trade receivables are amounts due from customers from providing services or the sale of products in the ordinary course of business. Trade receivables are recognized initially at fair value and subsequently measured at amortized cost, less impairment. Trade receivables are classified as current assets if payment is due within one year or less.
The Company maintains an allowance for expected credit losses to provide for impairment of trade receivables. The expense relating to expected credit losses is included within “Operating expenses” in the consolidated income statement. The Company also maintains an allowance for sales adjustments. Revenues are recorded net of sales adjustments.
Property and equipment
Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives as follows:
 
 Buildings and building improvements
  
10-40 years  
 Computer equipment
   3 years
 Furniture, fixtures and other equipment
  
5-
7
years
 
 
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Right-of-use
lease assets included in property and equipment are depreciated over the shorter of the asset’s estimated useful life as noted above or the lease term, on a straight-line basis. Residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. Fully depreciated assets are retained in cost and accumulated depreciation accounts until such assets are removed from service. Gains or losses on the disposal of property and equipment are included within “Operating profit” in the consolidated income statement and computed as the proceeds from disposal netted against the related assets and accumulated depreciation. The proceeds are presented as an investing activity in the consolidated statement of cash flow.
Intangible assets
Computer software
Certain costs incurred in the development of software to be used internally or for providing services to customers are capitalized once a project has progressed beyond a conceptual, preliminary stage to that of application development. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Company are recognized as intangible assets when the following criteria are met:
 
 
It is technically feasible to complete the software product so that it will be available for use;
 
 
Management intends to complete the software product and use or sell it;
 
 
There is an ability to use or sell the software product;
 
 
It can be demonstrated how the software product will generate probable future economic benefits;
 
 
Adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and
 
 
The expenditure attributable to the software product during its development can be reliably measured.
Costs that qualify for capitalization include both internal and external costs but are limited to those that are directly related to the specific project. Computer software obtained from the acquisition of a business is recorded at fair value.
Computer software is amortized over its expected useful life, which ranges from three to five years and presented as “Amortization of computer software” in the consolidated income statement. Capitalized amounts, net of accumulated amortization, are presented as “Computer software, net” in the consolidated statement of financial position. Residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. Fully amortized assets are retained in cost and accumulated amortization accounts until such assets are removed from service.
Cloud computing arrangements
In a cloud computing arrangement, the Company is granted a right to access software and other technology capabilities at a third-party provider through the internet. These arrangements typically do not allow the Company to acquire, take possession or control the underlying assets of the provider. Costs associated with cloud computing arrangements are generally expensed as incurred because they generally do not meet software capitalization criteria.
The Company capitalizes costs to develop software that is hosted in the public cloud when:
 
 
It has the contractual right to take possession of the software from the cloud provider without significant penalty; and
 
 
It can demonstrate that it is feasible for the Company to run the software on its own hardware or that of another provider.
The Company capitalizes costs to migrate software from
on-premise
data centers to the public cloud when the software is either rebuilt specifically for the cloud or has been significantly optimized to run in a cloud environment.
Other identifiable intangible assets
Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives as follows:
 
 Trade names
  
5-
15
years
 Customer relationships
  
6-40 years
 Databases and content
  
5-30
 
years
 Other
  
10-30 years  
Useful lives are reviewed at the end of each reporting period and adjusted if appropriate.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition.
Impairment
When the recoverable amount of assets is less than their carrying amount, an impairment charge is recognized in the consolidated income statement. Impairment losses, other than those relating to goodwill, are evaluated for potential reversals when events or changes in circumstances warrant such consideration.
 
 
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Goodwill and Intangible assets
The carrying values of all intangible assets and goodwill are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable and at the end of each reporting period for indicators of impairment. Goodwill and identifiable intangible assets with indefinite lives are not amortized, but tested annually for impairment. The recoverable amount is the higher of an asset’s fair value less costs of disposal or its value in use. For purposes of impairment testing:
 
 
Goodwill is allocated to cash-generating units (“CGUs”) based on the level at which management monitors it. The Company’s CGUs are the same as its operating segments. Goodwill is allocated to its CGUs based on the expected benefits of each business combination in which the goodwill arose; and
 
 
Identifiable intangible assets with indefinite lives are comprised of the Reuters and West tradenames, reflecting their widespread brand recognition, long history, and expected future use. For purposes of impairment testing, the West tradename is allocated to the Legal Professionals, Corporates and Global Print CGUs as it primarily benefits those CGUs. As the Reuters tradename is considered a corporate asset because it is used in the Company’s name, its carrying value is compared to the excess fair value of all the Company’s CGUs for purposes of impairment testing.
Financial assets
The Company is exposed to normal credit risk with respect to its accounts receivable, and therefore maintains provisions for expected losses arising from
non-payment
and other sales adjustments. The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for expected credit losses are based on historical credit loss experience and calibrated, based on management’s judgment, with forward looking information about a debtor’s ability to pay.
The fair value measurement of other receivables and derivative instruments considers credit risk of the counterparty. The fair value measurement of equity investments that are accounted for as other financial assets considers information such as pricing from equity funding rounds and quoted prices.
Non-financial
assets
The carrying value of a
non-financial
asset with a finite life, such as property and equipment and computer software, is assessed for impairment whenever events or changes in circumstances indicate that its carrying value may not be recoverable and at the end of each reporting period for indicators of impairment. The recoverable amount is the higher of an asset’s fair value less costs of disposal or its value in use. An asset is assessed for impairment at the lowest level that the asset generates cash inflows that are largely independent of cash inflows from other assets. The lowest level may be an individual asset or a group of assets that form a CGU.
Disposal of long-lived assets and discontinued operations
Long-lived assets are classified as held for sale if the carrying amount will be recovered principally through a sale transaction rather than through continued use and such sale is considered highly probable. The criteria for classification as held for sale include a firm decision by management or the board of directors to dispose of a business or a group of selected assets in its present condition, an active marketing plan, and the expectation that such disposal will be completed within a
12-month
period. Assets held for sale are measured at the lower of their carrying amounts or their fair value less costs of disposal and are no longer depreciated. Gains and losses on the disposal of an entity include an allocation of goodwill. Assets held for sale are classified as discontinued operations if the operations and cash flows can be clearly distinguished operationally and for financial reporting purposes from the rest of the Company and they:
 
 
Represent a separate major line of business or geographical area of operations;
 
 
Are part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or
 
 
Are a subsidiary acquired exclusively with a view to resale.
Trade payables and accruals
Trade payables and accruals are obligations to pay for goods or services that have been acquired in the ordinary course of business. Amounts are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method. Trade payables and accruals are classified as current liabilities if payment is due within one year or less.
Provisions
Provisions represent liabilities of the Company for which the amount or timing is uncertain. Provisions are recognized when the Company has a present legal or constructive obligation due to past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognized for future operating losses. Provisions are measured at the present value of the expected expenditures to settle the obligation using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.
 
 
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Indebtedness
Debt is recognized initially at fair value, net of transaction costs. Debt is subsequently stated at amortized cost with any difference between the proceeds (net of transactions costs) and the redemption value recognized in the consolidated income statement over the term of the debt using the effective interest method. Where a debt instrument is in a fair value hedging relationship, a fair value adjustment is made to its carrying value to reflect hedged risk. Interest on indebtedness is expensed as incurred unless capitalized for qualifying assets in accordance with IAS 23,
Borrowing Costs
.
Debt is classified as a
non-current
liability, unless it is due to be settled within one year or less or the Company does not have the right to defer settlement of the liability for at least one year after the reporting period, at which time it is classified as a current liability.
Leases
A contract is or contains a lease if it conveys the right to control the use of an identified asset for a specified period in exchange for consideration. When the Company leases assets from third parties, the Company is the lessee. The Company does not have significant activity where it acts as the lessor, a transaction in which it leases assets to third parties.
Lessee
At the lease commencement date, a
right-of-use
asset for the underlying leased asset and corresponding lease liability are recognized in the consolidated statement of financial position measured on a present value basis. Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Company uses its incremental borrowing rate, which is the interest rate that the Company would pay to borrow funds to obtain an asset of a similar value to the
right-of-use
asset with a comparable security, economic environment and term.
The
right-of-use
asset is included in “Property and equipment, net”, and the lease liability is included in “Other financial liabilities”, current or long-term as appropriate, within the consolidated statement of financial position.
Right-of-use
assets are measured based on various factors including:
 
 
The initial amount of the lease liability;
 
 
Lease payments made at or before the commencement date; and
 
 
Initial direct costs and expected restoration costs.
Lease liabilities are measured as the present value of
non-cancellable
payments over the lease term, which may include:
 
 
Fixed payments (including
in-substance
fixed payments), less any lease incentives receivable;
 
 
Variable lease payments that are based on an index or a rate (including inflation-linked payments);
 
 
Amounts expected to be payable under residual value guarantees;
 
 
Exercise price of a purchase option if the Company is reasonably certain to exercise that option; and
 
 
Penalty payments for terminating the lease, if the lease term reflects the Company exercising that option.
Where exercise of renewal or termination options is deemed reasonably certain, such assumptions are reflected in the valuation of the
right-of-use
asset and lease liability. The reasonably certain assessment is made at the lease commencement date and
re-assessed
if there is a material change in circumstances supporting the assessment.
Lease payments are apportioned between the liability and a finance charge, which is reported within “Finance costs, net” in the consolidated income statement. The
right-of-use
asset is depreciated over the shorter of the asset’s useful life or the lease term on a straight-line basis and presented within “Depreciation” in the consolidated income statement.
Most of the Company’s leases are comprised of property leases, for which fixed payments covering lease and
non-lease
components are included in the value of the
right-of-use
assets and lease liabilities.
Payments for leases with a term of 12 months or less and certain
low-value
leases are recognized on a straight-line basis within “Operating expenses” in the consolidated income statement and are not recognized as
right-of-use
assets in the consolidated statement of financial position.
Financial assets
Purchases and sales of financial assets are recognized on the settlement date, which is the date the asset is delivered to or by the Company. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or were transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets are classified in the following categories at the time of initial recognition based on the purpose for which the financial assets were acquired:
Financial assets at fair value through the consolidated income statement
 
 
Classification
 
 
This category includes assets acquired primarily for the purpose of selling in the short-term, such as financial assets held for trading, or when designated by management. Examples include money market accounts, a receivable under an indemnification arrangement, contingent receivables, as well as foreign exchange contracts not designated as hedges for accounting purposes.

 
 
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Recognition and measurement
 
 
Financial assets in this category are initially recognized, and subsequently carried, at fair value, with changes recognized in the consolidated income statement. Transaction costs are expensed.
Financial assets at amortized cost
 
 
Classification
 
 
This category includes cash as well as trade and other receivables, which represent
non-derivative
financial assets that are held for the purpose of collecting their contractually fixed or determinable payments.
 
Recognition and measurement
 
 
Trade and other receivables are initially recognized at the transaction price and subsequently measured at amortized cost using the effective interest method. Allowances for expected credit losses provide for impairment of receivables.
Financial assets at fair value through other comprehensive income
 
 
Classification
 
 
These financial assets are
non-derivatives
that are irrevocably designated in this category. This category includes equity investments, which are not
held-for-trading
and do not qualify as associates accounted for under the equity method.
 
 
Recognition and measurement
 
 
These financial instruments are initially recognized at fair value plus transaction costs and are subsequently carried at fair value with changes recognized in other comprehensive income or loss. The amounts recorded in accumulated other comprehensive income or loss are not subsequently recycled to the consolidated income statement, but rather are reclassified directly to retained earnings.
Offsetting financial instruments
Financial assets and liabilities are offset and reported net in the consolidated statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or to simultaneously realize the asset and settle the liability. Bank overdrafts in cash pooling arrangements may only be netted against cash and cash equivalents when settlement occurs on or about the end of the reporting period.
Derivative financial instruments and hedging
Derivatives are initially recognized at fair value on the date a contract is entered into and are subsequently
re-measured
at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and the nature of the item being hedged.
At the inception of the transaction, the Company documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
Non-performance
risk, including the Company’s own credit risk, is considered when determining the fair value of financial instruments.
The Company designates certain derivatives as either:
 
 
Fair value hedges
 
 
These are hedges of the exposure to changes in fair value of a recognized asset or liability or unrecognized firm commitment. Changes in the fair value of derivatives that are designated as fair value hedges are recorded in the consolidated income statement together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
 
 
Cash flow hedges
 
 
These are hedges of the exposure to variability in cash flows of a recognized asset or liability or a highly probable forecast transaction. The effective portion of changes in the fair value of derivatives that are designated as a cash flow hedge is recognized in other comprehensive income or loss. The gain or loss relating to the ineffective portion is recognized immediately in the consolidated income statement. Additionally:
 
 
 
amounts in accumulated other comprehensive loss are recycled to the consolidated income statement in the period when the hedged item will affect earnings;
 
 
 
when a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss in accumulated other comprehensive loss remains in accumulated other comprehensive loss and is recognized when the forecast transaction is ultimately recognized in the consolidated income statement; and
 
 
 
when a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in accumulated other comprehensive loss is immediately recognized in the consolidated income statement.
 
 
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Derivatives that do not qualify for hedge accounting
Certain derivative instruments, while providing effective economic hedges, are not designated as hedges for accounting purposes. Changes in the fair value of derivatives that are not designated as hedges for accounting purposes are recognized within “Other finance income (costs)” in the consolidated income statement consistent with the underlying nature and purpose of the derivative instruments. Settlements from these instruments are classified within the cash flow line item where the economic hedge relationship exists in the consolidated statement of cash flow.
Taxation
Tax expense comprises current and deferred income tax. Tax is recognized in the consolidated income statement except to the extent it relates to items recognized in other comprehensive income or loss or directly in equity.
Current tax
Current tax expense is based on the results for the period as adjusted for items that are currently not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate based on amounts expected to be paid to the tax authorities. Interest on underpaid taxes is included within “Net interest expense” in the consolidated income statement.
Deferred tax
Deferred tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated statement of financial position. Deferred tax is calculated using regular tax rates and laws that have been enacted or substantively enacted at the end of each reporting period, and which are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. The Company does not adjust deferred tax balances for the impact of minimum tax rates that may apply in any given period.
Deferred tax liabilities:
 
 
Are generally recognized for all taxable temporary differences;
 
 
Are recognized for taxable temporary differences arising on investments in subsidiaries and associates, except where the reversal of the temporary difference can be controlled, and it is probable that the difference will not reverse in the foreseeable future or create a tax liability; and
 
 
Are not recognized on temporary differences that arise from goodwill that is not deductible for tax purposes.
Deferred tax assets:
 
 
Are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized; and
 
 
Are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are not recognized in respect of temporary differences that arise on initial recognition of assets and liabilities acquired other than in a business combination.
Accounting pronouncements effective in future periods
IAS 21,
The Effect of Changes in Foreign Exchange Rates
In August 2023, the IASB issued amendments to IAS 21, which provide guidance on the determination of an exchange rate to translate transactions and financial statements denominated or presented in a currency that is not exchangeable into another currency. The amendments are effective for reporting periods beginning January 1, 2025.
There will be no
material impact from the adoption of these amendments on
the Company’s
financial statements.
IFRS 18,
Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which will replace IAS 1,
 Presentation of Financial Statements
, and is effective for reporting periods beginning January 1, 2027. IFRS 18 will change the presentation of the Company’s financial statements and add new disclosure requirements. Specifically, the new standard requires:
 
 
The consolidated income statement to be structured according to operating, investing and financing categories, and include additional subtotals for “Operating Profit” and “Profit Before Financing and Income Taxes”;
 
 
Management-defined performance measurements (“MPM’s”), which represent certain of the Company’s
non-IFRS
measures, to be identified, defined, and have an explanation why each one is useful. Each MPM must be reconciled to the most directly comparable IFRS subtotal. All disclosures related to MPM’s must be disclosed in a single footnote within the consolidated financial statements; and
 
 
The application of enhanced guidance related to the grouping of financial information associated with amounts presented within the financial statements, otherwise known as aggregation or disaggregation.
 
 
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The Company is assessing the impact of IFRS 18 on its disclosures.
Amendments to IAS 7,
Statement of Cash Flows
The amendments were issued to align the presentation of the statement of cash flows, as prepared under the indirect method, to the changes prescribed to the income statement under IFRS 18.
Both IFRS 18 and the amendments to IAS 7 are disclosure related and do not impact the Company’s results of operations, financial condition, or cash flows.
Amendments to IFRS 9 and IFRS 7,
Amendments to the Classification and Measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9,
Financial Instruments
and IFRS 7,
Financial Instruments: Disclosures
. The amendments introduce:
 
 
An election permitting derecognition of financial liabilities that are settled through an electronic payment system before the actual settlement date, if certain conditions are met; and
 
 
Expanded disclosures for (a) investments in equity instruments and (b) financial liabilities that have features unrelated to basic lending risks, such as achieving sustainability targets, that could affect the cash flows of those liabilities.
The amendments are effective for reporting periods beginning on January 1, 2026. The Company is assessing the impact of the amendments on its financial statements and its disclosures.
Other pronouncements issued by the IASB and International Financial Reporting Interpretations Committee (“IFRIC”) are not applicable or consequential to the Company.
Note 2: 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. Accounting estimates will, by definition, seldom equal the actual results.
The Company continues to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth, and an evolving interest rate and inflationary backdrop, among other factors. While the Company is closely monitoring these conditions to assess potential impacts on its businesses, some of management’s estimates and judgments may be more variable and may change materially in the future due to the significant uncertainty created by these circumstances.
The following discussion sets forth management’s:
 
 
Most critical estimates and assumptions in determining the value of assets and liabilities; and
 
 
Most critical judgments in applying accounting policies.
Critical accounting estimates and assumptions
Allowance for expected credit losses and sales adjustments
The Company must assess whether accounts receivable are collectible from customers. Accordingly, management establishes an allowance for expected losses arising from
non-payment
and other sales adjustments, taking into consideration customer creditworthiness, current economic trends, experience and expected credit losses. If future collections differ from estimates, future earnings would be affected. As of December 31, 2024, the combined allowances were $55 million, or 5%, of the gross trade accounts receivable balance of $1,113 million. An increase to the reserve based on 1% of accounts receivable would have decreased
pre-tax
earnings by approximately $11 million for the year ended December 31, 2024.
Computer software
Computer software represented $1,453 million of total assets in the consolidated statement of financial position as of December 31, 2024, and included internally developed computer software as well as computer software acquired in business combinations.
Most expenditures for internally developed computer software relate to product development and enhancements. Management exercises judgment in determining the development activities that meet capitalization criteria. Software acquired through business combinations is recorded at fair value, which is estimated at the acquisition date, based on, among other factors, cash flow projections from the use or sale of the asset, the weighted-average cost of capital and the remaining useful life, all of which require judgment.
For all software, management must estimate the expected period of benefit over which amounts recognized as assets should be amortized. The basis of these estimates includes the timing of technological obsolescence, economic and competitive pressures, historical experience and internal business plans for the use of the software. Due to rapidly changing technology and the uncertainty of the software development process itself, future results could be affected if management’s current assessment of its software projects differs from actual performance.
 
 
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Other identifiable intangible assets and goodwill
Other identifiable intangible assets and goodwill represented $3,134 million and $7,262 million, respectively, of total assets in the consolidated statement of financial position as of December 31, 2024. Other identifiable intangible assets and goodwill arise out of business combinations. Business combinations are accounted for under the acquisition method of accounting, which requires the Company to identify and attribute values to the intangible assets acquired based on their estimated fair value as well as to estimate their useful lives. These determinations involve significant estimates and assumptions regarding cash flow projections, economic risk and weighted-average cost of capital. The excess of acquisition cost over the fair value of identifiable net assets acquired is recorded as goodwill.
Subsequent to acquisition, the Company tests other identifiable intangible assets and goodwill for impairment as required. The outcome of these tests is highly dependent on management’s latest estimates and assumptions regarding cash flow projections, economic risk and weighted-average cost of capital. Specifically, cash flow projections could be impacted by deterioration in macroeconomic conditions, including potential impacts of regulation on customers, changes in customer buying patterns or competitive pressures. The Company’s assumption of perpetual growth could be impacted by changes in long-term outlooks for global inflation. Additionally, the discount rate, tax rate and EBITDA multiples used in various impairment tests are based on those for comparable companies, which are driven by market conditions and prevailing tax laws.
If future events or results differ adversely from the estimates and assumptions made at acquisition or as part of subsequent impairment tests, the Company could record increased amortization or impairment charges in the future.
See note 19 for discussion of the annual impairment testing of goodwill.
Employee future benefits
The Company sponsors defined benefit plans providing pension and other post-employment benefits to covered employees. The Company’s most significant defined benefit plans no longer accrue benefits to active employees. The determination of benefit costs associated with employee future benefits requires assumptions such as the discount rate, which is used to measure benefit plan obligations and the net interest income (expense) on the net benefit plan assets (obligations). Other significant assumptions include expected mortality and the expected rate of increase with respect to certain future pension payments. In the third quarter of 2024, retiree medical benefits in the U.S. were amended with effect from January 1, 2025 to transition to a health reimbursement arrangement (“HRA”) where the Company provides a fixed subsidy to plan participants that may be used to purchase healthcare insurance on the individual marketplace. This amendment eliminates the need for management to estimate healthcare cost inflation trends and claims frequency. Because the determination of the cost and obligations associated with employee future benefits requires the use of various assumptions, there is measurement uncertainty inherent in the actuarial valuation process. Actual results will differ from results which are estimated based on assumptions. See note 27.
Income taxes
The Company computes an income tax provision in each of the jurisdictions in which it operates. These income tax provisions include amounts that are based upon the Company’s estimates and assumptions regarding prices and values used to record intercompany transactions. Actual amounts of income tax expense only become final upon filing and acceptance of the tax return by the relevant authorities, which occurs after the issuance of the financial statements.
Additionally, estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the ability to use the underlying future tax deductions before they expire against future taxable income. The assessment is based upon existing tax laws and estimates of future taxable income. To the extent estimates differ from the final tax return, earnings would be affected in a subsequent period.
In interim periods, the income tax provision is based on estimates of full-year earnings by jurisdiction. The average annual effective income tax rates are
re-estimated
at each interim reporting date. To the extent that forecasts differ from actual results, adjustments are recorded in subsequent periods. See note 10 for further details on income taxes including a discussion on sensitivity.
The Company has deferred tax assets in connection with the intercompany transfer of certain operations. The determination of these assets requires management to make significant estimates and assumptions about the fair value of the related operations. Critical estimates include, but are not limited to, internal revenue and expense forecasts and discount rates, while critical assumptions include those regarding macroeconomic conditions and prevailing tax laws. The discount rates used in the income method to reduce expected future cash flows to present value are derived from a weighted-average cost of capital analysis and are adjusted to reflect the inherent risks related to the cash flow. Although the Company believes its assumptions and estimates are reasonable and appropriate, they are based in part on historical experience and are inherently uncertain. Unanticipated events and circumstances may occur that could differ adversely from the Company’s assumptions and estimates, which could require the Company to reduce its deferred tax assets in future periods.
 
 
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Critical judgments in applying accounting policies
Revenue recognition
To determine the appropriate revenue recognition for its products and services, management must assess whether multiple products and services in customer contracts are distinct performance obligations that should be accounted for separately, or whether they must be accounted for together. In making the determination, management considers, for example, whether the Company regularly sells a product or service separately, or whether the products or services are highly interrelated. Management must also determine the standalone selling price (“SSP”) for each distinct performance obligation. The Company typically has more than one SSP for individual products and services due to the stratification of its offerings by customer. As a result, management determines the SSP taking into consideration market conditions and other factors, including the value of its contracts, the product or service sold, the customer’s market, geographic location and the number and types of users in each contract. Finally, management must also estimate the period over which to amortize assets arising from incremental costs of obtaining a contract. As management estimates that this period corresponds to the period over which a customer benefits from existing technology in the underlying product or service, this judgment is closely linked with the determination of software amortization periods.
Uncertain tax positions
The Company is subject to taxation in numerous jurisdictions and is routinely under audit by many different taxing authorities in the ordinary course of business. There are many transactions and calculations in the course of business for which the ultimate tax determination is uncertain, as taxing authorities may challenge some of the Company’s positions and propose adjustments or changes to its tax filings. As a result, the Company maintains provisions for uncertain tax positions that it believes appropriately reflect its risk. These provisions are made using the Company’s best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, the Company performs an expected value calculation to determine its provisions. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances. Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from the Company’s provisions. Where the outcome of these
tax-related
matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. As of December 31, 2024, the
Company has recorded an aggregate provision of
$294 
million
for uncertain tax positions (excluding interest) within its current and deferred tax accounts as appropriate, in the consolidated statement of financial position.
Deferred Tax Assets
Deferred tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized, and are reduced to the extent that it is not probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. In evaluating deferred tax assets, management must make judgments to assess the future taxable profits and likely outcomes of unresolved tax audits associated with the relevant jurisdictions. As of December 31, 2024, the Company had deferred tax assets of $1,832 million and unrecognized deferred tax assets of $681 million (see note 24).
Note 3: Revenues
Revenues by type and geography
The following tables disaggregate revenues by type and geography and reconcile them to reportable segments (see note 4).
 
 Revenues by type
 
Legal
Professionals
 
 
Corporates
 
 
Tax & Accounting
Professionals
 
 
Reuters News
 
 
Global Print
 
 
Eliminations/
Rounding
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended December 31,
 
 2024
 
 
 2023
 
 
 2024
 
 
 2023
 
 
 2024
 
 
 2023
 
 
 2024
 
 
 2023
 
 
 2024
 
 
 2023
 
 
 2024
 
 
 2023
 
 
 2024
 
 
 2023
 
 Recurring
 
 
2,828
 
 
 
2,674
 
 
 
1,543
 
 
 
1,373
 
 
 
867
 
 
 
808
 
 
 
668
 
 
 
625
 
 
 
-
 
 
 
-
 
 
 
(24)
 
 
 
(22)
 
 
 
5,882
 
 
 
5,458
 
 Transactions
 
 
94
 
 
 
133
 
 
 
301
 
 
 
247
 
 
 
298
 
 
 
250
 
 
 
164
 
 
 
144
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
857
 
 
 
774
 
 Global Print
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
519
 
 
 
562
 
 
 
-
 
 
 
-
 
 
 
519
 
 
 
562
 
 Total
 
 
2,922
 
 
 
2,807
 
 
 
1,844
 
 
 
1,620
 
 
 
1,165
 
 
 
1,058
 
 
 
832
 
 
 
769
 
 
 
519
 
 
 
562
 
 
 
(24)
 
 
 
(22)
 
 
 
7,258
 
 
 
6,794
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Revenues by geography
(1)
 
Legal
Professionals
 
 
Corporates
 
 
Tax & Accounting
Professionals
 
 
Reuters News
 
 
Global Print
 
 
Eliminations/
Rounding
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended December 31,
 
2024
 
 
2023
 
 
2024
 
 
2023
 
 
2024
 
 
2023
 
 
2024
 
 
2023
 
 
2024
 
 
2023
 
 
2024
 
 
2023
 
 
2024
 
 
2023
 
 U.S.
 
 
2,352
 
 
 
2,282
 
 
 
1,431
 
 
 
1,314
 
 
 
926
 
 
 
840
 
 
 
219
 
 
 
173
 
 
 
400
 
 
 
420
 
 
 
(24)
 
 
 
(22)
 
 
 
5,304
 
 
 
5,007
 
 Canada (country of  domicile)
 
 
103
 
 
 
82
 
 
 
14
 
 
 
12
 
 
 
38
 
 
 
37
 
 
 
6
 
 
 
7
 
 
 
44
 
 
 
65
 
 
 
-
 
 
 
-
 
 
 
205
 
 
 
203
 
 Other
 
 
31
 
 
 
28
 
 
 
85
 
 
 
79
 
 
 
155
 
 
 
135
 
 
 
9
 
 
 
9
 
 
 
12
 
 
 
13
 
 
 
-
 
 
 
-
 
 
 
292
 
 
 
264
 
 Americas (North America,
Latin America, South America)
 
 
2,486
 
 
 
2,392
 
 
 
1,530
 
 
 
1,405
 
 
 
1,119
 
 
 
1,012
 
 
 
234
 
 
 
189
 
 
 
456
 
 
 
498
 
 
 
(24)
 
 
 
(22)
 
 
 
5,801
 
 
 
5,474
 
 U.K.
 
 
272
 
 
 
262
 
 
 
141
 
 
 
118
 
 
 
25
 
 
 
23
 
 
 
425
 
 
 
409
 
 
 
35
 
 
 
36
 
 
 
-
 
 
 
-
 
 
 
898
 
 
 
848
 
 Other
 
 
43
 
 
 
40
 
 
 
120
 
 
 
49
 
 
 
4
 
 
 
6
 
 
 
121
 
 
 
117
 
 
 
6
 
 
 
6
 
 
 
-
 
 
 
-
 
 
 
294
 
 
 
218
 
 EMEA (Europe, Middle East and Africa)
 
 
315
 
 
 
302
 
 
 
261
 
 
 
167
 
 
 
29
 
 
 
29
 
 
 
546
 
 
 
526
 
 
 
41
 
 
 
42
 
 
 
-
 
 
 
-
 
 
 
1,192
 
 
 
1,066
 
 Asia Pacific
 
 
121
 
 
 
113
 
 
 
53
 
 
 
48
 
 
 
17
 
 
 
17
 
 
 
52
 
 
 
54
 
 
 
22
 
 
 
22
 
 
 
-
 
 
 
-
 
 
 
265
 
 
 
254
 
 Total
 
 
2,922
 
 
 
2,807
 
 
 
1,844
 
 
 
1,620
 
 
 
1,165
 
 
 
1,058
 
 
 
832
 
 
 
769
 
 
 
519
 
 
 
562
 
 
 
(24)
 
 
 
(22)
 
 
 
7,258
 
 
 
6,794
 
 
(1)
Revenues by geography are based on the location of the customer. Revenues from the Reuters News agreement with LSEG’s Data & Analytics business, the Company’s largest customer, are included in the U.K.
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
Contract liabilities
 
  
  
December 31,
  
  
  2024
  
  2023
  
  2022
Deferred revenue   
1,062
   992    886
Deferred revenue as of December 31, 2024 increased compared to the balance as of December 31, 2023 as cash payments received or due in advance of satisfying performance obligations exceeded $955 million of revenues recognized from the deferred revenue balance at the beginning of the period.
Deferred revenue as of December 31, 2023 increased compared to the balance as of December 31, 2022 as cash payments received or due in advance of satisfying performance obligations exceeded $838 million of revenues recognized from the deferred revenue balance at the beginning of the period.
Costs to obtain a contract
Amortization of deferred commissions was $142 million and $157 million for the years ended December 31, 2024 and 2023, respectively, and was recorded
within “Operating expenses” in the consolidated income statement.
Remaining performance obligations
As of December 31, 2024, remaining performance obligations were $18.0 billion (2023 - $17.1 billion), including the portion recorded as deferred revenue. The Company expects to recognize these revenues as follows:
 

  
  
  December 31,
 
  
  
   2024
 
  
   2023
 
 1 year   
27%
     26%  
 Between 1 and 2 years   
14%
     13%  
 Between 2 and 3 years   
9%
     8%  
 Later than 3 years     
50%
       53%  
The remaining performance obligations later than three years largely relates to an agreement between Reuters News and LSEG’s Data & Analytics business pursuant to which Reuters News supplies news and information services to LSEG for a minimum amount of revenue through October 1, 2048. In 2024, the Company recorded $
384 million (2023 - $368 million) of revenues under this agreement, which represent the current minimum annual value. However, these revenues may increase further as the contract requires adjustments related to changes in the consumer price index and foreign exchange rates. As permitted by IFRS 15,
Revenue from Contracts with Customers
, the
Company
excluded performance obligations for contracts with an original expected duration of less than one year from its disclosure.
Note 4: Segment Information
The Company is organized as five reportable segments, reflecting how the businesses are managed. The segments offer products and services to target customers as described below.
Legal Professionals
Serves law firms and governments with research and workflow products powered by leading-edge technologies, including generative AI, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools and analytics.
Corporates
Serves corporations, ranging from small businesses to multinational organizations, including the seven largest global accounting firms, with the Company’s full suite of content-driven products, powered by leading-edge technologies, including generative AI, and integrated compliance workflow solutions to help them achieve their business outcomes.
Tax & Accounting Professionals
Serves tax, audit and accounting firms (other than the seven largest, which are served by the Corporates segment) with research and workflow products powered by leading-edge technologies, including generative AI.
Reuters News
Supplies business, financial and global news to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial firms exclusively via LSEG products.
Global Print
Provides legal and tax information primarily in print format to customers around the world and provides commercial printing services to a wide range of book publishers.

 
 
Thomson Reuters Annual Report 2024
   Page 101

Table of Contents
The Company also reports “Corporate costs”, which includes expenses for corporate functions and does not qualify as a reportable segment.
Information by segment and reconciliations to the consolidated income statement are set forth below:
 
    
Legal
Professionals
   
Corporates
   
Tax & Accounting
Professionals
   
Reuters News
   
Global Print
   
Eliminations/
Rounding
   
Total
 
 Year ended December 31,
 
2024
    2023    
2024
    2023    
2024
    2023    
2024
    2023    
2024
    2023    
2024
    2023    
2024
    2023  
 Revenues  
2,922
    2,807    
1,844
    1,620    
1,165
    1,058    
832
    769    
519
    562    
(24)
    (22)    
7,258
    6,794  
 Staff costs
(1)
 
(936)
    (913)    
(678)
    (615)    
(327)
    (305)    
(439)
    (411)    
(171)
    (173)    
-
    -    
(2,551)
    (2,417)  
 Goods and services
(1)
 
(539)

    (450)    
(396)
      (299)    
(267)
      (234)    
(166)
      (157)    
(125)
      (142)    
24
    22    
(1,469)
      (1,260)  
 Other expenses  
(146)
      (146)    
(105)
      (90)    
(44)
      (40)    
(33)
      (30)    
(35)
      (34)        
-
       
-
   
(363)
      (340)  
 Fair value adjustments on acquired deferred revenue
 
 
1
 
 
 
1

 
 
 
6

 
 
 
3

 
 
 
-

 
 
 
11

 
 
 
2

 
 
 
1

 
 
 
-

 
 
 
-

 
 
 
 
-

 
 
 
-

 
 
9
 
 
 
16
 
 Reportable segments adjusted EBITDA
 
1,302
    1,299    
671
    619    
527
    490    
196
    172    
188
    213    
-
    -    
2,884
    2,793  
 Corporate costs
                         
(105)
    (115)  
 Remove fair value adjustments on acquired deferred revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(9)

 
 
 
(16)

 
 Fair value adjustments (see note 5)
                         
17
    (2)  
 Depreciation
                         
(113)
    (116)  
 Amortization of computer software
                         
(618)
    (512)  
 Amortization of other identifiable intangible assets
                         
(91)
    (97)  
 Other operating gains, net
                                                                                                 
144
    397  
 Operating profit
                         
2,109
    2,332  
 Net interest expense
                         
(125)
    (152)  
 Other finance income (costs)
                         
45
    (192)  
 Share of
post-tax
earnings in equity method investments
                         
40
    1,075  
 Tax benefit (expense)
                                                                                                 
123
    (417)  
 Earnings from continuing operations
                                                                                                 
2,192
    2,646  
 
(1)
Refer to note 5 for components of staff costs and definition of goods and services.
Reuters News revenues included $24 million and $22 million in 2024 and 2023, respectively, primarily from content-related services that it provided to the Legal Professionals, Corporates and Tax & Accounting Professionals segments.
In accordance with IFRS 8,
Operating Segments
, the Company discloses certain information about its reportable segments. The Company implemented the IFRIC agenda decision on segment reporting issued in July 2024 that clarified specific disclosure requirements in IFRS 8 to include material expense items included in the segment profitability measure used by management in assessing the performance of those reportable segments. The profitability measure is defined below and may not be comparable to similar measures of other companies.
Segment Adjusted EBITDA
 
 
Segment adjusted EBITDA represents earnings or loss from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of computer software and other identifiable intangible assets, the Company’s share of
post-tax
earnings or losses in equity method investments, other operating gains and losses, certain asset impairment charges, corporate related items and fair value adjustments, including those related to acquired deferred revenue.
 
 
The Company does not consider these excluded items to be controllable operating activities for purposes of assessing the current performance of the reportable segments.
 
 
Each segment includes an allocation of costs, based on usage or other applicable measures, for centralized support services such as technology-related services, commercial operations, marketing costs, and product and content development. Additionally, product costs are allocated when one segment sells products managed by another segment.
Revenues by Classes of Similar Products or Services

  
  
  Year ended December 31, 
 
  
  
2024
 
  
2023
 
Electronic, software & services   
6,739
     6,232  
Global Print   
519
     562  
Total   
7,258
     6,794  
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
Non-current
Assets by Geography
 
 Geographic Information
  
  Non-Current Assets
(1)
 
     
 December 31,
 
     
 2024
    
   2023
 
 U.S.   
7,190
     9,029  
 Canada (country of domicile)   
1,014
     1,037  
 Other   
177
     182  
 Americas (North America, Latin America, South America)   
8,381
     10,248  
 Switzerland   
2,074
     1,993  
 U.K.   
1,431
     1,321  
 Other   
639
     47  
 EMEA (Europe, Middle East and Africa)   
4,144
     3,361  
 Asia Pacific   
104
     116  
 Total   
12,629
     13,725  
 
(1)
Non-current
assets are primarily comprised of property and equipment, computer software, other identifiable intangible assets, goodwill and investments in equity method investees.
Note 5: Operating Expenses
The components of operating expenses include the following:
 
     
  Year ended December 31,
 
     
    2024
    
   2023
 
 Salaries, commissions and allowances   
2,415
     2,296  
 Share-based payments   
87
     83  
 Post-employment benefits   
121
     115  
 Total staff costs   
2,623
     2,494  
 Goods and services
(1)
  
1,502
     1,295  
 Content   
289
     265  
 Telecommunications   
39
     39  
 Facilities   
35
     39  
 Fair value adjustments
(2)
  
(17)
     2  
 Total operating expenses   
4,471
     4,134  
 
(1)
Goods and services include technology-related expenses, professional fees, consulting, contractors, marketing and other general and administrative costs.
 
(2)
Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business.
Note 6: Other Operating Gains, Net
Other operating gains, net, were $144 million for the year ended December 31, 2024 as $196 million
of gains from the sales of FindLaw and certain other
non-core
businesses (see note 7), which were partly offset by an impairment of an equity method investment due to a decline in the value of the Company’s commercial real estate holding, acquisition-related deal costs, and costs related to a legal provision, and other items.
Other operating gains, net, were $397 million for the year ended December 31, 2023 due to a $342 million gain on the sale of a majority interest in the Company’s Elite business (see note 7), $42 million of gains on the sale of two wholly-owned Canadian subsidiaries to a company affiliated with Woodbridge, the Company’s principal shareholder (see note 32), and a gain on the sale of real estate.
Note 7: Divestitures
In December 2024, the Company sold its FindLaw business in a transaction valued at up to $410 
million, as well as certain other non-core businesses, which were individually not material to the results of operations. FindLaw, an operator of an online legal directory and provider of website creation and hosting services, law firm marketing solutions, and peer rating services, was reported within the Legal segment. The consideration received in December 2024 from the sale of FindLaw and the other non-core businesses consisted of
$297 million in cash
proceeds and $88
million of contingent receivables, which are subject to meeting certain transition milestones and revenue targets over the next six to eighteen months. The contingent receivables have been included in “Other financial assets”, current and
non-current
as appropriate, in the consolidated statement of financial position. The gain on sale of FindLaw and the other
non-core
businesses was $
196
 million in aggregate.
 
 
Thomson Reuters Annual Report 2024
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In June 2023, the Company sold a majority interest in its Elite business, a provider of financial and practice management solutions to law firms, to TPG, a global alternative asset management firm, for proceeds of $418 million. The Company retained a 19.9% minority interest in Elite valued at $87 million (see note 9). The gain on sale of Elite was $342 million.
The net assets disposed and gain on the above transactions were as follows:
 

  
  
   Year ended December 31,
 
  
  
2024
 
  
2023
 
 Consideration received or receivable:      
 Cash and cash equivalents   
297
     418  
 Fair value of contingent consideration   
88
     -  
 Total consideration   
385
     418  
 Trade and other receivables   
(23)
     (51)  
 Prepaid expenses and other current assets   
(24)
     (13)  
 Computer software   
(25)
     (36)  
 Goodwill   
(87)
     (104)  
 Other
non-current
assets
  
(17)
     (2)  
 Total assets   
(176)
     (206)  
 Payables, accruals and provisions   
-
     11  
 Deferred revenue   
2
     49  
 Total liabilities   
2
     60  
 Net assets disposed   
(174)
     (146)  
 Opening balance 19.9% equity investment in Elite   
-
     87  
 Other   
(15)
     (17)  
 Gain on sale before income tax   
196
     342  
Note 8: Finance Costs, Net
The components of finance costs, net, include interest expense (income) and other finance (income) costs as follows:
 
     
   Year ended December 31,
 
     
2024
    
2023
 
 Interest expense:      
 Debt
  
140
     193  
 Derivative financial instruments - hedging activities
  
-
     (1)  
 Other, net
(1)
  
23
     10  
 Fair value losses (gains) on cash flow hedges, transfer from equity (see note 20)   
88
     (30)  
 Net foreign exchange (gains) losses on debt   
(88)
     30  
 Net interest expense - debt and other   
163
     202  
 Net interest expense - leases   
14
     9  
 Net interest expense - pension and other post-employment benefit plans   
24
     25  
 Interest income   
(76)
     (84)  
 Net interest expense   
125
     152  
 
(1)
The year ended December 31, 2023 included $12 million of benefits related to the reversal of accrued interest associated with the release of tax reserves (see note 10).
 
     
   Year ended December 31,
 
     
2024
    
2023
 
 Net (gains) losses due to changes in foreign currency exchange rates   
(57)
     65  
 Net losses on derivative instruments   
2
     132  
 Other   
10
     (5)  
 Other finance (income) costs   
(45)
     192  
Net (gains) losses due to changes in foreign currency exchange rates were principally comprised of amounts related to certain intercompany funding arrangements.
 
 
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Net losses on derivative instruments related to foreign exchange contracts that were intended to reduce foreign currency risk on a portion of the Company’s indirect investment in LSEG, which was denominated in British pounds sterling. In May 2024, the Company settled its remaining foreign exchange
contracts
in
conjunction
with the sale of its remaining shares in LSEG (see notes 9 and 20).
Note 9: Equity Method Investments
Equity method investments in the consolidated statement of financial position were comprised of the following:
 
        
  December 31,
 
     
    2024
    
   
2023
 
 YPL   
30
     1,798  
 Other equity method investments   
239
     232  
 Total equity method investments   
269
     2,030  
As of
 
December 31, 2024, total equity method investments primarily included the Company’s 19.9% minority interest in Elite (see note 7), the Company’s investment in 3 Times Square Associates LLC (“3XSQ Associates”), the Company’s ownership interest in a company affiliated with Pagero, which was acquired in January 2024 (see note 30), and its investment in York Parent Limited and its subsidiaries (“YPL”). The investment in YPL represented the Company’s indirect investment in LSEG shares, which it held through its direct investment in YPL, an entity incorporated under the laws of the Cayman Islands and jointly owned by the Company and Blackstone’s consortium (comprised of The Blackstone Group and its subsidiaries, and private equity funds affiliated with Blackstone). Refer to note 32 for related party transactions with equity method investees.
In 2024, LSEG agreed to amend the terms of the contractual
lock-up
provisions previously agreed between LSEG and the Blackstone consortium/Thomson Reuters entities that held the LSEG shares. The amended terms allowed the Company to sell its remaining LSEG shares that it indirectly owned through its direct investment in YPL. The Company subsequently sold its remaining 16.0 million shares of LSEG including 2.6 million that were subject to call options, for $1.9 billion of gross proceeds, which included $58 million from shares sold in 2023 that settled in 2024. Of this amount, $1.8 billion was received in the form of dividends from YPL and $24 million was received from the settlement of foreign exchange contracts the Company entered into to mitigate its currency risk on its investment because the investment in LSEG was denominated in British pounds sterling. As of December 31, 2024, the Company’s investment in YPL related to undistributed cash from the sale of its remaining LSEG shares indirectly owned by Thomson Reuters.
In 2023, the Company sold 56.0 million shares of LSEG that it indirectly owned for gross proceeds of $5.4 billion, which included $151 million from the settlement of foreign exchange contracts. Of this amount, $5.3 billion was received in the form of dividends from YPL.
The investment in LSEG was subject to equity accounting because the LSEG shares were held through YPL, over which the Company had significant influence. As YPL owned only the financial investment in LSEG shares, which the parties intended to sell over time, and was not involved in operating LSEG, the investment in LSEG shares held by YPL was accounted for at fair value, based on the share price of LSEG. Proceeds from sales of LSEG shares were recorded as a reduction of the Company’s investment (excluding amounts related to the settlement of the foreign exchange contracts) and presented as investing activities in the consolidated statement of cash flow. 
The Company’s share of
post-tax
earnings (losses) in equity method investments as reported in the consolidated income statement is comprised of the following:
 
     
   Year ended December 31,
 
     
     2024
    
   
2023
 
 YPL   
68
     1,099  
 Other equity method investments   
(28)
     (24)  
 Total share of
post-tax
earnings in equity method investments
  
40
     1,075  
The Company’s share of
post-tax
earnings (losses) in its YPL investment was comprised of the following items:
 
     
   Year ended December 31,
 
     
2024
    
2023
 
 (Decrease) increase in LSEG share price   
(86)
     785  
 Foreign exchange (losses) gains on LSEG shares   
(3)
     251  
 Dividend income   
6
     58  
 Loss from forward contract   
-
     (77)  
 Gain (loss) from call options   
22
     (15)  
 Historical excluded equity adjustment
(1)
  
129
     97  
 YPL - Share of
post-tax
earnings in equity method investments
  
68
     1,099  
 
(1)
Represents income from the recognition of the remaining cumulative impact of equity transactions that were excluded from the Company’s investment in YPL.
 
 
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   Page 105

Table of Contents

YPL was a material associate of the Company until the Company sold its remaining LSEG shares that it indirectly owned through YPL in the second quarter of 2024. Set forth below is summarized financial information for 100% of YPL from January 1, 2024 through June 30, 2024, and for the year ended December 31, 2023 when YPL was a material associate of the Company.
 
     
  Six months ended
June 30,
    
Year ended
December 31,
 
     
2024
    
2023
 
Mark-to-market
of LSEG shares
  
(394)
     3,024  
Dividend income   
32
     154  
Loss from forward contract   
-
     (179)  
Gain (loss) from call options   
92
     (63)  
Net (loss) earnings   
(270)
     2,936  
Total comprehensive (loss) income   
(270)
     2,936  
The following table reconciles the net assets attributable to YPL to the Company’s carrying value of its investment in YPL as of December 31, 2023.
 
     
 December 31,
 
     
2023
 
 Assets   
 Current assets      160  
 Non-current
assets
     8,036  
 Total assets      8,196  
 Liabilities
  
 Current liabilities      105  
 Non-current
liabilities
     236  
 Total liabilities      341  
 Net assets attributable to YPL      7,855  
 Net assets attributable to YPL - beginning period      14,598  
 Net earnings attributable to YPL      2,936  
 Distribution to owners      (9,679)  
 Net assets attributable to YPL - ending period      7,855  
 Thomson Reuters % share      24.6%  
 Thomson Reuters $ share      1,927  
 Historical excluded equity adjustment
(1)
     (129)  
 Thomson Reuters carrying amount      1,798  
 
(1)
Represents the cumulative impact of equity transactions excluded from the Company’s investment in YPL.
Note 10: Taxation
The components of tax (benefit) expense for 2024 and 2023 are as follows:
 
  
  
  Year ended December 31, 
 
  
  
2024
 
  
2023 
 
 Current tax expense   
517
     805  
 Deferred tax benefit   
(640)
     (388)   
 Total tax (benefit) expense   
(123)
     417  
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
Taxes on items recognized in “Other comprehensive (loss) income” or directly in equity in 2024 and 2023 are as follows:
 
     
  Year ended December 31, 
 
     
2024
    
2023 
 
 Included in Other comprehensive (loss) income
     
 Deferred tax expense on cash flow hedges adjustments to equity   
1
     -   
 Deferred tax expense on fair value adjustments on financial assets   
2
     -  
 Deferred tax expense on remeasurement on defined benefit pension plans   
5
     -  
 Included in Equity
     
 Deferred tax expense on share-based payments   
4
     3  
 Current tax benefit on share-based payments   
(12)
     (6)   
Items affecting tax expense for 2024 and 2023
In 2024,
the net
 
tax benefit included a $468 million benefit from the recognition of a deferred tax asset relating to new tax legislation enacted in Canada in June 2024. The new legislation reduced the Company’s ability to deduct interest expense against its Canadian taxable income, thereby increasing Canadian taxable profits such that the Company now expects to utilize tax loss carryforwards and other tax attributes, which it had not previously recognized as a deferred tax asset. Additionally
,
in 2024, the tax benefit
was partly offset by
$54 million of
tax
expense related to the
gain on
 
sale of the FindLaw business.
Additionally, in
January 2024, the Company began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development and enacted by key jurisdictions in which the Company operates. These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of
top-up
taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. In 2024, the Company recorded $4 
million of current
top-up
tax expense which was attributable to its earnings in Switzerland. The Company has applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
In 2023, tax expense included $253 million of tax expense related to the Company’s earnings in equity method investments and $31 million
of tax benefits related to other finance costs, primarily from losses on foreign exchange contracts related to the Company’s investment in LSEG. Tax expense in 2023 also included $77 million of expense related to the sale of a majority stake in Elite. Tax expense in 2023 was partly offset by tax benefits of
$100 
million from the remeasurement of deferred tax balances due to changes in applicable statutory tax rates (primarily outside of the U.S.) and
$82 
million of tax benefits from the release of reserves due to the settlement of a tax audit and the lapse in statutes of limitation.
Below is a reconciliation of income taxes calculated at the Canadian corporate tax rate of
26.5
% to the tax (benefit) expense for 2024 and
2023:
 
  
  
  Year ended December 31, 
  
  
2024
  
2023 
 Income before tax   
2,069
  
3,063
 Income before tax multiplied by the standard rate of Canadian corporate tax of  26.5%   
548
  
812
 Effects of:          
 Income taxes recorded at rates different from the Canadian tax rate   
(239)
  
(314) 
 Tax losses for which no benefit is recognized   
-
  
10
 Net
non-taxable
foreign exchange and other gains and losses
  
16
  
35
 Tax expense on changes in statutory intercompany investment values   
12
  
17
 Recognition of tax losses that arose in prior years due to changes in statutory  intercompany
investment values
  
(12)
  
(17) 
 Provision for uncertain tax positions   
(9)
  
(26) 
 Recognition of tax assets that arose in prior years   
(468)
  
(22) 
 Derecognition of tax assets that arose in prior years   
3
  
- 
 Impact of changes in tax laws and rates   
7
  
(100) 
 Research and development credits   
(9)
  
(12) 
 Other adjustments related to prior years   
17
  
24
 Pillar Two
top-up
tax
  
4
  
- 
 Withholding taxes   
6
  
5
 Other differences   
1
  
5
 Total tax (benefit) expense   
(123)
  
417
 
 
Thomson Reuters Annual Report 2024
   Page 107

Table of Contents
T
he Company’s 2024 effective income tax rate on earnings from continuing operations was not meaningful due to the impact of the $468 million tax benefit discussed above. In 2023, the effective income tax rate on earnings from continuing operations was 13.6%
.
Typically, the Company’s effective tax rate on earnings from continuing operations is lower than the Canadian corporate tax rate due significantly to the lower tax rates and differing tax rules applicable to certain of the Company’s operating and financing subsidiaries outside Canada. The Company’s effective tax rate depends on the laws of numerous countries and the provisions of multiple income tax conventions between various countries in which the Company operates
.
A 1% increase in the effective tax rate would have decreased 2024 income tax benefit and decreased earnings from continuing operations by approximately $21 million.
Note 11: Discontinued Operations
Earnings from discontinued operations, net of tax, was $15 million and $49 
million for the years ended December 31, 2024 and December 31, 2023, respectively. In both years, earnings from discontinued operations, net of tax, were primarily comprised of earnings or losses arising on a receivable balance from LSEG relating to a tax indemnity. The earnings or losses included impacts from changes in foreign exchange and interest rates. The year ended December 31, 2024 also included benefits from the release of reserves that are no longer required due to settlements of tax disputes.
Note 12: Earnings Per Share
Basic earnings per share was calculated by dividing earnings attributable to common shareholders less dividends declared on preference shares by the sum of the weighted-average number of common shares outstanding and vested deferred share units (“DSUs”) outstanding during the period. DSUs represent common shares that certain employees have elected to receive in the future upon vesting of share-based compensation awards or in lieu of cash compensation.
Diluted earnings per share was calculated using the denominator of the basic calculation described above adjusted to include the potentially dilutive effect of outstanding stock options and time-based restricted share units (“TRSUs”).
Earnings used in determining consolidated earnings per share and earnings per share from continuing operations are as follows:
 
  
  
  Year ended December 31, 
 
  
  
2024
 
  
2023 
 
 Earnings attributable to common shareholders   
2,210
     2,695  
 Less: Dividends declared on preference shares
  
(5)
     (5)   
 Earnings used in consolidated earnings per share   
2,205
     2,690  
 Less: Earnings from discontinued operations, net of tax
  
(15)
     (49)   
 Earnings used in earnings per share from continuing operations   
2,190
     2,641  
The weighted-average number of common shares outstanding, as well as a reconciliation of the weighted-average number of common shares outstanding used in the basic earnings per share computation to the weighted-average number of common shares outstanding used in the diluted earnings per share computation, is presented below:
 
  
  
  Year ended December 31, 
 
  
  
2024
 
  
2023 
 
 Weighted-average number of common shares outstanding   
450,473,207
     463,037,839  
 Weighted-average number of vested DSUs
  
136,505
     137,204  
 Basic   
450,609,712
     463,175,043  
 Effect of stock options and TRSUs
  
629,778
     795,027  
 Diluted
  
451,239,490
     463,970,070  
The impact of the share reduction from the return of capital and share consolidation transaction in June 2023 (see note 25) was factored into the weighted average number of common shares outstanding from the date of the transaction.
There were
224,973
 
stock options and TRSUs outstanding as of December 31, 2024 that were anti-dilutive, and therefore excluded from the diluted earnings per share computation (2023 –
nil
)
.
Note 13: Cash and Cash Equivalents
 
  
  
   December 31,  
 
  
  
2024
 
  
2023 
 
  Cash
  
  
Cash at banks and on hand
(1)
  
873
     392  
 Cash equivalents          
Money market accounts
 
and other securities
  
1,095
     906  
 Cash and cash equivalents
  
1,968
     1,298  
 
(1)
On January 2, 2025, the Company acquired cPaperless, LLC, doing business as SafeSend (“SafeSend”), for
$600 
million in cash, which was funded from cash at banks and on hand as of December 31, 2024. See note 33. 
 
 
Page 108   
Thomson Reuters Annual Report 2024

Table of Contents
 
O
f total cash and cash equivalents, $
115
 million and $
100 
million as of December 31, 2024 and 2023, respectively, were held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and were therefore not available for general use by the Company.
Note 14: Trade and Other Receivables
 

  
  
   December 31,  
 
  
  
2024
 
  
2023 
 
 Trade receivables   
1,113
     1,103  
 Less: allowance for expected credit losses   
(23)
     (21)   
 Less: allowance for sales adjustments   
(32)
     (33)   
 Net trade receivables   
1,058
     1,049  
 Other receivables   
29
     73  
 Trade and other receivables   
1,087
     1,122  
The aging of trade receivables at each reporting date was as follows:
 

  
  
   December 31,  
 
  
  
2024
 
  
2023 
 
Current - 30 days   
976
     950  
Past due
31-60
days
  
32
     31  
Past due
61-90
days
  
34
     38  
Past due
91-180
days
  
33
     42  
Past due >180 days   
38
     42  
Balance as of December 31   
1,113
     1,103  
Allowance for expected credit losses
The change in the allowance for expected credit losses was as follows:
 
     
   December 31,  
 
     
2024
    
2023 
 
 Balance at beginning of year   
21
     20  
 Bad debt expense   
45
     34  
 Write-offs   
(48)
     (35)   
 Acquisitions   
3
     -   
 Disposals of businesses   
(1)
     (1)   
 Translation and other, net   
3
     3  
 Balance at end of year   
23
     21  
Trade and other receivables are written off when there is no reasonable expectation of recovery, such as the bankruptcy of the debtor. The potential for such losses is mitigated because customer creditworthiness is evaluated before credit is extended and there is no significant exposure to any single customer.
Note 15: Prepaid Expenses and Other Current Assets
 
     
   December 31,  
 
     
2024
    
2023 
 
 Prepaid expenses   
150
     161  
 Deferred commissions   
112
     139  
 Current tax receivables   
67
     72  
 Inventory   
21
     20  
 Other current assets   
50
     43  
 Prepaid expenses and other current assets   
400
     435  
 
 
Thomson Reuters Annual Report 2024
   Page 109

Table of Contents
Note 16: Property and Equipment
Property and equipment consist of the following:
 

  
  
Land, Buildings
and Building
Improvements
 
  
  
 
  
Computer 
Equipment 
 
  
  
 
  
Furniture,
Fixtures and
Other Equipment
 
  
  
 
  
Total  
 
 Cost:
                    
 December 31, 2022      838           267           265           1,370  
 Additions:                         
Capital expenditures
     19           23           17           59  
Leases
     65           14           1           80  
Acquisitions
     1           1           -           2  
 Removed from service      (70)           (73)           (13)           (156)   
 Disposals of businesses and property      (64)           (9)           (15)           (88)   
 Translation and other, net      12                 5                 12                 29  
 December 31, 2023   
801
           
228
           
267
           
1,296
 Additions:                         
Capital expenditures
  
9
     
14
     
15
     
38
Leases
  
30
     
20
     
2
     
52
Acquisitions
  
7
     
1
     
-
     
8
 Removed from service   
(2)
     
(24)
     
(1)
     
(27) 
 Disposals of businesses and property   
(196)
     
-
     
(82)
     
(278) 
 Translation and other, net   
(29)
           
(22)
           
(6)
           
(57) 
 December 31, 2024
  
620
           
217
           
195
           
1,032
 Accumulated depreciation:
                        
 December 31, 2022      (526)           (219)           (211)           (956)   
 Depreciation      (67)           (33)           (16)           (116)   
 Removed from service      70           73           13           156  
 Disposals of businesses and property      56           9           13           78  
 Translation and other, net      (8)                 (3)                 -                 (11)   
 December 31, 2023   
(475)
           
(173)
           
(201)
           
(849) 
 Depreciation   
(61)
     
(35)
     
(17)
     
(113) 
 Removed from service   
2
     
24
     
1
     
27
 Disposals of businesses and property   
161
     
-
     
81
     
242
 Translation and other, net   
23
           
19
           
5
           
47
 December 31, 2024
  
(350)
           
(165)
           
(131)
           
(646) 
 Carrying amount:
                    
 December 31, 2023      326           55           66           447  
 December 31, 2024
  
270
           
52
           
64
           
386
The above categories include
right-of-use
assets. See note 28 for
right-of-use
assets carrying amounts and other related leases disclosures.
 
 
Page 110   
Thomson Reuters Annual Report 2024

Table of Contents
Note 17: Computer Software
Computer software consists of the following:


 
    
Internally Developed 
    
Acquisitions –
Business Combinations
(1)
    
Purchased  
    
 
Total   
 
 Cost:
                   
 December 31, 2022
     5,054      264      80        5,398  
 Additions
     472      374      1        847  
 Removed from service
     (190)      (2)      -        (192)  
 Disposals of businesses
     (219)      -      -        (219)  
 Translation and other, net      23      -      1        24  
 December 31, 2023     
5,140
    
636
    
82
    
5,858
 Additions
    
569
    
306
    
2
    
877
 Removed from service
    
(99)
    
-
    
-
    
(99)
 Disposals of businesses
    
(52)
    
-
    
-
    
(52)
 Translation and other, net     
8
    
(20)
    
(2)
    
(14)
 December 31, 2024
    
5,566
    
922
    
82
    
6,570
 Accumulated amortization:
                   
 December 31, 2022
     (4,201)      (187)      (75)        (4,463)  
 Amortization
     (437)      (72)      (3)        (512)  
 Removed from service
     190      2      -        192  
 Disposals of businesses
     183      -      -        183  
 Translation and other, net      (23)      1      -        (22)  
 December 31, 2023     
(4,288)
    
(256)
    
(78)
    
(4,622)
 Amortization
    
(469)
    
(147)
    
(2)
    
(618)
 Removed from service
    
99
    
-
    
-
    
99
 Disposals of businesses
    
27
    
-
    
-
    
27
 Translation and other, net     
(3)
    
(1)
    
1
    
(3)
 December 31, 2024
    
(4,634)
    
(404)
    
(79)
    
(5,117)
 Carrying amount:
                   
 December 31, 2023
     852      380      4        1,236  
 December 31, 2024
    
932
    
518
    
3
    
1,453
 
(1)
See note 30 for further information on acquired software assets.
 
 
Thomson Reuters Annual Report 2024
   Page 111

Table of Contents
Note 18: Other Identifiable Intangible Assets
 
 
 
Indefinite
Useful Life
 
 
 
  
Finite Useful Life
 
 
  
  
 
 
  
 
Trade Names 
 
 
  
  
Trade Names 
 
  
Customer 
Relationships 
 
  
Databases and
Content
 
  
Other  
 
 
  
  
Total  
 
 Cost:
 
 
  
  
  
  
 
  
 
 
 December 31, 2022
    2,646          130        1,767        630        739          5,912  
 Acquisitions
    -          18        19        -        -          37    
 Disposals of businesses
    -          (14)        (31)        -        -          (45)   
 Translation and other, net
    -          -        27        3        8          38  
 December 31, 2023
 
2,646
 
  
 
134
  
1,782
  
633
  
747
 
  
 
5,942
 Acquisitions
 
-
    
27
  
36
  
-
  
-
    
63
 Disposals of businesses
 
-
    
-
  
-
  
(1)
  
-
    
(1) 
 Translation and other, net
 
-
    
(5)
  
(25)
  
(2)
  
(15)
    
(47) 
 December 31, 2024
 
2,646
    
156
  
1,793
  
630
  
732
    
5,957
 Accumulated amortization:
                        
 December 31, 2022
    -          (118)        (1,287)        (573)        (715)          (2,693)   
 Amortization
    -          (11)        (63)        (19)        (4)          (97)   
 Disposals of businesses
    -          14        31        -        -          45  
 Translation and other, net
    -          -        (22)        (2)        (8)          (32)   
 December 31, 2023
 
-
    
(115)
  
(1,341)
  
(594)
  
(727)
    
(2,777) 
 Amortization
 
-
    
(10)
  
(67)
  
(14)
  
-
    
(91) 
 Disposals of businesses
 
-
    
-
  
-
  
1
  
-
    
1
 Translation and other, net
 
-
    
4
  
23
  
2
  
15
    
44
 December 31, 2024
 
-
    
(121)
  
(1,385)
  
(605)
  
(712)
    
(2,823) 
 Carrying amount:
                        
 December 31, 2023
    2,646          19        441        39        20          3,165  
 December 31, 2024
 
2,646
 
  
35
  
408
  
25
  
20
 
  
3,134
The carrying amount of indefinite-lived trade names as of December 31, 2024 and 2023 was comprised of the Reuters and West tradenames in the amounts of $1,939 million and $707 million, respectively. Due to widespread brand recognition, long history and expected future use, these trade names have been assigned indefinite lives. For purposes of impairment testing, the West trade name was allocated to the Legal Professionals, Corporates and Global Print CGUs as it primarily benefits those CGUs. The Reuters trade name is considered a corporate asset, because it is used in the Company’s name, and therefore its carrying value was compared to the combined excess fair value of all the Company’s CGUs. The Company performed its annual test for impairment as of October 1, 2024.
No
impairment was recorded. See note 19.
Note 19: Goodwill
The following table presents
the movement in
 
goodwill for the years ended December 31, 2024 and 2023:
 
  
    
December 31,  
 
  
    
2024
 
    
2023
 
 Cost:
         
 Balance as of January 1,
    
6,719
       5,869  
 Acquisitions
    
714
       879  
 Disposals of businesses
    
(87)
       (104)  
 Translation and other, net
    
(84)
       75  
 Carrying amount as of December 31:
    
7,262
       6,719  
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
Impairment test of goodwill
The Company performed its annual goodwill impairment test as of October 1, 2024. No goodwill impairment was recorded as the estimated fair value less costs of disposal of each CGU exceeded their carrying values by a substantial amount. The Company performed the test for each CGU to which goodwill was allocated and monitored by management at the date of the test. The following table shows the carrying amount of goodwill
by CGU 
that was tested for impairment:
 
  
    
October 1,
 
  
    
2024
 
Legal Professionals
       3,689  
Corporates
       2,027  
Tax & Accounting Professionals
       1,148  
Reuters News
       230  
Global Print
       248  
         7,342  
As allowed under IAS 36,
Impairment of Assets
, the Company did not
re-estimate
the recoverable value of these CGUs for the 2024 impairment test but rather carried forward the recoverable value from 2023 because management concluded that no events or changes in circumstances indicated that the carrying value of these CGUs might not be recoverable. In the 2023 impairment test, the fair value less costs of disposal for each CGU exceeded their respective carrying values by a substantial amount. The valuation techniques, significant assumptions and sensitivities described below relate to the recoverable values determined in the 2023 impairment test.
Valuation Techniques
The selection and application of valuation techniques and the determination of significant assumptions requires judgment. As with previous impairment tests, the recoverable value of each CGU was based on fair value less costs of disposal, using a weighted average of the income approach and market approach. IFRS 13,
Fair Value Measurement
, defines fair value as a market-based measurement rather than an entity-specific measurement. Therefore, the fair value of the CGU must be measured using the assumptions that market participants would use rather than those related specifically to the Company. To calculate market participant assumptions, publicly available data was gathered from companies operating in businesses similar to each CGU, which includes key competitors. As certain inputs to the valuation are not based on observable market data, the recoverable value of each CGU is categorized in Level 3 of the fair value measurement hierarchy.
Income approach
The income approach is predicated upon the value of the future cash flows that a business will generate. The Company used the discounted cash flow (“DCF”) method, which involves projecting cash flows and converting them into a present value equivalent through discounting. The discounting process uses a rate of return that is commensurate with the risk associated with the business and the time value of money. This approach requires assumptions about revenue growth rates, operating margins, capital expenditures, tax rates and discount rates.
Market approach
The market approach assumes that companies operating in the same industry will share similar characteristics and that company values will correlate to those characteristics. Therefore, a comparison of a CGU to similar companies whose financial information is publicly available may provide a reasonable basis to estimate fair value. Under the market approach, fair value is calculated based on EBITDA multiples of benchmark companies comparable to the businesses in each CGU. Data for the benchmark companies was obtained from publicly available information.
Significant Assumptions
Weighting of Valuation Techniques
The Company weighted the results of the two valuation techniques noted above, consistently applied to each CGU, as follows: 60% income approach/40% market approach. The Company believes that given volatility in capital markets, it is appropriate to apply a heavier weighting to the income approach.
Cash Flow Projections
Cash flow projections were based on the Company’s internal budget. The Company projected cash flows for a period of three years and applied a perpetual growth rate thereafter, as prescribed by IAS 36. To project cash flows for the three-year period, the Company considered growth in revenues and costs as well as capital expenditures. In preparing its projections, the Company considered experience, economic trends such as GDP growth and inflation as well as industry and market trends. The projections also considered the expected impact from efficiency initiatives, new product launches, customer retention, as well as the maturity of the markets in which each business operates.
Discount Rate
The Company assumed a discount rate to calculate the present value of its projected cash flows. The discount rate represented a weighted-average cost of capital (“WACC”) for comparable companies operating in similar industries as the applicable CGU, based on publicly available information. The WACC is an estimate of the overall required rate of return on an investment for both debt and equity owners and serves as the basis for developing an appropriate discount rate.
 
 
Thomson Reuters Annual Report 2024
   Page 113

Table of Contents
Determination of the WACC requires separate analysis of the cost of equity and the cost of debt. The cost of equity reflects the long-term risk-free interest rate associated with U.S. Treasury bonds and considers a risk premium based on an assessment of risks related to the projected cash flows of each CGU.
Lower discount rates were applied to CGUs whose cash flows are expected to be less volatile due to factors such as the maturity of the market they serve and their market position. Higher discount rates were applied to CGUs whose cash flows are expected to be more volatile due to competition or participation in less stable geographic markets.
Tax Rate
The tax rates applied to the projections were based on effective tax rates of comparable companies operating in similar industries as the applicable CGU, based on publicly available information or statutory tax rates. Tax assumptions are sensitive to changes in tax laws and the jurisdictions in which profits are earned.
The key assumptions used in performing the impairment test, by CGU, are presented below:
 

Cash-Generating Unit
    
Perpetual
Growth Rate
(1)
 
    
Discount
Rate
 
    
Tax
Rate
 
 Legal Professionals
       2.5%          11.0%          26.6%  
 Corporates
       2.5%          11.0%          26.8%  
 Tax & Accounting Professionals
       3.0%          11.5%          27.6%  
 Reuters News
       2.5%          13.0%          25.0%  
 Global Print
       (5.5%)          11.5%          26.8%  
 
(1)
The perpetual growth rate is applied to the final year of cash flow projections.
Results and Sensitivities
As the fair value for each CGU exceeded its carrying value by a substantial amount, the sensitivity analysis demonstrated that no reasonably possible change in the perpetual growth rate, discount rate or income tax assumptions would cause the carrying amounts of any CGU to exceed its recoverable amount.
Note 20: Financial Instruments
Financial assets and liabilities
Financial assets and liabilities in the consolidated statement of financial position were as follows:
 
December 31, 2024
 
Assets/
(Liabilities) at
Amortized Cost
 
 
Assets/
(Liabilities) at Fair
Value through
Earnings
 
 
Assets at Fair
Value through
Other
Comprehensive
Income or Loss
 
 
Derivatives
Used for
Hedging
(1)
 
 
Total
 
Cash and cash equivalents  
873
 
1,095
 
-
 
-
 
1,968
Trade and other receivables  
 
1,087
 
 
-
 
 
-
 
 
-
 
1,087
Other financial assets - current  
7
 
28
 
 
-
 
 
-
 
 
35
Other financial assets -
non-current
 
11
 
332
 
99
 
-
 
 
442
 
Current indebtedness  
(973)
 
-
 
-
 
-
 
(973)
Trade payables (see note 22)  
(176)
 
-
 
-
 
-
 
(176)
Accruals (see note 22)  
(799)
 
-
 
-
 
-
 
(799)
Other financial liabilities - current
(2)
 
(75)
 
(17)
 
-
 
(21)
 
(113)
Long-term indebtedness  
(1,847)
 
-
 
-
 
-
 
(1,847)
Other financial liabilities -
non-current
(3)
 
(198)
 
(34)
 
-
 
-
 
(232)
Total  
(2,090)
   
1,404
 
99
 
(21)
 
(608)
         
 
 
Page 114   
Thomson Reuters Annual Report 2024

Table of Contents

December 31, 2023
 
Assets/
(Liabilities) at
Amortized
Cost
 
 
Assets/
(Liabilities) at Fair
Value through
Earnings
 
 
Assets at Fair
Value through
Other
Comprehensive
Income or Loss
 
 
Derivatives
Used for
Hedging
(1)
 
 
Total
 
Cash and cash equivalents     392       906       -       -       1,298  
Trade and other receivables     1,122       -       -       -       1,122  
Other financial assets - current     8       58       -       -       66  
Other financial assets -
non-current
    18       263       98       65       444  
Current indebtedness     (372)       -       -       -       (372)  
Trade payables (see note 22)     (181)       -       -       -       (181)  
Accruals (see note 22)     (798)       -       -       -       (798)  
Other financial liabilities - current
(2)(4)
    (463)       (44)       -       -       (507)  
Long-term indebtedness     (2,905)       -       -       -       (2,905)  
Other financial liabilities -
non-current
(3)
    (227)       (10)       -       -       (237)  
Total     (3,406)       1,173       98       65       (2,070)  
 
(1)
Derivatives are entered into with specific objectives for each transaction, and are linked to specific assets, liabilities, firm commitments or highly probable forecasted transactions.
(2)
Includes lease liabilities of $58 million (2023 - $56 million).
(3)
Includes lease liabilities of $198 million (2023- $209 million).
(4)
Includes a commitment to repurchase up to $400 million of shares related to the Company’s
pre-defined
plan with its broker to repurchase the Company’s shares during its internal tradi
ng
blackout period. See note 25.
Fair Value
The fair values of cash and cash equivalents, trade and other receivables, trade payables and accruals approximate their carrying amounts because of the short-term maturity of these instruments. The fair value of long-term debt and related derivative instruments is set forth below.
Debt and Related Derivative Instruments
Carrying Amounts
Amounts recorded in the consolidated statement of financial position are referred to as “carrying amounts”. The carrying amounts of primary debt are reflected in “Current indebtedness” or “Long-term indebtedness” and the carrying amounts of derivative instruments are included in “Other financial assets” and “Other financial liabilities”, current or
non-current
as appropriate, in the consolidated statement of financial position.
Fair Value
The fair value of debt is estimated based on either quoted market prices for similar issues or current rates offered to the Company for debt of the same maturity. The fair value of interest rate swaps is estimated based upon discounted cash flows using applicable current market rates and considering
non-performance
risk.
The following is a summary of debt and related derivative instruments that hedge the cash flows of debt:
 
          
Carrying Amount
          
Fair Value
 
 December 31, 2024
 
        
 Primary Debt 
 Instruments 
 
   
Derivative
 Instruments 
 
          
 Primary Debt 
Instruments
 
   
Derivative
 Instruments 
 
 
C
$1,400 2.239% Notes due 2025
   
973
 
21
   
968
 
21
$
500 3.35% Notes due 2026
   
499
 
-
   
491
 
-
$
500 5.85% Notes due 2040
   
493
 
-
   
507
 
-
$
119 4.50% Notes due 2043
(1)
   
116
 
-
   
94
 
-
$
350 5.65% Notes due 2043
   
342
 
-
   
338
 
-
$
400 5.50% Debentures due 2035
         
397
 
-
         
401
 
-
 Total          
2,820
 
21
         
2,799
 
21
 Current portion    
973
 
21
     
 Long-term portion          
1,847
 
-
     
 
 
Thomson Reuters Annual Report 2024
   Page 115

Table of Contents
          
Carrying Amount
          
Fair Value
 
 December 31, 2023
 
        
 Primary Debt 
 Instruments 
 
   
Derivative
 Instruments 
(Asset)
 
          
 Primary Debt 
Instruments
 
   
Derivative
 Instruments 
(Asset)
 
 
 Commercial paper       130       -         130       -  
C
$1,400 2.239% Notes due 2025
      1,060       (65)         1,026       (65)  
$
242 3.85% Notes due 2024
(2)
      242       -         239       -  
$
500 3.35% Notes due 2026
      499       -         482       -  
$
500 5.85% Notes due 2040
      492    
-
      519    
-
$
119 4.50% Notes due 2043
(1)
      116       -         95       -  
$
350 5.65% Notes due 2043
      342       -         346       -  
$
400 5.50% Debentures due 2035
            396       -               415       -  
 Total             3,277       (65)               3,252       (65)  
 Current portion       372          
 Long-term portion             2,905       (65)        
 
(1)
Originally issued $350 million of notes, of which the Company redeemed $231 million in October 2018.
(2)
Originally issued $450 million of notes, of which the Company redeemed $208 million in October 2018.
In September 2024, the Company repaid upon maturity the outstanding $242 million balance of its $450 million 3.85% notes due 2024 with cash on hand. In November 2023, the Company repaid upon maturity its $600 million 4.30% notes due 2023 with cash on hand.
On February 11, 2025, the Company commenced offers to exchange any or all validly tendered and accepted notes of Thomson Reuters Corporation (“TRC”) of the series of notes below for new notes issued by TR Finance LLC (“TR Finance”), an indirect
100%
owned U.S. subsidiary of TRC. See note 33 for additional details.
 
 
$500 million
3.35
% Notes due 2026;
 
 
$500 million 5.85% Notes due 2040;
 
 
$119 million 4.50% Notes due 2043;
 
 
$350 million 5.65% Notes due 2043; and
 
 
$400 million 5.50% Debentures due 2035.
Cross-currency interest rate swaps
The Company uses
fixed-to-fixed
cross-currency interest rate swaps to hedge its currency exposures on indebtedness. These instruments swap Canadian dollar denominated principal and interest payments into U.S. dollars. The critical terms of the swap, such as the timing and amount of cash flows, match the terms of the related indebtedness, creating an economic relationship that is expected to result in a highly effective hedge. To test for hedge ineffectiveness at hedge inception and subsequent reporting periods, the Company performs qualitative tests to confirm that the terms of the instruments have not changed, as well as quantitative tests to assess if the future cash flows of the swap and the indebtedness will offset one another. Ineffectiveness may arise from changes in cross currency basis spreads or the credit risk inherent in the swaps. As the Company’s risk management objective is to mitigate debt-related currency exposures, it seeks to achieve a 1:1 hedge ratio between the notional principal amount of the swaps and the underlying debt exposures, in which all the critical terms of the instruments match.
As of December 31, 2024 and December 31, 2023, the Company recorded swaps outstanding in the consolidated statement of financial position at their fair value, which was a liability of $21 million and an asset of $65 million, respectively. These swaps were designated as cash flow hedges.
The details of these instruments for the years ended December 31, 2024 and 2023 are set forth below:
 
 Received
    
Paid
    
Hedged Risk
  
Year of
Maturity
  
Principal 
Amount 
 Cash flow hedges
    
 
  
 
  
 
Canadian dollar fixed      U.S. dollar fixed      Foreign exchange    2025    US$999
Currency Risk Exposures
At each reporting date presented, substantially all indebtedness was denominated in U.S. dollars or had been swapped into U.S. dollar obligations.
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
The carrying amount of debt, all of which is unsecured, was denominated in the following currencies:
 
  
    
December 31,
 
 
  
 
    
December 31,
 
  
    
2024 
 
    
2023 
 
 
  
 
    
2024 
 
    
2023 
 
  
    
Before Currency Hedging
Arrangements
 
 
  
 
    
After Currency Hedging
Arrangements
(1)
 
 Canadian dollar     
 
973
       1,060         
 
-
       -  
 U.S. dollar     
1,847
       2,217               
2,841
       3,212  
      
2,820
       3,277               
2,841
       3,212  
 
(1)
Includes
 fair value adjustments of $5 million and $2 million as of December 31, 2024 and 2023, respectively, associated with the interest related fair value component of hedging instruments.
Interest Rate Risk Exposures
As of December 31, 2024 and 2023, the Company’s notes and debentures (after swaps) pay interest at fixed rates. The weighted-average interest rate of all Company borrowings, including commercial paper issuances when such amounts are outstanding, was 4.1% in 2024 (2023 – 4.2%).
Foreign Exchange Contracts
The Company previously entered into foreign exchange contracts that were intended to reduce foreign currency risk related to a portion of its former indirect investment in LSEG, which was denominated in British pounds sterling. These instruments were not related to changes in the LSEG share price. In May 2024, the Company settled its remaining foreign exchange contracts in conjunction with the sale of its remaining shares in LSEG (see note 9).
During 2024, the Company settled foreign exchange contracts with a notional amount of £1.2 billion ($1.6 billion) for net proceeds of $24 million in conjunction with the sale of 16.0 million LSEG shares. During 2023, the Company settled foreign exchange contracts with a notional amount of £2.7 billion ($3.5 billion) for net proceeds of $151 million in conjunction with the sale of 43.8 million of LSEG shares.
Foreign exchange contracts are reported at fair value on the consolidated statement of financial position, with changes in their fair value
recorded
through the consolidated income statement. In 2024, losses of $2 million (2023 – losses of $132 million) were reported within “Other finance income (costs)” in the consolidated income statement (see note 8) with respect to these foreign exchange contracts due to fluctuations in the U.S. dollar – British pounds sterling exchange rate. There were no foreign exchange contracts outstanding
as of
December 31, 2024. The associated net fair value of these contracts were an asset of $26 
million as of December 31, 2023, which was recorded within other current financial assets or liabilities as appropriate, in the consolidated statement of financial position.
Fair value gains and losses from derivative financial instruments
Fair value gains and losses from derivative financial instruments recognized in the consolidated income statement and consolidated statement of changes in equity were as follows:
 
           
Year ended December 31,
 
           
2024
    2023  
           
Fair Value Loss
Through
Earnings
   
Fair Value Gain
Through Equity
   
Fair Value (Loss)
Gain Through
Earnings
   
Fair Value Loss
Through Equity
 
Foreign exchange contracts    
(2)
 
-
    (132)       -  
Hedging instruments:          
Cross currency interest rate swaps - cash flow hedges
   
(97)
 
13
    29       (8)  
Forward interest rate swaps - cash flow hedges
         
-
 
-
    1       -  
           
(99)
 
13
    (102)       (8)  
Financial Risk Management
The Company is exposed to a variety of financial risks including market risk (primarily currency risk and interest rate risk), credit risk and liquidity risk, as its operations are diverse and global. A centralized corporate treasury group works to minimize the potential adverse effects from these risks by using hedging strategies, where applicable, as well as associating with high quality financial institutions, limiting exposures to counterparties and ensuring flexible sources of funding. The Chief Financial Officer oversees the overall approach and ensures the use of strict guidelines and internal control processes.
Market Risk
Currency Risk
The Company’s consolidated financial statements are expressed in U.S. dollars. However, the Company transacts a portion of its business in other currencies and is therefore subject to the effects of foreign currency translation into U.S. dollars as well as currency transaction risk.
The impact of foreign currency translation from changes in exchange rates between 2023 and 2024 had no net impact on consolidated revenues, decreased operating expenses by 1%.

 
 
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Table of Contents
Foreign currency translation also generated $173 million of net translation losses (2023 - $130 million of net translation gains), which were recorded within accumulated other comprehensive loss in shareholders’ equity.
Exposure to currency transaction risk is minimized as the Company generally bills customers and incurs operating expenses in the functional currency of the legal entity that records the transaction. However, the Company is exposed to currency transaction risk from the revaluation of
non-permanent
intercompany loans in certain of its legal entities, which impacts earnings.
The table below shows the impact on earnings that a hypothetical
10
% strengthening of the U.S. dollar against other foreign currencies would have due to changes in fair values of financial instruments as of December 31, 2024.

 Increase (decrease) impact on earnings from:
  
£
 
  
 
  
C$
 
  
Other
Currencies
 
  
Total 
 
 Financial assets and liabilities
(1)
  
 
1
  
 
(1)
  
 
1
  
 
2
  
 
3
 Receivables under indemnification arrangement   
(24)
  
(1)
  
-
  
(2)
  
(27) 
 Non-permanent
intercompany loans
  
7
  
8
  
63
  
18
  
96
 Total impact on earnings   
(16)
  
6
  
64
  
18
  
72
 
(1)
Excludes debt which has been swapped into U.S. dollar obligations.
The Company only uses derivative instruments to reduce foreign currency and interest rate exposures. Canadian dollar borrowings are generally converted to U.S. dollar obligations through currency swap arrangements.
Interest Rate Risk
The Company is exposed to fluctuations in interest rates with respect to cash and cash equivalents. As of December 31, 2024, the majority of $1,968 million (2023 - $1,298 million) in cash and cash equivalents was comprised of interest-bearing assets. Based on amounts as of December 31, 2024, a
100-basis
point increase or decrease in interest rates would have increased or decreased annual interest income by approximately $16 million. The Company has no significant exposure to fluctuations in interest rates with respect to long-term borrowings. As of December 31, 2024, the Company’s notes and debentures (after swaps) pay interest at fixed rates, and there were no derivatives designated as fair value hedges.
Price Risk
The Company has no significant exposure to price risk from commodities in the normal course of business.
Credit Risk
Credit risk arises from cash and cash equivalents and derivative financial instruments, as well as credit exposure to customers including outstanding receivables. The Company attempts to minimize credit exposure as follows:
 
 
Cash investments are placed with high-quality financial institutions with limited exposure to any one institution. As of December 31, 2024, approximately 99% of cash and cash equivalents were held by institutions that were rated at
“A-“
or higher by at least one of the major credit rating agencies;
 
 
Counterparties to derivative contracts are major investment-grade international financial institutions and exposure to any single counterparty is monitored and limited; and
 
 
The Company assesses the creditworthiness of its customers.
No allowance for credit losses on financial assets was required as of December 31, 2024, other than the allowance for expected credit losses (see note 14) and for credit risk associated with a receivable under an indemnification arrangement and contingent receivables (see “Fair value estimation” section below). Further, no financial or other assets have been pledged.
The Company’s maximum exposure with respect to credit, assuming no mitigating factors, would be the aggregate of its cash and cash equivalents of $1,968 million (2023 - $1,298 million), trade and other receivables of $1,087 million (2023 - $1,122 million), derivative financial assets of nil (2023 - $123 million) and other financial assets of $378 million (2023 - $289 million).
The Company is also exposed to credit risk from the guarantee related to its investment in 3XSQ Associates (see note 31).
Liquidity Risk
A centralized treasury function provides flexibility in cash management, including forecasting future cash flow expectations. Cash holdings are supplemented by maintaining sufficient capacity under the Company’s borrowing facilities. Cash flow estimates are based on rolling forecasts of operating, investing and financing flows. Such forecasting also considers account borrowing limits, cash restrictions and compliance with debt covenants.
The majority of cash is invested in money market funds or bank deposits with overnight accessibility. In addition, the Company maintains a $2.0 billion commercial paper program, which provides cost-effective and flexible short-term funding, and a $2.0 billion credit facility, which provides additional liquidity, as further described below.
Commercial Paper Program
The Company’s $2.0 billion commercial paper program provides cost effective and flexible short-term funding. There was no commercial paper outstanding as of December 31, 2024. As of December 31, 2023, the carrying amount of outstanding commercial paper of $130 million was included in “Current indebtedness” within the consolidated statement of financial position.
 
 
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Table of Contents
Credit Facility
The Company has a $2.0 billion syndicated credit facility agreement which matures in November 2027 and may be used to provide liquidity for general corporate purposes (including acquisitions or support for its commercial paper program). There were no outstanding borrowings under the credit facility as of December 31, 2024 and 2023. Based on the Company’s current credit ratings, the cost of borrowing under the facility is priced at the Term Secured Overnight Financing Rate (“SOFR”)/Euro Interbank Offered Rate (“EURiBOR”)/Simple Sterling Overnight Index Average (“SONIA”) plus 102.5 basis points. The Company has the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $2.6 
billion. If the Company’s debt rating is downgraded by at least two ratings agencies consisting of Moody’s, S&P or Fitch, the facility fees and borrowing costs could increase, although contractual availability would be unaffected. Conversely, an upgrade in the Company’s rating may reduce the facility fees and borrowing costs.
The Company guarantees borrowings by its subsidiaries under the credit facility. The Company must also maintain a ratio of net debt as defined in the credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If the Company were to complete an acquisition with a purchase price of over $500 million, the Company may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of December 31, 2024, the Company complied with this covenant as its ratio of net debt to EBITDA, as calculated under the terms of its syndicated credit facility, was 0.3:1.
The tables below set forth
non-derivative
and derivative financial liabilities by maturity based on the remaining period from December 31, 2024 and 2023, respectively, to the contractual maturity date. The amounts disclosed are the contractual undiscounted cash flows.
 
 December 31, 2024
  
2025
 
  
2026
 
  
2027
 
  
2028
 
  
2029
 
  
Thereafter
 
  
Total
 
 Notes/debentures
(1)
  
973
  
500
  
-
  
-
  
-
  
1,369
  
2,842
 Interest payable
(1)
  
104
  
84
  
76
  
76
  
76
  
791
  
1,207
 Debt-related hedges outflows
(2)
  
1,011
  
-
  
-
  
-
  
-
  
-
  
1,011
 Debt-related hedges inflows
(1)
  
(984)
  
-
  
-
  
-
  
-
  
-
  
(984)
 Trade payables   
176
  
-
  
-
  
-
  
-
  
-
  
176
 Accruals   
799
  
-
  
-
  
-
  
-
  
-
  
799
 Lease liabilities   
72
  
60
  
45
  
30
  
24
  
73
  
304
 Other financial liabilities   
34
  
34
  
-
  
-
  
-
  
-
  
68
 Total   
2,185
  
678
  
121
  
106
  
100
  
2,233
  
5,423
                    
 December 31, 2023   
2024
    
2025
    
2026
    
2027
    
2028
    
Thereafter
    
Total
 
 Commercial paper      130        -        -        -        -        -        130  
 Notes/debentures
(1)
     242        1,062        500        -        -        1,369        3,173  
 Interest payable
(1)
     126        105        84        76        76        867        1,334  
 Debt-related hedges outflows
(2)
     22        1,011        -        -        -        -        1,033  
 Debt-related hedges inflows
(1)
     (24)        (1,074)        -        -        -        -        (1,098)  
 Trade payables      181        -        -        -        -        -        181  
 Accruals      798        -        -        -        -        -        798  
 Lease liabilities      67        59        47        36        24        91        324  
 Foreign exchange contracts outflows
(3)
     1,575        -        -        -        -        -        1,575  
 Foreign exchange contracts inflows
(4)
     (1,601)        -        -        -        -        -        (1,601)  
 Other financial liabilities      419        28        -        -        -        -        447  
 Total      1,935        1,191        631        112        100        2,327        6,296  
 
(1)
Represents contractual cash flows calculated using spot foreign exchange rates as of the period then ended.
(2)
Represents contractual U.S. dollar cash flows.
(3)
Represents contractual cash flows translated at the contract rate.
(4)
Represents contractual cash flows calculated using forward foreign exchange rates as of the period then ended.
 
 
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Table of Contents
Capital Management
The Company’s capital management strategy is focused on ensuring that it has the investment capacity to drive revenue growth both organically and through acquisitions, while also maintaining its long-term financial leverage and credit ratings and continuing to provide returns to shareholders.
The Company’s principal sources of liquidity are cash and cash equivalents and cash provided by operating activities. From time to time, the Company issues commercial paper, issues debt securities and borrows under its credit facility. The Company’s principal uses of cash are for debt repayments, debt servicing costs, dividend payments, capital expenditures, share repurchases and acquisitions. The Company believes that its existing sources of liquidity will be sufficient to fund its expected cash requirements in the normal course of business for the next 12 months.
Additionally, the Company targets a leverage ratio of net debt, as defined below, to adjusted EBITDA of no more than 2.5x as a measure of its financial flexibility and ability to maintain investment grade credit ratings. As of December 31, 2024, the Company was below its maximum target ratio.
The Company’s investment grade credit ratings provide additional financial flexibility and the ability to borrow to support the operations and growth strategies of the business. The following table sets forth the credit ratings from rating agencies in respect of the Company’s outstanding securities as of December 31, 2024:
 
  
  
 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
Net debt is defined as total indebtedness (excluding the associated unamortized transaction costs and premiums or discounts) plus the currency related fair value of associated hedging instruments, and lease liabilities less cash and cash equivalents. As the Company hedges some of its debt to reduce risk, the hedging instruments are included in the measurement of the total obligation associated with its outstanding debt. However, because the Company generally intends to hold the debt and related hedges to maturity, it does not consider the associated fair value of the interest-related component of hedging instruments in the measurement of net debt.
The following table presents the calculation of net debt:
 
     
    December 31,  
 
     
 2024
    
 2023
 
Current indebtedness   
973
     372  
Long-term indebtedness   
1,847
     2,905  
Total debt   
2,820
     3,277  
Swaps   
21
     (65)  
Total debt after swaps   
2,841
     3,212  
Remove fair value adjustments for hedges
(1)
  
5
     2  
Total debt after currency hedging arrangements   
2,846
     3,214  
Remove transaction costs, premiums or discounts, included in the carrying value of debt   
22
     26  
Add: Lease liabilities (current and
non-current)
  
256
     265  
Less: cash and cash equivalents   
(1,968)
     (1,298)  
Net debt   
1,156
     2,207  
 
(1)
Represents the interest-related fair value component of hedging instruments that are removed to reflect net cash outflow upon maturity.
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
The following reconciles movements of liabilities to cash flows arising from financing activities for the years ended December 31, 2024 and 2023:
 
  
  
Notes and 
Debentures 
 
  
Commercial  
Paper
 
  
Derivative
Instruments  
(Assets)
Liabilities
 
  
Lease
Liabilities  
 
  
Total Liabilities 
From Financing 
Activities
 
December 31, 2022      3,713        1,048        (42)        235        4,954  
Repayments of debt      (600)        -        -        -        (600)  
Proceeds from commercial paper      -        9,587        -        -        9,587  
Repayments of commercial paper      -        (10,543)        -        -        (10,543)  
Payments of lease principal      -        -        -        (58)        (58)  
Additional leases      -        -        -        80        80  
Foreign exchange movements      29        -        (29)        5        5  
Other, net
(1)
     5        38        6        3        52  
December 31, 2023   
3,147
  
130
  
(65)
  
265
  
3,477
Repayments of debt   
(290)
  
-
  
-
  
-
  
(290)
Proceeds from commercial paper   
-
  
3,280
  
-
  
-
  
3,280
Repayments of commercial paper   
-
  
(3,420)
  
-
  
-
  
(3,420)
Payments of lease principal   
-
  
-
  
-
  
(63)
  
(63)
Additional leases   
-
  
-
  
-
  
52
  
52
Acquisitions   
 
48
 
  
 
-
 
  
 
-
 
  
 
6
 
  
 
54
 
Foreign exchange movements   
(88)
  
-
  
88
  
(10)
  
(10)
Other, net
(1)
  
3
  
10
  
(2)
  
6
  
17
December 31, 2024
  
2,820
  
-
  
21
  
256
  
3,097
 
(1)
Includes amortization of transaction and discount costs as well as fair value movements on derivatives.
Fair value estimation
The following fair value measurement hierarchy is used for financial instruments that are measured in the consolidated statement of financial position at fair value:
 
 
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
 
 
Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
 
 
Level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
 
The levels used to determine fair value measurements for those instruments carried at fair value in the consolidated statement of financial position are as follows:
 
 December 31, 2024
  
        Level 1
 
  
 Level 2
 
  
 Level 3
 
  
Total
 Balance
 
 Assets
 Money market accounts
 and other securities
  
-
  
1,095
  
-
  
1,095
 Other receivables
(1)
  
-
  
-
  
360
  
360
 Financial assets at fair value through earnings   
-
  
1,095
  
360
  
1,455
 Financial assets at fair value through other comprehensive income
(2)
  
1
  
-
  
98
  
99
 Total assets   
1
  
1,095
  
458
  
1,554
 Liabilities            
 Derivatives used for hedging
(3)
  
-
  
(21)
  
-
  
(21)
 Contingent consideration
(4)
  
-
  
-
  
(51)
  
(51)
 Financial liabilities at fair value through earnings   
-
  
(21)
  
(51)
  
(72)
 Total liabilities   
-
  
(21)
  
(51)
  
(72)
 
 
Thomson Reuters Annual Report 2024
   Page 121

Table of Contents
December 31, 2023
  
        Level 1
 
  
 Level 2
 
  
 Level 3
 
  
Total
 Balance
 
 Assets
 Money market accounts
     -        906        -        906  
 Other receivables
(1)
     -        -        263        263  
 Foreign exchange contracts
(5)
     -        58        -        58  
 Financial assets at fair value through earnings      -        964        263        1,227  
 Financial assets at fair value through other comprehensive income
(2)
     33        -        65        98  
 Derivatives used for hedging
(3)
     -        65        -        65  
 Total assets      33        1,029        328        1,390  
 Liabilities            
 Foreign exchange contracts
(5)
     -        (32)        -        (32)  
 Contingent consideration
(4)
     -        -        (22)        (22)  
 Financial liabilities at fair value through earnings      -        (32)        (22)        (54)  
 Total liabilities      -        (32)        (22)        (54)  
 
(1)
Receivable under an indemnification arrangement and contingent receivable (see below).
 
(2)
Investments in entities over which the Company does not have control, joint control or significant influence.
 
(3)
Comprised of
fixed-to-fixed
cross-currency swaps on indebtedness.
 
(4)
Obligations to pay additional consideration for prior acquisitions, based upon performance measures contractually agreed at the time of purchase, and to purchase shares from minority owners of a subsidiary.
 
(5)
Related to the management of foreign exchange risk on a portion of the Company’s former indirect investment in LSEG.
As of December 31, 2024, other receivables in level 3 of the fair value measurement hierarchy include amounts due from an indemnification arrangement and $
88
million in contingent receivables from the sale of FindLaw (see note 7), the fair value of which is subject to the achievement of certain performance milestones over the next six to eighteen months. The increase in the receivable between December 31, 2023 and December 31, 2024 reflects the establishment of the receivables from the sale of FindLaw and to a lesser extent, fair value gains associated with the indemnification arrangement. The fair value movements associated with the indemnification receivable are included within “Earnings from discontinued operations, net of tax”, in the consolidated income statement.
The Company recognizes transfers into and out of the fair value measurement hierarchy levels at the end of the reporting period in which the event or change in circumstances that caused the transfer occurred. There were no transfers between hierarchy levels for the year ended December 31, 2024.
Valuation Techniques
The fair value of financial instruments that are not traded in an active market (for example,
over-the-counter
derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Specific valuation techniques used to value financial instruments include:
 
 
The fair value of investments reflect pricing from equity funding rounds, as applicable, and quoted market prices;
 
 
The fair value of cross-currency interest rate swaps and foreign exchange contracts are calculated as the present value of the estimated future cash flows based on observable yield curves;
 
 
The fair value of receivables due under indemnification arrangement considers estimated future cash flows, current market interest rates and
non-performance
risk;
 
 
The fair value of contingent receivables from the sale of FindLaw are based on a discounted cash flow analysis;
 
 
The fair value of contingent consideration liability is calculated based on estimates of future revenue performance or the achievement of certain commercial milestones.
 
 
Page 122   
Thomson Reuters Annual Report 2024

Table of Contents
Offsetting Financial Assets and Financial Liabilities
The Company is subject to master netting arrangements with certain counterparties. Certain of these arrangements allow for the netting of assets and liabilities in the ordinary course of business and are reflected on a net basis in the consolidated statement of financial position. In other circumstances, netting is permitted only in the event of bankruptcy or default of either party to the agreement, and such amounts are not netted in the consolidated statement of financial position. The following table sets forth balances that are subject to master netting arrangements, however there were no offsetting amounts as of December 31, 2024 or 2023.
 
$
  
$
  
$
  
$
  
$
  
 Financial assets
 
 
Gross Financial
Assets
 
 
 
 

Gross Financial
Liabilities Netted
Against Assets
 
 
 
 
 


Net Financial Assets

in the Consolidated
Statement of
Financial Position
 

 
 
 
 

Related Financial
Liabilities Not
Netted
 
 
 
 
 
Net Amount
 
 Cash and cash equivalents
 
 
51
 
 
 
-
 
 
 
51
(1)
 
 
 
-
 
 
 
51
 
 December 31, 2024
 
 
51
 
 
 
-
 
 
 
51
 
 
 
-
 
 
 
51
 
 Derivative financial assets
 
 
123
 
 
 
-
 
 
 
123
(2)
 
 
 
-
 
 
 
123
 
 Cash and cash equivalents
 
 
63
 
 
 
-
 
 
 
63
(1)
 
 
 
-
 
 
 
63
 
 December 31, 2023
 
 
186
 
 
 
-
 
 
 
186
 
 
 
-
 
 
 
186
 
 
 
 
 
 
 Financial liabilities
 
 
Gross Financial
Liabilities
 
 
 
 

Gross Financial
Assets Netted
Against Liabilities
 
 
 
 
 


Net Financial Liabilities
in the Consolidated
Statement of

Financial Position
 
 
 

 
 
 

Related Financial
Assets Not
Netted
 
 
 
 
 
Net Amount
 
 Derivative financial liabilities
 
 
21
 
 
 
-
 
 
 
21
(3)
 
 
 
-
 
 
 
21
 
 December 31, 2024
 
 
21
 
 
 
-
 
 
 
21
 
 
 
-
 
 
 
21
 
 Derivative financial liabilities
 
 
32
 
 
 
-
 
 
 
32
(3)
 
 
 
-
 
 
 
32
 
 December 31, 2023
 
 
32
 
 
 
-
 
 
 
32
 
 
 
-
 
 
 
32
 
 
(1)
Included within “Cash and cash equivalents” in the consolidated statement of financial position. 
(2)
Included within “Other financial assets”, current or
non-current
as appropriate, in the consolidated statement of financial position.
(3)
Included within “Other financial liabilities”, current or
non-current
as appropriate, in the consolidated statement of financial position.
Note 21: Other
Non-Current
Assets
 
  
  
      December 31,   
 
  
  
   2024
 
  
   2023
 
 Cash surrender value of life insurance policies   
370
     354  
 Deferred commissions   
98
     108  
 Net defined benefit plan surpluses (see note 27)   
40
     45  
 Other
non-current
assets
(1)
  
117
     111  
 Total other
non-current
assets
  
625
     618  
 
(1)
Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $89 million and $91 million as of December 31, 2024 and 2023, respectively (see note 31).
Note 22: Payables, Accruals and Provisions
 
  
  
      December 31,   
 
  
  
   2024
 
  
   2023
 
Trade payables   
176
     181  
Accruals   
799
     798  
Provisions (see note 23)   
63
     92  
Other current liabilities   
53
     43  
Total payables, accruals and provisions   
1,091
     1,114  
 
 
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   Page 123

Table of Contents
Note 23: Provisions and Other
Non-Current
Liabilities
 
  
  
      December 31,   
 
  
  
2024
 
  
2023
 
Net defined benefit plan obligations (see note 27)   
523
     535  
Deferred compensation and employee incentives   
75
     74  
Provisions   
62
     71  
Other
non-current
liabilities
  
15
     12  
Total provisions and other
non-current
liabilities
  
675
     692  
The following table presents the movement in provisions for the years ended December 31, 2024 and 2023:
 
  
  
Employee-Related
 
  
Facilities-Related
 
  
  Other
 
  
  Total
 
 Balance as of December 31, 2022      52        23        119        194  
 Charges (releases)      55        3        (4)        54  
 Utilization      (63)        (4)        (17)        (84)  
 Translation and other, net      1        1        (3)        (1)  
 Balance as of December 31, 2023      45        23        95        163  
 Less: short-term provisions      45        2        45        92  
 Long-term provisions      -        21        50        71  
 Balance as of December 31, 2023   
45
  
23
  
95
  
163
 Charges   
21
  
-
  
19
  
40
 Utilization   
(45)
  
(2)
  
(29)
  
(76)
 Translation and other, net   
(1)
  
(1)
  
-
  
(2)
 Balance as of December 31, 2024
  
20
  
20
  
85
  
125
 Less: short-term provisions
  
20
  
1
  
42
  
63
 Long-term provisions
  
-
  
19
  
43
  
62
Employee-related
The employee-related provisions consisted of severance.
Facilities-related
Facilities-related provisions include lease retirement obligations, which arise when the Company agrees to restore a leased property to a specified condition at the completion of the lease period. Lease retirement provisions relate primarily to leases which expire over the next five years.
Other
Other includes provisions related to items such as disposed businesses, legal matters and health care.
Note 24: Deferred Tax
The movements of deferred tax assets and liabilities are shown below:
 
 Deferred tax liabilities
 
Goodwill and
Other Identifiable
Intangible Assets
 
 
Equity Method
Investments
 
 
Other
 
 
Total
 
 December 31, 2022     512       703          57          1,272  
 Acquisitions     7       -       61       68  
 (Benefit) expense to income statement - continuing operations
    (6)       (400)       21       (385)  
 Translation and other, net     (6)       (1)       12       5  
 December 31, 2023  
507
 
302
 
151
 
960
 Acquisitions  
10
 
-
 
59
 
69
 Benefit to income statement - continuing operations
 
(1)
 
(258)
 
(58)
 
(317)
 Expense to other comprehensive income
 
-
 
-
 
2
 
2
 Translation and other, net  
-
 
-
 
(17)
 
(17)
 December 31, 2024
 
516
 
44
 
137
 
697
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
 Deferred tax assets
 
Tax Losses
and Other
Attributes
 
 
Goodwill and
Other Identifiable
Intangible Assets
 
 
Employee
Benefits and
Compensation
 
 
Other
 
 
Total
 
 December 31, 2022     176       979       185          153          1,493  
 Acquisitions     12       -       -       5       17  
 Benefit (expense) to income statement – continuing operations
    3       -       (6     6       3  
 Expense to equity     -       -       (3     -       (3
 Translation and other, net     (1     1       1       -       1  
 December 31, 2023  
190
 
980
 
177
 
164
 
1,511
 Acquisitions  
18
 
-
 
-
 
1
 
19
 Benefit (expense) to income statement – continuing operations
 
323
 
(113
 
5
 
108
 
323
 Expense to other comprehensive income  
-
 
-
 
(5
 
(1
 
(6
 Expense to equity  
-
 
-
 
(4
 
-
 
(4
 Translation and other, net  
(8
 
(2
 
-
 
(1
 
(11
 December 31, 2024
 
523
 
865
 
173
 
271
 
1,832
 Net deferred tax asset as of December 31, 2023             551  
 Net deferred tax asset as of December 31, 2024
                                     
1,135
In 2024, the Company recognized $468 million of deferred tax assets relating to new tax legislation enacted in Canada in June 2024. The new legislation reduced the Company’s ability to deduct interest expense against its Canadian taxable income, thereby increasing Canadian taxable profits such that the Company now expects to utilize tax loss carryforwards and other tax attributes. The Company’s Canadian affiliates incurred losses in preceding periods. The Company recalculated these prior year results as if the newly enacted legislation was in place. The Company concluded that its Canadian affiliates would have been profitable for tax purposes and will continue to be profitable based on the new legislation. This profitability supports the recognition of the deferred tax asset.
The estimated recovery period for the deferred tax balances, which is based on the classification of the underlying items in the consolidated statement of financial position, is shown below:
 
  
  
   December 31,  
 
  
  
  2024
 
  
   2023
 
Deferred tax liabilities
  
  
Deferred tax liabilities to be recovered after more than 12 months      690        957  
Deferred tax liabilities to be recovered within 12 months      7        3  
Total deferred tax liabilities   
697
     960  
Deferred tax assets      
Deferred tax assets to be recovered after more than 12 months   
1,744
     1,428  
Deferred tax assets to be recovered within 12 months   
88
     83  
Total deferred tax assets   
1,832
     1,511  
Net deferred tax asset   
1,135
     551  
Deferred tax assets are recognized to the extent that the realization of the related tax benefit through future taxable profits and the resolution of uncertain tax positions is probable. The ability to realize these deferred tax benefits is dependent on a number of factors, including the future profitability of operations and the resolution of tax audits in the jurisdictions in which the deferred tax assets arose.
As of December 31, 2024, the following summarizes the Company’s tax losses, certain deductible temporary differences and other tax attributes:
 

  
 
Carry Forward
Loss/ Tax
Attributes
 
  
Tax
Value
 
  
Unrecognized
Deferred Tax
Assets
 
  
Net Deferred
Tax Assets
 
 Canadian net operating losses  
1,752
  
464
  
(134)
  
330
 Net operating losses - other jurisdictions  
1,840
  
440
  
(334)
  
106
 Capital losses  
466
  
117
  
(108)
  
9
 Investment in subsidiaries  
349
  
85
  
(85)
  
-
 Other deductible temporary differences  
371
  
96
  
(19)
  
77
 U.S. state net operating losses
(1)
 
n/m
  
2
  
(1)
  
1
 Total  
4,778
  
1,204
  
(681)
  
523
 
(1)
The aggregation of U.S. state net operating losses is not meaningful due to differing combination and apportionment rules in various states.
 
 
Thomson Reuters Annual Report 2024
   Page 125

Table of Contents
If not utilized, most of the Canadian tax losses carried forward will expire between 2029 and 2044. Approximately
$921 million of the tax losses carried forward in other jurisdictions expire between 2034 and 2041, and the remainder may be carried forward indefinitely.
No deferred tax is recognized on the temporary differences associated with investments in subsidiaries and equity method investments to the extent that the Company can control the timing and reversal of such differences, or the reversal would not create a tax liability. These temporary differences are primarily attributable to the undistributed earnings of
non-Canadian
subsidiaries, which were $12.7 billion as of December 31, 2024 (2023 - $14.4 billion).
Note 25: Capital
The change in capital, which includes stated share capital and contributed surplus, was as follows:
 

  
  
Number of
Common
Shares
 
  
Stated Share
Capital
 
  
Cumulative
Redeemable
Preference
Share
Capital
 
  
Contributed
Surplus
 
  
Total Capital
 
 Balance, December 31, 2022      476,059,110        $3,754        $110        $1,534        $5,398  
 Return of capital      (15,781,853)        (2,107)        -        60        (2,047)  
 Shares issued under DRIP      162,457        21        -        -        21  
 Stock compensation plans
(1)
     1,147,749        142        -        (90)        52  
 Repurchases of common shares
(2)
     (8,624,631)        (19)        -        -        (19)  
 Balance, December 31, 2023   
452,962,832
  
1,791
  
110
  
1,504
  
3,405
 Shares issued under DRIP   
180,659
  
29
  
-
  
-
  
29
 Stock compensation plans
(1)
  
942,756
  
152
  
-
  
(73)
  
79
 Repurchases of common shares   
(4,075,762)
  
(15)
  
-
  
-
  
(15)
 Balance, December 31, 2024
  
450,010,485
    
$1,957
    
$110
    
$1,431
    
$3,498
 
(1)
Movements in contributed surplus include cash payments related to withholding tax on stock compensation plans.
(2)
Stated
share
capital was reduced by $11 million related to the Company’s
pre-defined
share repurchase plan. See share repurchases below.
Common shares of the Company have no par value and the authorized common share capital is an unlimited number of shares.
Return of Capital and Share Consolidation
In June 2023, the Company returned approximately $2.0 billion to its shareholders through a return of capital transaction, which was funded from the proceeds of the Company’s dispositions of LSEG shares (see note 9). The transaction consisted of a cash distribution of $4.67 per common share and a share consolidation, or “reverse stock split”, at a ratio of 1
pre-consolidated
share for 0.963957 post-consolidated shares
.
Shareholders who were subject to income tax in a jurisdiction other than Canada were given the opportunity to opt-out of the transaction. The share consolidation was proportional to the cash distribution and the share consolidation ratio was based on the volume weighted-average trading price of the shares on the NYSE, the stock exchange on which its shares were listed at the time (see note 33), for the five-trading day period immediately preceding June 23, 2023, the effective date for the return of capital transaction. Woodbridge, our principal shareholder, participated in this transaction. As a result of the share consolidation, the Company’s outstanding common shares were reduced by
15.8 million common shares.
Dividends
Dividends on common shares are declared in U.S. dollars. In the consolidated statement of cash flow, dividends paid on common shares are shown net of amounts reinvested in the Company under its DRIP.
Details of dividends declared per common share and dividends paid on common shares are as follows:
 
  
  
  Year ended December 31, 
 
  
  
  2024
 
  
  2023
 
 Dividends declared per common share   
$
2.16
   $ 1.96  
 Dividends declared   
973
     908  
 Dividends reinvested   
(29)
     (21)  
 Dividends paid   
944
     887  
Registered holders of common shares may participate in the DRIP, under which cash dividends are automatically reinvested in new common shares. Common shares are valued at the weighted-average price at which the shares traded on the TSX during the five trading days immediately preceding the record date for the dividend.
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
Share Repurchases – Normal Course Issuer Bid (“NCIB”)
The Company buys back shares (and subsequently cancels them) from time to time as part of its capital strategy. Share repurchases are typically executed under a NCIB. On November 1, 2023, the Company announced that it planned to repurchase up to
$1.0 
billion of its common shares under a renewed NCIB, which was approved by the TSX and effective on November 1, 2023. Under the renewed NCIB, up to
10 million
common shares were permitted to be repurchased between November 3, 2023 and November 2, 2024. In May 2024, the Company completed its $1.0 billion share repurchase plan.
Details of share repurchases were as follows:

  
  
  Year ended December 31,  
 
  
  
  2024
 
  
  2023
 
 Share repurchases (millions of U.S. dollars)   
639
     1,079  
 Shares repurchased (number in millions)   
4.1
     8.6  
 Share repurchases - average price per share   
$
156.92
   $ 125.07  
From time to time when the Company does not possess material nonpublic information about itself or its securities, it may enter into a
pre-defined
plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with the Company’s broker will be adopted in accordance with applicable Canadian securities laws and the requirements of Rule
10b5-1
under the U.S. Securities Exchange Act of 1934, as amended. The Company entered into such a plan with its broker on December 28, 2023. As a result, the Company recorded a $400 million liability in “Other financial liabilities” within current liabilities as of December 31, 2023 with a corresponding amount recorded in equity in the consolidated statement of financial position.
Series II, Cumulative Redeemable Preference Shares
The authorized preference share capital of the Company is an unlimited number of preference shares without par value. The directors are authorized to issue preference shares without par value in one or more series, and to determine the number of shares in and terms attaching to, each such series. As of December 31, 2024 and 2023,
6,000,000 Series II, cumulative redeemable preference shares were authorized, issued and outstanding. The Series II preference shares are
non-voting
and are redeemable at the option of the Company for C$
25.00
per share, together with accrued dividends. Dividends are payable quarterly at an annual rate of 70% of the Canadian bank prime rate applied to the stated capital of such shares.
Note 26: Share-Based Compensation
The Company operates equity-settled compensation plans under which it receives services from employees as consideration for equity instruments of the Company. Each plan is described below:
Stock Incentive Plan
Under its stock incentive plan, the Company may grant stock options, TRSUs, performance restricted share units (“PRSUs”) and other awards to certain employees for a maximum of up to 69,150,969 common shares. As of December 31, 2024, there were 7,678,633 awards available for grant (2023 – 8,459,523). The following table summarizes the methods used to measure fair value for each type of award and the related vesting period over which compensation expense is recognized:
 
  
  
  
  
  
  
 
Equity-settled
 
 
 
  Type of award
  
 
Vesting period
  
 
Fair Value Measure
  
Compensation expense based on:
  Stock options
   Up to four years   
Black-Scholes
option pricing model
  
Fair value on business day prior
to grant date
  TRSUs
   Up to five years   
Closing common
share price
  
Fair value on business day prior
to grant date
  PRSUs
  
Three-year
performance period
  
Closing common
share price
  
Fair value on business day prior
to grant date and adjusting the number of awards expected to vest based on company performance
 
 
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Table of Contents
Additional information on each type of award is as follows:
Stock Options
The maximum term of an option is 10 years from
the grant date. Under the plan, options may be granted by reference to the Company’s common share price on the NYSE, on the Nasdaq effective February 25, 2025 (see note 33), or TSX.
The weighted-average fair value of options granted for the years ended December 31, 2024 and 2023 and principal assumptions used in applying the Black-Scholes option pricing model were as follows:
 

  
  
  Year ended December 31, 
 
  
  
2024
 
  
2023
 
 Weighted-average fair value     
$35.93
   $25.93  
 Weighted-average of key assumptions:      
Share price
    
$157.02
     $121.16  
Exercise price
    
$157.02
     $121.16  
Risk-free interest rate
  
4.2%
     4.2%  
Dividend yield
  
1.8%
     2.1%  
Volatility factor
  
23%
     22%  
Expected life (in years)
  
5
     5  
The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions. The model requires the use of subjective assumptions, including expected stock-price volatility. Historical data has been considered in setting the assumptions.
Time-Based Restricted Share Units (TRSUs)
TRSUs give the holder the right to receive one common share for each unit that vests on the vesting date. The holders of TRSUs have no voting rights and accumulate additional units based on notional dividends paid by the Company on its common shares on each dividend payment date, which are reinvested as additional TRSUs. The weighted-average fair value of TRSUs granted was $162.37 and $125.92 for the years ended December 31, 2024 and 2023, respectively.
Performance Restricted Share Units (PRSUs)
PRSUs give the holder the right to receive one common share for each unit that vests on the vesting date. The holders of PRSUs have no voting rights and accumulate additional units based on notional dividends paid by the Company on its common shares on each dividend payment date, which are reinvested as additional PRSUs. The percentage of PRSUs initially granted that vests depends upon the Company’s performance, typically over a three-year period, against
pre-established
performance goals. Between 0% and 200% of the initial amounts may vest for grants made from 2022 through 2024. The weighted-average fair value of PRSUs granted was $157.54 and $121.13 for the years ended December 31, 2024 and 2023, respectively.
Employee Stock Purchase Plan (ESPP)
The Company maintains an ESPP whereby eligible employees can purchase common shares at a 15%
discount to the closing share price on the NYSE, or on the Nasdaq effective February 25, 2025 (see note 33), on the last business day of each quarter. Each quarter, employees may elect to authorize payroll deductions from their eligible compensation, up to a maximum of
$21,250 per year (or a comparable amount in foreign currency for the global ESPP). The discount is expensed as incurred. A maximum of 20,388,909 common shares can be purchased through the ESPP.
The movement in the number of awards outstanding and their related weighted-average exercise prices are as follows:
 
 Awards outstanding (in thousands):
  
Stock
Options
 
  
TRSUs
 
  
PRSUs
 
  
Total
 
  
Weighted-
Average
Exercise
Price
(1)
 
 Outstanding as of December 31, 2022      1,908        1,390        798        4,096        $78.06  
 Granted      245        446        244        935        $121.16  
 Exercised      (734      (693      (283      (1,710      $68.66  
 Forfeited      (85      (125      (116      (326      $99.68  
 Outstanding as of December 31, 2023
  
1,334
  
1,018
  
643
  
2,995
    
$89.76
 Exercisable as of December 31, 2023      546        -        -        546        $77.32  
 Granted
  
196
  
438
  
338
  
972
    
$157.02
 Exercised
  
(273
  
(578
  
(347
  
(1,198
    
$77.98
 Forfeited
  
(44
  
(82
  
(64
  
(190
    
$122.15
 Outstanding as of December 31, 2024
  
1,213
  
796
  
570
  
2,579
    
$102.10
 Exercisable as of December 31, 2024
  
677
    
-
    
-
    
677
    
$84.32
 
 
(1)
Represents the weighted-average exercise price for stock options. TRSUs and PRSUs are excluded as they entitle holders to receive common shares upon vesting without an associated exercise price.
 
 
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Table of Contents
In 2024, the weighted-average share price at the time of exercise for the awards described above was $159.72 per share (2023 – $123.23).
Share-based compensation expense for years ended December 31, 2024 and 2023 was as follows:
 
  
    
Stock Options
    
TRSUs
    
PRSUs
    
ESPP
  
Total 
December 31, 2024
    
5
    
52
    
25
    
5
  
87
December 31, 2023      5      47      25      6    83
Relative to the share-based awards outstanding as of December 31, 2024, the Company expects to pay approximately $92 million as of December 31, 2024 (2023 – $109 million) to tax authorities for employee withholding tax liabilities when these awards are exercised in the future.
The following table summarizes additional information relating to stock options outstanding as of December 31, 2024:
 
 Range of exercise prices
(1)
  
Number
Outstanding
(in
thousands)
  
Weighted-
Average
Remaining
Contractual Life
(years)
  
Weighted-
Average
Exercise
Price for
Awards
Outstanding
  
Number
Exercisable (in
thousands)
  
Weighted-
Average
Exercise Price
for Awards
Exercisable
 $50.01 - $55.00
  
48
  
4
  
$54.36
  
48
  
$54.36
 $75.01 - $80.00
  
322
  
5
  
$75.96
  
322
  
$75.96
 $85.01 - $90.00
  
239
  
6
  
$88.87
  
164
  
$88.87
 $100.01 - $105.00
  
220
  
7
  
$102.00
  
97
  
$102.00
 $120.01 - $125.00
  
199
  
8
  
$121.19
  
46
  
$121.20
 $155.01 - $160.00
  
183
  
9
  
$156.94
  
-
  
$156.94
 $165.01 - $170.00
  
2
  
9
  
$167.87
  
-
  
$167.87
 Total
  
1,213
              
677
     
 
(1)
TRSUs and PRSUs are excluded as they entitle holders to receive common shares upon vesting without an associated exercise price.
Note 27: Employee Benefit Pl
ans
Retirement Benefits
The Company sponsors both defined benefit and defined contribution employee future benefit plans covering substantially all employees. Costs for future employee benefits are accrued over the periods in which employees earn the benefits. Defined benefit plans provide pension and other post-employment benefits (“OPEB”) to covered employees. Significant plans are valued under IAS 19,
Employee Benefits
, using the projected unit credit method.
The most significant funded defined benefit plans are the Thomson Reuters Group Pension Plan (“TRGP”), covering U.S. employees, and The Thomson Corporation PLC Pension Scheme (“TTC”), covering U.K. employees. The TRGP and TTC plan were frozen from future service accruals effective January 1, 2023 and July 1, 2021, respectively. Except where required by law, virtually all defined benefit plans are closed to new employees. The Company also has unfunded obligations consisting of supplemental executive retirement plans (“SERPs”) and OPEB consisting largely of retiree medical benefits, both primarily in the U.S. Defined benefit obligations in the rest of the world are less significant.
Defined benefit plan design and governance
Benefits are generally based on salary and years of service, although each plan has a unique benefits formula. The normal retirement age is typically in the range of 60 to 65 years and benefits are generally payable in annuity or lump sum upon retirement. Most plans include provisions for early retirement, death, survivor and disability benefits. Under the TTC plan, vested benefits of former employees who are not yet of retirement age are held in deferment. Under the TRGP, former and future terminating employees with vested benefits have the option to receive benefits as a lump sum or to defer benefits until retirement. In addition, future TRGP retirees may receive benefits in lump sum or annuity. Eligible benefits under the TTC plan increase based on inflation, whereas TRGP benefits are not indexed to inflation. In some countries, the Company operates cash balance plans (accounted for as defined benefit obligations) where the accumulated balance on the pension account is based on employee and employer allocations and a promised annual crediting rate.
The TRGP is a qualified pension plan in the U.S. and is governed by the Employee Retirement Income Security Act of 1974 (“ERISA”). In its role as plan fiduciary, the Company has a policy to contribute at least the minimum required amount under ERISA.
Similar to the TRGP, the Company bears the cost of the TTC plan (less employee contributions). However, the responsibility for the management and governance of the TTC plan lies with an independent trustee board (the “Trustees”). The Trustees are responsible for carrying out triennial valuations (unless circumstances require an earlier review) and securing funding for benefit payments. To develop funding valuations and investment policies, the Trustees consult with the plan’s actuary (who is independent of the Company’s actuary), the plan’s investment advisors (also independent of the Company’s investment advisors) and the Company. The Trustees and the Company are required to agree on a schedule of contributions in support of funding objectives. These arrangements are updated in conjunction with the triennial valuations.
 
 
Thomson Reuters Annual Report 2024
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Table of Contents
Other international locations operate various pension plans in accordance with local regulations and practices.
Plan amendment
In the third quarter of 2024, retiree medical benefits in the U.S. were amended with effect from January 1, 2025 to transition to a HRA where the Company provides a fixed subsidy to plan participants that may be used to purchase healthcare insurance on the individual marketplace. Previously, the Company delivered benefits through a combination of self-insured and fully-insured models. The amendment resulted in a gain of $13 million in 2024 due to lower retiree medical costs expected in the future under the HRA model. The gain was recognized in “Other operating gains, net” within the consolidated income statement and as a reduction to the Company’s OPEB obligations in the consolidated statement of financial position.
Net defined benefit plan obligations
The movement on net defined benefit plan obligations was as follows:
 
  
 
Pension Plans
(1)
 
  
OPEB
(1)
 
  
Total
(1)
 
  
 
 2024
 
 
 2023
 
  
 2024
 
  
 2023
 
  
 2024
 
  
 2023 
 
 As of January 1  
(418)
    (397)     
(72)
     (81)     
(490)
     (478)   
 Plan (expense) benefit recognized in income statement  
(44)
    (42)     
8
     (5)     
 
(36)
     (47)   
 Actuarial gains (losses)  
11
    (9)     
(6)
     9     
5
     -  
 Exchange differences  
-
    2     
3
     -     
3
     2  
 Contributions paid  
28
    28     
7
     5     
35
     33  
 Net plan obligations as of December 31
 
(423)
    (418)     
(60)
     (72)     
(483)
     (490)   
 Net plan surpluses recognized in
non-current
assets
            
40
     45  
 Net plan obligations recognized in
non-current
liabilities
                                        
(523)
     (535)   
 
(1)
Includes amounts for immaterial defined benefit and OPEB plans that are not included in the detailed analysis below.
Analysis of material defined benefit plans
The following analysis relates to the Company’s most significant defined benefit plans, the largest of which are in the U.S. and the U.K.
The net surpluses (obligations) of the material defined benefit plans recognized in the consolidated statement of financial position were as follows:
 
 
  
Funded
 
  
Unfunded
(1)
 
  
OPEB
 
  
Total
 
 
 
 
 
 
 
 
 
 
 As of December 31,
  
2024
 
  
2023
 
  
2024
 
  
2023
 
  
2024
 
  
2023
 
  
2024
 
  
2023 
 
 Present value of plan obligations   
 
(2,382)
     (2,606)     
 
(212)
     (231)     
 
(34)
     (50)     
 
(2,628)
     (2,887)   
 Fair value of plan assets   
2,174
     2,421     
-
     -     
-
     -     
2,174
     2,421  
 Net plan obligations   
(208)
     (185)     
(212)
     (231)     
(34)
     (50)     
(454)
     (466)   
 Net plan surpluses   
34
     39     
-
     -     
-
     -     
34
     39  
 Net plan obligations   
(242)
     (224)     
(212)
     (231)     
(34)
     (50)     
(488)
     (505)   
(1)
Unfunded pension plans consist of SERPs.
Defined benefit obligation
The following summarizes activity in the defined benefit obligation:
 
 Present Value of Defined Benefit Obligations
  
Funded
 
  
Unfunded
 
  
OPEB
 
  
Total
 
 As of December 31,
  
2024
 
  
2023
 
  
2024
 
  
2023
 
  
2024
 
  
2023
 
  
2024
 
  
2023 
 
 Opening defined benefit obligation   
(2,606)
     (2,502)     
(231)
     (227)     
(50)
     (58)     
(2,887)
     (2,787)   
 Current service cost   
 
(4)
  
 
(3)     
(1)
     (1)     
(1)
     (1)     
(6)
     (5)   
 Administration fees   
(15)
     (15)     
 
-
     -     
-
     -     
 
(15)
     (15)   
 Interest cost   
(123)
     (126)     
(11)
     (12)     
(2)
     (3)     
(136)
     (141)   
 Actuarial gains (losses) from changes in financial assumptions
(1)
  
179
     (88)     
9
     (6)     
1
     8     
189
     (86)   
 Actuarial gains from changes in demographic assumptions
  
-
     37     
-
     -     
-
     3     
-
     40  
 Experience losses   
(4)
     (19)     
(1)
     (6)     
(2)
     (3)     
(7)
     (28)   
 Contributions by employees   
(2)
     (2)     
-
     -     
(2)
     (2)     
(4)
     (4)   
 Benefits paid   
159
     142     
22
     22     
9
     6     
190
     170  
 Administration fees disbursements   
15
     15     
-
     -     
-
     -     
15
     15  
 Plan amendments   
(1)
     -     
-
     -     
13
     
12
     -   
 Exchange differences   
20
     (45)     
1
     (1)     
-
     -     
21
     (46)   
 Closing defined benefit obligation
  
(2,382)
     (2,606)     
(212)
     (231)     
(34)
     (50)     
(2,628)
     (2,887)   
 
(1)
For funded plans, gains in 2024, were primarily associated with an increase in discount rates and losses in 2023, were primarily associated with a decrease in discount rates, used to measure the obligation.
 
 
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The total closing defined benefit obligation can be further analyzed by participant group and by geography.
 
 As of December 31,
  
2024
     2023            
 As of December 31,
  
2024
     2023   
 Active employees   
19%
     21%          U.S.   
71%
     70%   
 Deferred   
35%
     35%          U.K.   
24%
     25%   
 Retirees   
46%
     44%          Rest of world   
5%
     5%   
 Closing defined benefit obligation
  
100%
     100%             
100%
     100%   
The weighted-average duration of plan obligations for the TRGP and TTC in 2024 was 12 years (2023 – 13 years) and 13 years (2023 – 14 years), respectively.
Plan assets
The following summarizes activity in plan assets:
 
 Fair Value of Plan Assets
  
Funded
 
  
Unfunded
 
  
OPEB
 
  
Total
 
 As of December 31,
  
 2024
 
  
 2023
 
  
 2024
 
  
 2023
 
  
 2024
 
  
 2023
 
  
 2024
 
  
 2023 
 
 Opening fair value of plan assets   
2,421
     2,337     
-
     -     
-
     -     
2,421
     2,337  
 Interest income
(1)
  
113
     117     
-
     -     
-
     -     
113
     117  
 Return on plan assets excluding amounts included in interest income
(2)
  
(173)
     70     
-
     -     
-
     -     
(173)
     70  
 Contributions by employer   
6
     6     
22
     22     
7
     4     
35
     32  
 Contributions by employees   
2
     2     
-
     -     
2
     2     
4
     4  
 Benefits paid   
(159)
     (142)     
(22)
     (22)     
(9)
     (6)     
(190)
     (170)   
 Administration fees disbursements   
(15)
     (15)     
-
     -     
-
     -     
(15)
     (15)   
 Exchange differences   
(21)
     46     
-
     -     
-
     -     
(21)
     46  
 Closing fair value of plan assets
  
2,174
     2,421     
-
     -     
-
     -     
2,174
     2,421  
 
(1)
Interest income is calculated using the discount rate for the period.
(2)
Return on plan assets represents the difference between the actual return on plan assets and the interest income computed using the discount rate.
Investment policy of funded plans
Plan assets are invested to adequately secure benefits and to minimize the Company’s long-term contributions to the plans. However, specific investment allocations will vary across plans. The Company funds unfunded and OPEB plans as claims are made.
Plan fiduciaries, comprised of the Company, plan trustees, or third-party investment advisors selected by the Company set investment policies and strategies for each funded plan and oversee investment allocation, which includes selecting investment managers, commissioning periodic asset-liability studies and setting long-term strategic targets. Investment allocation considers various factors including the funded status of the plan, a balance between risk and return, the plan’s liquidity needs, current and expected economic and market conditions, specific asset class risk as well as the risk profile and maturity pattern of the respective plan.
Target investment allocation ranges are guidelines, not limitations. Funded plans may have broadly diversified portfolios with investments in equities, fixed income, real estate, insurance contracts, derivatives and other asset classes through direct ownership or through other instruments such as mutual funds, commingled funds and hedge funds. Derivatives, repurchase agreements and other financial instruments may also be used to achieve investment objectives or as a component of risk management such as for interest rate and currency management strategies.
 
 
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Table of Contents
In aggregate, the major categories of plan assets for funded plans were as follows:
 
    
Quoted
(1)
    
Unquoted
    
Total
 
As of December 31,
  
 2024
      2023     
 2024
      2023     
 2024
      2023  
Equities
(2)
  
1
     -     
522
     507     
523
     507  
Bonds
(3)
                 
Corporate
  
-
     -     
566
     575     
566
     575  
Government
  
-
     -     
365
     333     
365
     333  
Other fixed income
  
-
     -     
294
     258     
294
     258  
Total Bonds
  
-
     -     
1,225
     1,166     
1,225
     1,166  
Multi-asset
(4)
  
-
     -     
91
     131     
91
     131  
Derivatives
  
(2)
     -     
1
     242     
(1)
     242  
Cash and cash equivalents
  
40
     51     
197
     220     
237
     271  
Other
(5)
  
5
     3     
94
     101     
99
     104  
Total
  
44
     54     
2,130
     2,367     
2,174
     2,421  
 
(1)
Asset valuation based on Lev
e
l 1 evidence under the fair value hierarchy: quoted prices (unadjusted) in active markets for identical assets or liabilities.
(2)
Equities include direct shareholdings and funds focused on equity strategies.
(3)
Bonds include direct credit holdings and funds focused on fixed income strategies. Within this grouping, Government includes debt issued by national, state and local government agencies. In 2024 government bonds included an offset of $466 million representing collateralized borrowings associated with certain bonds under repurchase agreements. Other fixed income includes blended Corporate/Government credit strategies.
(4)
Multi-asset includes funds that invest in a range of asset classes.
(5)
Other is primarily real estate investments.
These portfolios are diversified in terms of geographic distribution and market sectors. As of December 31, 2024 and 2023, there were no Thomson Reuters securities held in the Company’s pension plans’ assets.
Contributions
In 2024 and 2
0
23, the Company contributed $35 million and $32 million, respectively, to its material defined benefit plans.
In 2025, the Company expects to contribute approximately $33 million to its material defined benefit plans, of which $6 million will be in accordance with the normal funding policy of funded plans and $27 million will be for claims expected to arise under unfunded and OPEB plans.
From time to time, the Company may elect to make voluntary contributions to improve the funded status of the plans. For certain plans, the trustees have the right to call for special valuations, which could subsequently result in the Company having to make an unexpected contribution. Market-related factors may also affect the timing and amount of contributions. The amount and timing of any future required contributions to pension plans could differ significantly from the Company’s estimates as of December 3
1
, 2024.
Actuarial assumptions
The weighted-average actuarial assumptions were as follows:
 
 
  
Funded
 
  
Unfunded
 
  
OPEB
 
 As of December 31,
  
2024
 
  
2023
 
  
2024
 
  
2023
 
  
2024
 
  
2023
 
 Discount rate   
 
5.47%
     4.86%     
 
5.57%
     5.06%     
 
5.30%
     4.95%  
 Inflation assumption   
3.06%
     2.95%     
2.70%
     2.70%     
-
     -  
 Rate of increase in pension payments   
2.96%
     2.87%     
2.76%
     2.76%     
-
     -  
 Medic
a
l cost trend
(1)
  
-
     -     
-
     -     
-
     7.00%  
 
(1)
Not applicable as of December 31, 2024 due to adoption of an HRA design for U.S. retiree medical plan benefits effective January 1, 2025. See “Plan amendment” above for additional information.
Discount rate
The discount rate was based on current market interest rates of high-quality, fixed-rate debt securities adjusted to reflect the duration of expected future cash outflows for pension benefit payments. To estimate the discount rate, the Company used a hypothetical yield curve that represented yields on high quality
zero-coupon
bonds with durations that mirrored the expected payment stream of the benefit obligation. For the TRGP and the TTC plans combined, a 0.25% increase or decrease in the discount rate would have decreased or increased the defined benefit obligation by approximately $67 million as of December 31, 2024.
Rates of inflation and pension payments
The rate of inflation, which impacts increases in eligible U.K. pension payments, was determined by reference to consumer and retail price indices. For the TTC plan, a 0.25% increase or decrease in the rate of increase in pension payments would have increased or decreased the defined benefit obligation by approximately $12 million as of December 31, 2024.
 
 
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Mortality assumptions
The mortality assumptions used to assess the defined benefit obligation as of December 31, 2024 are based on the following:
 
 
TRGP:
Pri-2012/MP-2021
Generational Table; and
 
TTC plan: SAPS S3 Light Tables with allowances for plan demographic specifics and longevity improvements.
The following table illustrates the life expectation in years of an average plan participant retiring at age 65 as of December 31, 2024 and 2023 and a plan participant at age 40 as of December 31, 2024 and 2023 retiring 25 years later at age 65 under the mortality assumptions used.
 
       
Life Expectation in Years 
December 31, 2024
              
Male
 
Female 
Employee retiring as of December 31, 2024 at age 65  
22
 
23
Employee age 40 as of December 31, 2024 retiring at age 65  
24
 
25
                      
       
  Life Expectation in Years 
December 31, 2023               
Male
 
Female 
Employee retiring as of December 31, 2023 at age 65   22   23
Employee age 40 as of December 31, 2023 retiring at age 65   24   25
For the TRGP and the TTC plans combined, an increase in life expectancy of one year across all age groups would have increased the defined benefit obligation by approximately $48 million as of December 31, 2024.
The sensitivity analyses are based on a change in one assumption while holding all other assumptions constant, so that interdependencies between assumptions are excluded. The measurement methodology (i.e. present value of the obligation calculated using the projected unit credit method) applied in the sensitivity analyses is also consistent with that used to determine the defined benefit obligation in the consolidated statement of financial position.
Risks and uncertainties
The material risks and uncertainties the Company is exposed to in relation to defined benefit pension plans are:
 
 
Investment risk
: Returns on plan assets may not be sufficient to fund plan obligations. To mitigate such risk, plan fiduciaries maintain investment policies and periodically review investment allocations to ensure adequate support of funding objectives. Additionally, plan fiduciaries review fund manager performance against benchmarks for specific investment mandates.
 
Interest rate risk
: Although a significant amount of plan assets are allocated to fixed income investments that employ a liability-matching strategy to materially hedge against interest rate risk, the Company’s funded benefit plans do not perfectly track movements in liabilities within its liability-hedging strategies. As a result, changes across the interest rate curve may require the Company to make additional contributions. Diversified asset allocations mitigate this risk by creating the potential to outperform changes in liabilities and to reinvest excess returns in liability matching assets, reducing the need for Company contributions.
 
Inflation risk
: Actual pension increases linked to inflation may exceed expectations, resulting in higher than anticipated plan obligations. To mitigate this risk, certain plan assets are invested in hedging assets, which may include derivatives and inflation-linked bonds.
 
Currency risk:
In some plans, obligations denominated in local currency may be partially funded by foreign investments. To hedge this currency mismatch, derivatives may be used.
 
Liquidity risk
: If a plan has insufficient cash to fund near-term benefit payments, the Company may have to make additional contributions or unexpected changes in asset allocations may be required. This risk is mitigated as near-term pension payments are reasonably known and plans generally hold short-term debt securities to fund such payments.
 
Mortality risk
: Life expectancy may improve at a faster rate than expected, resulting in higher plan obligations. To mitigate this risk, life expectancy assumptions are reviewed in connection with periodic valuations.
For defined benefit retiree medical plans, the material risks are mortality risk, as described above. Inflation of future medical costs or the frequency of participants’ claims being greater than assumed are no longer risks to higher costs effective January 1, 2025, upon adoption of the HRA design. See “Plan amendment” above for additional information.
 
 
Thomson Reuters Annual Report 2024
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Table of Contents
Analysis of income and expense
Defined benefit plan expense (income) for material defined benefit plans for years ended December 31, 2024 and 2023 was as follows:
 
Income Statement
(1)
  
Funded
  
Unfunded
  
OPEB
  
Total
 Year ended December 31,
  
2024
  
2023
  
2024
  
2023
  
2024
  
2023
  
2024
  
2023 
 Current service cost   
4
   3   
1
   1   
1
   1   
6
   5
 Net interest cost   
10
   9   
11
   12   
2
   3   
23
   24
 Administration fees   
15
   15   
-
   -   
-
   -   
15
   15
 Plan amendments   
1
   -   
-
   -   
(13)
   -   
(12)
   -
 Defined benefit plan expense (income)
  
30
   27   
12
   13   
(10)
   4   
32
   44
 
(1)
Current service cost and administration fees are included in the “Post-employment benefits” component of “Operating expenses” as set out in note 5. Net interest cost is reported in “Finance costs, net” as set out in note 8. Plan amendments are reported in “Other operating gains, net” in the consolidated income statement.
Analysis of other comprehensive (income) loss
The following summarizes amounts recognized in other comprehensive (income) loss for material defined benefit plans:
 
Other Comprehensive (Income) Loss
  
Funded
  
Unfunded
  
OPEB
  
Total
 Year ended December 31,
  
2024
  
2023
  
2024
  
2023
  
2024
  
2023
  
2024
  
2023 
 Remeasurement (gains) losses on defined benefit obligation:
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
Due to financial assumption changes   
(179)
   88   
(9)
   6   
(1)
   (8)   
(189)
   86
Due to demographic assumption changes   
-
   (37)   
-
   -   
-
   (3)   
-
   (40)
Due to experience   
4
   19   
1
   6   
2
   3   
7
   28
 Return on plan assets less than (greater than) discount rate   
173
   (70)   
-
   -   
-
   -   
173
   (70)
 Total recognized in other comprehensive (income) loss before
taxation
  
(2)
   -   
(8)
   12   
1
   (8)   
(9)
   4
 
Accumulated Comprehensive Loss (Income)
  
Funded
  
Unfunded
  
OPEB
  
Total
  
  
2024
  
2023
  
2024
  
2023
  
2024
  
2023
  
2024
  
2023 
 Balance of accumulated comprehensive loss (income) as of January 1   
1,317
   1,317   
56
   44   
(122)
   (114)   
1,251
   1,247
 Net actuarial (gains) losses recognized in the year   
(2)
   -   
(8)
   12   
1
   (8)   
(9)
   4
 Total accumulated comprehensive loss (income) as of
December 31,
  
1,315
   1,317   
48
   56   
(121)
   (122)   
1,242
   1,251
Defined contribution plans
The Company sponsors various defined contribution savings plans that provide for Company matching contributions. Total expense related to defined contribution plans was $92 million in 2024 and 2023, respectively, which approximates the cash outlays related to the pla
ns.
Note 28: Leases
Lessee
In the ordinary course of business, the Company enters into leases primarily for property and equipment. The carrying amount included in property and equipment, net, and the related depreciation for the
right-of-use
assets for the years ended December 31, 2024 and 2023 were as follows:
 
  
    
Land, Buildings
and Building
Improvements
    
Computer 
Equipment 
    
Furniture, 
Fixtures and 
Other 
Equipment 
    
Total  
 Year ended December 31, 2024
    
 
    
 
    
 
    
 
 Carrying amount     
163
    
24
    
4
    
191
 Depreciation     
39
    
14
    
1
    
54
 Year ended December 31, 2023                            
 Carrying amount      173      20      2      195
 Depreciation      42      8      1      51
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
For the years ended December 31, 2024 and 2023, cash outflows for leases, which include payments of lease principal, interest, short-term and low value leases, were $76 million and $73 million, respectively.
The following table sets forth the Company’s future aggregate undiscounted
non-cancellable
lease payments over the lease term as well as its discounted lease liabilities as reported in the consolidated statement of financial position as of December 31, 2024 and 2023:
 
  
  
     December 31,
  
  
     2024
  
     2023
 Within 1 year   
72
   67
 Between 1 and 2 years   
60
   59
 Between 2 and 3 years   
45
   47
 Between 3 and 4 years   
30
   36
 Between 4 and 5 years   
24
   24
 Later than 5 years   
73
   91
 Total undiscounted cash flows   
304
   324
 Lease liabilities included in the consolidated statement of financial position          
  Current   
58
   56
  Non-current
  
198
   209
As of December 31, 2024 and 2023, the Company was committed to leases with future cash outflows totaling $70 million and $82 million, respectively, which had not yet commenced and therefore are not accounted for as a liability as of December 31, 2024 and 2023, respectively. A liability and corresponding
right-of-use
asset will be recognized for these leases at the lease commencement date.
With certain leases, the Company guarantees the restoration of the leased property to a specified condition after completion of the lease period. The liability associated with these restorations is recorded within “Provisions and other
non-current
liabilities” in the consolidated statement of financial position.
Note 29: Supplemental Cash Flow Information
Details of “Other” within the net cash provided by operating activities section in the consolidated statement of cash flow are as follows:
 
  
  
     Year ended December 31,
  
  
     2024
  
     2023
 Non-cash
employee benefit charges
  
147
   139
 Net (gains) losses on foreign exchange and derivative financial instruments   
(49)
   195
 Fair value adjustments (see note 5)   
(17)
   2
 Other   
70
   (38)
     
151
   298
Details of “Changes in working capital and other items” within the net cash provided by operating activities section
in the consolidated statement of cash flow 
are as follows:
 
  
  
     Year ended December 31,
  
  
     2024
  
     2023
 Trade and other receivables   
26
   (83)
 Prepaid expenses and other current assets   
2
   51
 Payables, accruals and provisions   
(144)
   (166)
 Deferred revenue   
64
   74
 Income taxes
(1)
  
283
   642
 Other   
(55)
   (61)
     
176
   457
 
(1)
Both periods include current tax liabilities that were recorded on the sale of LSEG shares (see note 9), for which the tax payments are included in investing activities.
 
 
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Table of Contents
Details of income taxes paid are as follows:
 
  
  
     Year ended December 31,
  
  
     2024
  
     2023
 Operating activities - continuing operations   
(234)
   (163)
 Investing activities - continuing operations   
(317)
   (705)
 Investing activities - discontinued operations   
-
   (1)
 Total income taxes paid   
(551)
   (869)
Note 30: Acquisitions
Acquisitions include the purchase of a controlling or a non-controlling interest in a business. Acquisitions also include asset acquisitions for the purchase of other identifiable intangible assets.
In 2024, the Company acquired Pagero in stages, resulting in the presentation of the consideration in the investing and financing sections of the consolidated statement of cash flow. See “Pagero” section below for additional details. Acquisitions where control is acquired are integrated into existing operations of the Company to broaden its offerings to customers as well as its presence in global markets. The results of acquired businesses are included in the consolidated financial statements from the date of acquisition.
Acquisition activity
The number of acquisitions completed, and the related consideration were as follows:
 
 
  
Year ended December 31,
  
  
2024
  
2023
  
  
Number of
Transactions
  
Cash
Consideration
  
Number of 
Transactions 
  
Cash
Consideration 
Businesses acquired, net of cash   
4
  
555
   4    1,190
Investments in businesses   
7
  
37
   9    21
Asset acquisitions   
1
  
15
   -    -
Deferred and contingent consideration payments   
-
  
15
   -    5
     
12
  
622
   13    1,216
The following provides a brief description of the most significant acquisitions completed during 2024 and 2023:
 
       
Date
  
Company
  
Acquiring Segments
  
Description
October 2024
   Credere Technologies, Inc., doing business as Materia    Tax & Accounting Professionals    Specializes in the development of an agentic artificial intelligence assistant for the tax, audit and accounting profession.
January 2024
   Pagero Group AB (publ) (“Pagero”)    Corporates    A global leader in e-invoicing and indirect tax solutions, which it delivers through its Smart Business Network.
January 2024
   World Business Media Limited (“The Insurer”)   Reuters News    A cross-platform, subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry.
August 2023
   Casetext, Inc.    Legal Professionals    A business that uses artificial intelligence and machine learning to enable legal professionals to work more efficiently.
July 2023
   Imagen Ltd    Reuters News    A media asset management company.
January 2023
   SurePrep LLC    Corporates and Tax & Accounting Professionals    A provider of tax automation software and services.
 
 
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Thomson Reuters Annual Report 2024

Table of Contents
The details of net assets acquired, including purchase price adjustments, were as follows:
 
  
  
2024
 
  
   Pagero
  
   Other
  
   Total
 Cash and cash equivalents   
10
  
6
  
16
 Trade receivables   
21
  
3
  
24
 Prepaid expenses and other current assets   
6
  
1
  
7
 Current assets   
37
  
10
  
47
 Property and equipment   
8
  
-
  
8
 Computer software   
255
  
51
  
306
 Other identifiable intangible assets   
30
  
18
  
48
 Equity method investments   
45
  
-
  
45
 Other
non-current
assets
  
4
  
-
  
4
 Total assets   
379
  
79
  
458
 Payables and accruals   
(39)
  
(1)
  
(40)
 Current taxes payable   
(1)
  
(1)
  
(2)
 Deferred revenue   
(17)
  
(5)
  
(22)
 Other financial liabilities   
(2)
  
(6)
  
(8)
 Current liabilities   
(59)
  
(13)
  
(72)
 Long-term indebtedness   
(48)
  
-
  
(48)
 Provisions and other
non-current
liabilities
  
(1)
  
-
  
(1)
 Other financial liabilities   
(14)
  
(23)
  
(37)
 Deferred tax   
(33)
  
(17)
  
(50)
 Total liabilities   
(155)
  
(53)
  
(208)
 Net assets acquired   
224
  
26
  
250
 Goodwill   
573
  
141
  
714
 Less: Fair value of previously held financial asset through other
comprehensive income
  
-
  
(5)
  
(5)
 Total   
797
  
162
  
959
 Businesses acquired, net of cash   
399
  
156
  
555
 Non-controlling
interests
  
388
  
-
  
388

  
  
2023
 
  
Sureprep LLC
  
Casetext, Inc.
  
   Other
  
   Total
 Cash and cash equivalents    25    8    2    35
 Trade receivables    8    1    3    12
 Prepaid expenses and other current assets    3    2    1    6
 Current assets    36    11    6    53
 Property and equipment    2    -    -    2
 Computer software    180    185    9    374
 Other identifiable intangible assets    13    17    7    37
 Other
non-current
assets
   1    -    -    1
 Total assets    232    213    22    467
 Payables and accruals    (5)    (3)    (5)    (13)
 Deferred revenue    (47)    (5)    (3)    (55)
 Current liabilities    (52)    (8)    (8)    (68)
 Provisions and other
non-current
liabilities
   (1)    -    (1)    (2)
 Other financial liabilities    -    -    -    -
 Deferred tax    (9)    (38)    (4)    (51)
 Total liabilities    (62)    (46)    (13)    (121)
 Net assets acquired    170    167    9    346
 Goodwill    343    490    46    879
 Total    513    657    55    1,225
 Businesses acquired, net of cash    488    649    53    1,190
 
 
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Table of Contents
The excess of the purchase price over the net assets acquired was recorded as goodwill and reflects synergies and the value of the acquired workforce. Relative to acquisitions completed in 2024 and 2023, the majority of goodwill is not expected to be deductible for tax purposes.
Purchase price allocation
Purchase price allocations related to certain acquisitions may be subject to adjustment pending completion of final valuations.
Pagero
In January 2024, the Company acquired a controlling interest in Pagero through a public tender offer. Subsequently, the Company purchased the remaining interests from the
non-controlling
shareholders to increase its ownership of Pagero to 100%.
The
non-controlling
interest was measured at fair value, based on the tender offer price of SEK 50 per share, on the date of acquisition and recorded as part of equity. After the date of acquisition, the
non-controlling
interest was adjusted for its proportionate share of changes in equity. After the Company gained control of Pagero, purchases of the remaining shares from the
non-controlling
interests reduced equity and were presented in financing activities within the consolidated statement of cash flow.
Other
The revenues and operating profit of acquired businesses were not material to the Company’s results of
operations
.
Note 31: Contingencies, Commitments and Guarantees
Lawsuits and legal claims
The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, employment matters, commercial matters, privacy and data protection matters, defamation matters and intellectual property infringement matters. The outcome of all the matters against the Company is subject to future resolution, including uncertainties of litigation. Litigation outcomes are difficult to predict with certainty due to various factors, including but not limited to: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories and procedures and their resolution by the courts, at both trial and appellate levels; and the unpredictable nature of opposing parties. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial condition taken as a whole.
Uncertain tax positions
The Company is subject to taxation in numerous jurisdictions and is routinely under audit by many different taxing authorities in the ordinary course of business. There are many transactions and calculations during the course of business for which the ultimate tax determination is uncertain, as taxing authorities may challenge some of the Company’s positions and propose adjustments or changes to its tax filings.
As a result, the Company maintains provisions for uncertain tax positions that it believes appropriately reflect its risk. These provisions are made using the Company’s best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, the Company performs an expected value calculation to determine its provisions. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances. Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from the Company’s provisions. However, based on currently enacted legislation, information currently known by the Company and after consultation with outside tax advisors, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial condition taken as a whole.
Prior to December 31, 2023, the Company paid $430 million of tax as required under notices of assessment issued by the U.K. tax authority, HM Revenue & Customs (“HMRC”), under the Diverted Profits Tax (“DPT”) regime that collectively related to the 2015, 2016, 2017 and 2018 taxation years of certain of its current and former U.K. affiliates. The Company does not believe these current and former U.K. affiliates fall within the scope of the DPT regime. Because the Company believes its position is supported by the weight of law, it intends to vigorously defend its position and will continue contesting these assessments through all available administrative and judicial remedies. As the assessments largely relate to businesses that the Company has sold, the majority are subject to indemnity arrangements under which the Company has been required to pay additional taxes to HMRC or the indemnity counterparty.
The Company does not believe that the resolution of these matters will have a material adverse effect on its financial condition taken as a whole. Payments made by the Company are not a reflection of its view on the merits of the case. As the Company expects to receive refunds of substantially all of the aggregate of amounts paid pursuant to these notices of assessment, it has recorded substantially all of these payments as
non-current
receivables from HMRC or the indemnity counterparty, in its financial statements.
 
 
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Guarantees
The Company has an investment in 3XSQ Associates, an entity jointly owned by a subsidiary of the Company and Rudin Times Square Associates LLC (“Rudin”), that owns and operates the 3 Times Square office building (“the building”) in New York, New York. In June 2022, 3XSQ Associates obtained a $415 million,
3-year
term loan facility to refinance existing debt, fund the building’s redevelopment, and cover interest and operating costs during the redevelopment period. The building is pledged as loan collateral. Thomson Reuters and Rudin each guarantee 50% of (i) certain principal loan amounts and (ii) interest and operating costs. Thomson Reuters and Rudin also jointly and severally guarantee (i) completion of commenced works and (ii) lender losses arising from disallowed acts, environmental or otherwise. To minimize economic exposure to 50% for the joint and several obligations, Thomson Reuters and a parent entity of Rudin entered into a cross-indemnification arrangement. The Company believes the value of the building is expected to be sufficient to cover obligations that could arise from the guarantees. The guarantees do not impact the Company’s ability to borrow funds under its $2.0 billion syndicated credit facility or the related covenant calculation.
Dispositions
In certain disposition agreements, the Company guarantees to the purchaser the recoverability of certain assets or limits on certain liabilities, including as in the “Uncertain tax positions” section above. The Company does not believe based upon current facts and circumstances described that additional payments in connection with these transactions would have a material adverse impact on the Company’s financial condition taken as a whole.
Unconditional purchase obligations
The Company has various obligations for materials, supplies, outsourcing and other services contracted in the ordinary course of business. The future unconditional purchase obligations as of December 31, 2024 and 2023 are as follows:
 
  
  
     December 31,
  
  
     2024
  
     2023
 Within 1 year   
479
   374
 Between 1 and 2 years   
267
   258
 Between 2 and 3 years   
92
   123
 Between 3 and 4 years   
34
   42
 Between 4 and 5 years   
7
   11
 Later than 5 years   
4
   -
     
883
   808
Note 32: Related Party Transactions
As of December 31, 2024, the Company’s principal shareholder, Woodbridge (together with its affiliates), beneficially owned approximately
70% of the Company’s common shares.
Transactions with Woodbridge
From time to time, in the normal course of business, the Company enters into transactions with Woodbridge and certain of its affiliates. These transactions involve providing and receiving product and service offerings and are not material to the Company’s results of operations or financial condition either individually or in the aggregate.
In 2023, the Company sold two wholly owned Canadian subsidiaries to a company affiliated with Woodbridge for $42 million. The
subsidiaries’ assets consisted of accumulated tax losses that management did not expect to utilize against future taxable income prior to their expiry. As such, no tax benefit for the losses had been recognized in the consolidated financial statements. Under Canadian law, certain losses may only be transferred to related companies, such as those affiliated with Woodbridge. The proceeds were recorded as gains within “Other operating gains, net” in the consolidated income statement. For each of these transactions, the board of directors’ Corporate Governance Committee obtained an independent fairness opinion. The Company utilized each independent fairness opinion to determine that the negotiated price between the Company and Woodbridge was reasonable. After reviewing these matters, the Corporate Governance Committee approved these transactions. Directors who were not considered independent because of their positions with Woodbridge refrained from deliberating and voting on the matters at the committee meetings.
Transactions with YPL
In 2024 and 2023, the Company received $1.8 billion and $5.3 billion, respectively, of dividends from YPL related to the sale of the Company’s indirectly owned LSEG shares. See note 9 for further details about these transactions.
Transactions with 3XSQ Associates
In 2024, the Company contributed $10 million in cash pursuant to a capital call. In 2024 and 2023, the Company paid $4 million and $5 million, respectively, of rent to 3XSQ Associates for office space in the 3 Times Square building in New York, New York related to a lease through December 2028.
 
 
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Transactions with Elite
In June 2023, the Company sold a majority interest in its Elite business to TPG and retained a 19.9% minority interest with board representation. To facilitate the separation, the Company
provided
certain operational services to Elite, including technology and administrative services, through May 2024. In 2024 and 2023, the Company recorded $2 million and $8 million, respectively, as
a
contra-expense
against the costs associated with
these
services
.
As of December 31, 2024, there were no balances outstanding between the Company and Elite. As of December 31, 2023, the consolidated statement of financial position included a receivable from Elite of
$39 
million and a payable to Elite of
$12 
million.
Transactions with other associates
From time to time, the Company enters into transactions with other associates. These transactions typically involve providing or receiving services in the normal course of business and are not material to the Company’s results of operations or financial condition either individually or in the aggregate.
Compensation of key management personnel
Key management personnel compensation, including directors, was as follows:
 
  
  
     Year ended December 31,
  
  
     2024
  
     2023
Salaries and other benefits   
25
   23
Share-based payments   
19
   17
Total compensation   
44
   40
Key management personnel are comprised of the Company’s directors and executive officers.
Note 33: Subsequent Events
Acquisition
In January 2025, the Company acquired cPaperless, LLC, doing business as SafeSend (“SafeSend”), for
$
600 million in cash. SafeSend is a U.S. based cloud-native provider of technology for tax and accounting professionals. SafeSend automates the “last-mile” of the tax return, including assembly, review, taxpayer
e-signature,
and delivery. This business will be substantially reported in the Tax & Accounting Professionals segment. The Company is in the process of allocating the purchase consideration to the assets and liabilities assumed for accounting purposes.
2025 Dividends
In February 2025, the Company announced a 10% or $0.22 per share increase in the annualized dividend to $2.38 per common share, which was approved by the Company’s board of directors. A quarterly dividend of $0.595 per share will be paid on March 10, 2025 to shareholders of record as of February 20, 2025.

Debt exchange offers
On February 11, 2025, the Company commenced offers to exchange all the notes of TRC listed below for new notes issued by TR Finance in order to optimize the Thomson Reuters group capital structure, align revenue generation to indebtedness, and give existing holders of the existing notes the option to receive notes issued by TR Finance with the same financial terms and substantially similar covenants as the applicable series of the existing notes:
 
 
$500 million 3.35% Notes due 2026;
 
$500 million 5.85% Notes due 2040;
 
$119 million 4.50% Notes due 2043;
 
$350 million 5.65% Notes due 2043; and
 
$400 million 5.50% Debentures due 2035.
The notes to be issued by TR Finance have the same interest rate, interest payment dates and maturity date, and the economic terms of the optional redemption provisions are the same, as the above notes of TRC. The new notes will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest by TRC as well as West Publishing Corporation, Thomson Reuters Applications Inc. and Thomson Reuters (Tax & Accounting) Inc., each of which is an indirect 100% owned U.S. subsidiary of TRC. In addition, on or about the settlement date of the exchange offers, the three U.S. subsidiary guarantors will also guarantee the remaining TRC notes on the same basis that TRC and the three U.S. subsidiary guarantors will guarantee the TR Finance notes upon closing of the exchange offers.
In connection with the exchange offers, the Company is also soliciting consents from holders of the TRC notes to amend the TRC indenture and the applicable supplemental indentures governing the TRC notes, including certain covenants and related definitions, to modify or eliminate certain reporting requirements, restrictive covenants and events of default. In order for these proposed amendments to be adopted with respect to a series of TRC notes, holders of not less than a majority of the aggregate principal amount of the outstanding TRC notes of that series must consent. By tendering TRC notes for exchange pursuant to the exchange offers, holders will be deemed to have validly delivered their consent to the proposed amendments with respect to that specific series.
The exchange offers commenced on February 11, 2025 and will expire on March 17, 2025.
 
 
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NYSE listing transferred to Nasdaq
In February 2025, the Company announced that it voluntarily transferred its U.S. stock exchange listing to the Nasdaq from the NYSE effective February 25, 2025. The Company continues to trade under the symbol “TRI”. The Company ceased trading on the NYSE effective February 24, 2025.
 
 
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Governance
Executive Officers
The following individuals are our executive officers as of March
 5, 2025.
 
 Name
 
 
Age
 
  
Title
 
Steve Hasker
 
  55
 
  
President & Chief Executive Officer
 
Michael Eastwood
 
  58
 
  
Chief Financial Officer
 
Kirsty Roth
 
  49
 
  
Chief Operations & Technology Officer
 
David Wong
 
  40    Chief Product Officer
Ragunath Ramanathan
 
  53
 
  
President, Legal Professionals
 
Elizabeth Beastrom
 
  57
 
  
President, Tax & Accounting Professionals
 
Laura A. Clayton
 
  64
 
  
President, Corporates
 
Paul Bascobert
 
  60
 
  
President, Reuters News
 
Mary Alice Vuicic
 
  57
 
  
Chief People Officer
 
Norie Campbell
 
  53
 
  
Chief Legal Officer & Company Secretary
 
 
 
 
 
Steve Hasker
has been President and Chief Executive Officer and a director of Thomson Reuters since March 2020. Prior to joining Thomson Reuters in February 2020, he was Senior Advisor to TPG Capital, a private equity firm, from August 2019 to February 2020. Prior to that, he was Chief Executive Officer of CAA Global, a TPG Capital portfolio company, from January 2018 to August 2019. Steve served as Global President and Chief Operating Officer of Nielsen Holdings PLC from December 2015 to December 2017 and prior to that served as Nielsen’s President, Global Products from November 2009 to January 2014. Steve spent more than a decade with McKinsey & Company as a partner in the Global Media, Entertainment and Information practice from 1998 to 2009. Before joining McKinsey, Steve spent five years in several financial roles in the United States and other countries. Steve started his career with PwC, where he qualified as a chartered accountant. Steve has an undergraduate economics degree from the University of Melbourne and received an MBA and master’s in international affairs from Columbia University. Steve is also a
non-executive
director of Appen Limited. He is a member of the Australia and New Zealand Institute of Chartered Accountants. Steve is based in Toronto, Ontario, Canada.
 
 
 
Michael Eastwood
has been Chief Financial Officer of Thomson Reuters since March 2020. Mike joined Thomson in 1998 and has had several senior finance roles. Mike was previously Senior Vice President and Head of Corporate Finance from January 2016 to March 2020. Prior to that, he was Chief Operations Officer for Thomson Reuters Latin America from April 2014 to December 2015. Mike was also previously Chief Financial Officer of the company’s former Intellectual Property & Science business (which was sold in 2016). Mike received a BSA in Accounting from East Carolina University and an MBA from the University of North Carolina. Mike is based in Toronto, Ontario, Canada.
 
 
 
Kirsty Roth
has been Chief Operations and Technology Officer since August 2020. Prior to joining Thomson Reuters, Kirsty was Global Head of Operations and a Group General Manager for HSBC from May 2016 to August 2020. Before that, Kirsty was Chief Operating Officer for Finance, Operations and IT at Credit Suisse from 2011 to 2016 and a Consulting Partner with Deloitte from 2001 to 2011. Kirsty received a bachelor’s degree in Chemistry from the University of Bristol. Kirsty resides in Wollerau, Switzerland.
 
 
 
 
David Wong
has been Chief Product Officer since July 2020. Prior to joining Thomson Reuters, David worked at Facebook as Product Management Lead from January 2019 to June 2020 and Product Manager from February 2018 to January 2019. David served as SVP of Product Leadership of Nielsen Holdings PLC from November 2014 to February 2018 and prior to that, served as Nielsen’s VP of Product Leadership from May 2011 to November 2014. David was also a consultant at McKinsey & Company from August 2006 to March 2011. He holds a degree in Engineering Science from the University of Toronto, where he specialized in applied physics and electrical engineering. David resides in Toronto, Ontario, Canada.
 
 
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Ragunath (Raghu) Ramanathan
has been President, Legal Professionals since February 2024. Prior to joining Thomson Reuters in February 2024, Raghu held several roles with SAP from August 2004 to February 2024, including most recently as their Chief Revenue Officer of SAP Business Technology Platform from February 2021 to February 2024 and Global Chief Operating Officer, SAP Business Technology Platform from April 2019 to February 2021. Raghu currently serves on the board of directors of Solace, a data company. He holds a bachelor’s degree in engineering from Coimbatore Institute of Technology in India and an MBA from the Indian Institute of Management in Ahmedabad. Raghu is based in New York, New York, United States
.
 

 
 
Elizabeth Beastrom
has been President, Tax & Accounting Professionals since March 2021. Prior to that, Elizabeth was President, Global Print from July 2018 through March 2021. From April 2018 through July 2018, Elizabeth led the FindLaw business as Managing Director. Prior to that, she was Chief Financial Officer, Vice President of Finance – Large and Medium Law Firms, Corporate Counsel and Legal Managed Services from August 2013 to April 2018. Prior to joining Thomson Reuters in December 2004, she was Finance Director at Valspar. She holds a bachelor’s degree in accounting from the University of Minnesota Carlson School of Management. Elizabeth resides in Eden Prairie, Minnesota, United States.
 
 

 
 
Laura A. Clayton
(professionally known as Laura Clayton McDonnell) has been President, Corporates since March 2023. Prior to joining Thomson Reuters in March 2023, Laura was Senior Vice President, Sales – East, Canada and Latin America from January 2019 through February 2023 at ServiceNow, Inc., a cloud computing platform that helps companies manage digital workflows for enterprise operations. From November 2015 through December 2018, Laura was a Vice President at Microsoft Corporation, leading a team of industry sales, technical and business professionals in the New York area. Prior to that, she was Senior Vice President, North America Sales at Aspect Software from May 2014 through October 2015. From 2003 through 2014, Laura served in a number of positions at IBM, with her last role as Vice President, Strategic Services. Laura is a Trustee on the Thomson Reuters Foundation Board and serves on the board of directors of Signal AI, a private company, which provides insights for entities from data collected from traditional and social media. Laura holds a bachelor’s degree with honors in international business from San Jose State University and a JD and MBA in international business and finance from the University of California at Berkeley. She is licensed to practice law in the State of California and the District of Columbia. Laura resides in New York, New York, United States.
 

 
 
Paul Bascobert
has been President of Reuters News since September 2022. Prior to joining Thomson Reuters in September 2022, he was the CEO of Blue Ocean Acquisition Corp, a special purpose acquisition company focused on media, marketplace and tech platform businesses from April 2021 to September 2022. Prior to that, he was CEO of Gannett Co., Inc from August 2019 to July 2020. Paul served as President of XO Group, a U.S. based media and technology company from September 2016 to May 2019 and prior to that served as President of Yodle Inc. from May 2014 to September 2016. Paul also served as President of Bloomberg Businessweek and Head of Business Operations for the newly created Bloomberg Media Group from December 2009 to May 2014, as well as Senior Vice President of Operations and then Chief Marketing Officer at Dow Jones from January 2006 to December 2009. Paul has a degree in electrical engineering from Kettering University and an MBA in Finance from the Wharton School of the University of Pennsylvania and is a member of the Council on Foreign Relations. Paul resides in New York, New York, United States
.
 
 

 
 
Mary Alice Vuicic
has been Chief People Officer since November 2017. Previously, Mary Alice served as the Global Chief Human Resources Officer for L Brands, a portfolio of retail brands, from October 2015 to October 2017. Before that, Mary Alice was Executive Vice President, Human Resources & Labour Relations at Loblaw Companies Ltd. from March 2014 to May 2015 and she was Chief Administrative Officer & Executive Vice President at Shoppers Drug Mart from January 2007 to March 2014 prior to its acquisition by Loblaw Companies Ltd. Mary Alice has also held senior executive roles at Walmart. Mary Alice is a Trustee on the Thomson Reuters Foundation Board and is an Advisory Board Member on the Good Jobs Institute. She has also served as a director of the Business Development Bank of Canada where she chaired the Human Resources Committee for eight years. She has a BA degree from the University of Windsor, an Advanced HR Certificate from the University of Toronto and completed the Advanced Management Program at Harvard Business School. Mary Alice resides in Toronto, Ontario, Canada.

 
 
 
Norie
 Campbell
has been Chief Legal Officer & Company Secretary since September 2023. Prior to joining Thomson Reuters in September 2023, she held a number of executive-level roles at TD Bank Group from December 2000 to April 2022 including serving as General Counsel for a decade. Norie serves as a director of the Rideau Hall Foundation and Toronto Metropolitan University. She has Bachelor of Laws and Master of Laws degrees from Osgoode Hall Law School. Norie resides in Toronto, Ontario, Canada.
 
 
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Directors
The names, city and country where they are based or reside, offices and principal occupations of our directors as of March 5, 2025 are shown below. Each director has been a director since the year indicated below. All of our directors have been engaged for more than five years in their present principal occupations or in other capacities within Thomson Reuters, except where noted below. Each director will continue to hold office until the next annual meeting of our shareholders (scheduled to be held on June 4, 2025) or until the director resigns or a successor is elected or appointed.
All of our directors were elected at our 2024 annual meeting of shareholders.
 
     
Committee Memberships
 
Name
  
Age
  
Audit
  
Corporate

Governance
  
Human

Resources
  
Risk
 
  Director  

Since
David Thomson, Chairman
   67                       1988
Steve Hasker
   55                       2020
Kirk E. Arnold
   65               Chair   2020
W. Edmund Clark, C.M.
(1)
   77            Chair        2015
LaVerne Council
   63                   2022
Michael E. Daniels
   70       Chair         2014
Kirk Koenigsbauer
   57                   2020
Deanna Oppenheimer
   67                   2020
Simon Paris
   55                 2020
Kim M. Rivera
   56                   2019
Barry Salzberg
   71    Chair              2015
Peter J. Thomson
   59                     1995
Beth Wilson
   56                   2022
 
(1)
On December 23, 2024, it was announced that Mr. Clark will complete his service on the Thomson Reuters Board at the 2025 annual general meeting of shareholders, to be held on June 4, 2025.
 
 
 

 
 
David Thomson
is Chairman of Thomson Reuters. He is also a Chairman of Woodbridge, the Thomson family investment company, and Chairman of The Globe and Mail Inc., a Canadian media company. David is an active private investor with a focus on real estate and serves on the boards of several private companies. David has an MA from Cambridge.
 
 

 
 
Steve Hasker
has been President and Chief Executive Officer and a director of Thomson Reuters since March 2020. Prior to joining Thomson Reuters in February 2020, he was Senior Adviser to TPG Capital, a private equity firm, from August 2019 to February 2020. Prior to that, he was Chief Executive Officer of CAA Global, a TPG Capital portfolio company, from January 2018 to August 2019. Steve served as Global President and Chief Operating Officer of Nielsen Holdings PLC from December 2015 to December 2017 and prior to that served as Nielsen’s President, Global Products from November 2009 to January 2014. Steve spent more than a decade with McKinsey & Company as a partner in the Global Media, Entertainment and Information practice from 1998 to 2009. Before joining McKinsey, Steve spent five years in several financial roles in the United States and other countries. Steve started his career with PwC, where he qualified as a chartered accountant. Steve has an undergraduate economics degree from the University of Melbourne and received an MBA and master’s in international affairs from Columbia University. Steve is also a
non-executive
director of Appen Limited. He is a member of the Australia and New Zealand Institute of Chartered Accountants. Steve is based in Toronto, Ontario, Canada.
 
 
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Kirk E. Arnold
is a corporate director. She was previously Chief Executive Officer of Data Intensity, LLC, a cloud-based data, applications and analytics managed service provider, from 2013 to 2017. Prior to that, Kirk was Chief Operating Officer of Avid, a technology provider in the media industry, and Chief Executive Officer and President of Keane, Inc., then a publicly traded global services provider. She has also held senior leadership roles at Computer Sciences Corp., Fidelity Investments and IBM. In addition, she was founder and Chief Executive Officer of NerveWire, a management consulting and systems integration provider. She is a
non-executive
director of IngersollRand plc and Trane Technologies. Kirk also serves on the boards of several private companies, including Housecall Pro and The Predictive Index. In addition, she is a Senior Lecturer at MIT Sloan School of Management and an advisor to the Center for MIT Entrepreneurship. Kirk received a bachelor’s degree from Dartmouth College. Kirk resides in Kennebunk, Maine, United States.
 
 
 
 
W. Edmund Clark, C.M.
is a corporate director. Ed served as Group President and Chief Executive Officer of TD Bank Group from 2002 until his retirement in 2014. Ed was inducted as a Companion of the Canadian Order of the Business Hall of Fame in 2016. In 2014, Ed was elected to the Board of Trustees of the Brookings Institute. He is also Chair of the Vector Institute for Artificial Intelligence. He is also a
non-executive
director at Spin Master Corp. Ed has a BA from the University of Toronto, and an MA and Doctorate in Economics from Harvard University. Ed has also received honorary degrees from Mount Allison University, Queen’s University, Western University and the University of Toronto. In 2010, he was made an Officer of the Order of Canada, one of the country’s highest distinctions. Ed resides in Toronto, Ontario, Canada.
 
 
 
 
LaVerne Council
is the Chief Executive Officer of Emerald One, LLC, an information technology consulting company focused on helping businesses develop innovative methodologies for driving change and transformation. She was the National Managing Principal, Enterprise Technology Strategy & Innovation, for Grant Thornton LLP from 2017 to 2019 and served as the Senior Vice President and General Manager for MITRE Corporation in 2017. LaVerne was Assistant Secretary for the Office of Information & Technology and Chief Information Officer for the United States Department of Veterans Affairs from 2015 to 2017. She was the Chief Executive Officer of Council Advisory Services, LLC from 2012 through 2015. LaVerne has also held significant corporate leadership roles focused on supply chain, IT centralization and integration. She served as the Corporate Vice President and Global Chief Information Officer for Johnson & Johnson from 2006 through 2011. Before that, she served in several roles of increasing responsibility at DELL, Inc. from 2000 to 2006, including as the Global Vice President, Information Technology, Global Business Solutions, and Development Services. She is also a
non-executive
director of CONMED Corporation and Concentrix Corporation. She received her MBA from Illinois State University and her Bachelor of Business Administration in Computer Science from Western Illinois University. LaVerne also holds an honorary Doctorate of Business Administration from Drexel University. LaVerne resides in Great Falls, Virginia, United States.
 
 
 
 
Michael E. Daniels
is a corporate director. In 2013, Mike retired as Senior Vice President and Group Executive IBM Services after 36 years with the company where he directed IBM’s consulting, systems integration, application management, cloud computing and outsourcing services around the globe. Mike also held a number of senior leadership positions in his career at IBM, including General Manager of Sales and Distribution Operations of the Americas as well as leading Global Services in the Asia Pacific region. Mike has a bachelor’s degree in political science from Holy Cross College. Mike resides in Hilton Head, South Carolina, United States.
 
 
 
 
Kirk Koenigsbauer
has been Chief Operating Officer & Corporate Vice President, Experiences and Devices Group at Microsoft Corporation since February 2020. From December 2016 to February 2020, he was Corporate Vice President, Microsoft 365 and from July 2012 to November 2016, he was Corporate Vice President, Office Apps Engineering, at Microsoft. Prior to that, he was Corporate Vice President, Office Product Management at Microsoft from June 2002 to July 2012. Kirk worked at Amazon.com from 1998 to 2001 where he held the roles of General Manager, Software & Video Games Stores and Director of Product Management, Auctions. Kirk also worked at Microsoft from 1992 to 1998 and as a consultant at Accenture from 1989 to 1991. Kirk has a bachelor’s degree from Colby College. Kirk resides in Seattle, Washington, United States.
 
 
 
 
Deanna Oppenheimer
is the founder of CameoWorks, LLC, a global firm that advises leaders of early stage companies and consultancies. Deanna founded CameoWorks in 2012. From 2005 to 2011, she served in a number of roles at Barclays PLC, first as chief executive of UK Retail and Business Banking and then as vice chair of Global Retail Banking. From 1985 to 2005, Deanna served in a number of positions at Washington Mutual, Inc., with her last role as president of Consumer Banking. She is also the
non-executive
chair of the board of directors of InterContinental Hotels Group PLC, a director of the King’s Trust UK, a royal charity and a
non-executive
director of Slalom and is the founder of BoardReady. Deanna received a BA from the University of Puget Sound. Deanna resides in Seattle, Washington, United States.
 
 
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Simon Paris
is the Chief Executive Officer of Unit4, a company that provides enterprise cloud applications for organizations, since February 2025. Prior to that, he was Chief Executive Officer of Finastra, a global financial technology (fintech) provider, from 2018 to January 2025. He joined Finastra (previously Misys) as president in 2015 and also served as its Chief Sales Officer, before being appointed Deputy CEO in 2017 and CEO in 2018. Simon previously worked at SAP from 2007 to 2015, where he held a number of senior leadership positions. Simon was also previously a senior consultant with McKinsey & Company. Simon holds a BA from the European Business School and an MBA from INSEAD. Simon resides in London, United Kingdom.
 
 
 
 
Kim M. Rivera
is the Chief Legal and Business Affairs Officer of One Trust, LLC, a privacy, security and governance management software company. She was Special Advisor to the CEO of HP Inc. from February 2021 through December 2021. Prior to that, Kim was President, Strategy and Business Management and Chief Legal Officer at HP Inc. from January 2019 through January 2021. As President, Strategy and Business Management, she led corporate strategy and development, customer support, indirect procurement, real estate and workplace functions. In addition, Kim managed HP Inc.’s worldwide legal organization, including all aspects of legal and governmental affairs, brand security, compliance and ethics. She served as Chief Legal Officer and General Counsel of HP Inc. from November 2015 to January 2019. Prior to joining HP Inc., Kim was the Chief Legal Officer and Corporate Secretary for DaVita HealthCare Partners where she was employed from 2010 to 2015. Prior to that, she served as the Chief Compliance Officer and Head of International Legal Services at The Clorox Company and Chief Litigation Counsel for Rockwell Automation, as well as General Counsel for its Automation Controls and Information Group. Kim has a bachelor’s degree from Duke University and a Juris Doctor degree from Harvard Law School. Kim resides in Woodside, California, United States.
 
 
 
 
Barry Salzberg
is a corporate director. Barry served as the Global Chief Executive Officer of Deloitte Touche Tohmatsu Limited from 2011 until his retirement in 2015. He joined Deloitte in 1977 and his roles included Chief Executive Officer and Managing Partner of the firm’s U.S. operations. Barry serves as a director at Embark Intermediate Holdings, LLC. Barry has previously served as a board member of New Profit, Inc. and previously served as Chairman of the United Way Worldwide, Chairman of the board of College Summit and Chairman of the board of the YMCA of Greater New York. From July 2015 until June 2018, he was a Professor at Columbia Business School. Barry has a BS in Accounting from Brooklyn College, a JD from Brooklyn Law School, and an LLM in Taxation from the New York University School of Law. Barry resides in New York, New York, United States.
 
 
 
 
Peter J. Thomson
is a Chairman of Woodbridge, the Thomson family investment company. Peter is an active private equity investor and serves on the boards of several private companies. Peter has a BA from the University of Western Ontario. Peter resides in Toronto, Ontario, Canada.
 
 
 
 
Beth Wilson
has been Chair of the Chartered Professional Accountants of Canada since October 2023. Prior to that, she was the Vice-Chair of the Chartered Professional Accountants of Canada from October 2021 to October 2023. She is the former Chief Executive Officer of Dentons Canada LLP and was a member of the global leadership team, serving on the Global Board and Global Management Committee from July 2017 to January 2022. Prior to this role, Beth was an audit partner at KPMG from 2000 to 2016 and served as Managing Partner at KPMG in the Greater Toronto Area from 2009 to 2016. Between 2005 and 2016, she also served as a member of KPMG’s Management Committee in various leadership positions, including Canadian Managing Partner Community Leadership, Canadian Managing Partner Regions and Enterprise with responsibility for 24 regional offices across Canada, and Chief Human Resources Officer. Beth is currently a director at Traferox Technologies Inc., Woodgreen Foundation and Woodgreen Community Services, and a trustee of Hospital for SickKids. She is also a
non-executive
director at IGM Financial Inc. and Power Corporation of Canada. Beth has a BComm from the University of Toronto and is a CPA. Beth resides in Toronto, Ontario, Canada.
 
 
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Audit Committee
The Audit Committee comprises Barry Salzberg (Chair), LaVerne Council, Michael E. Daniels, Deanna Oppenheimer, Simon Paris, Kim M. Rivera and Beth Wilson. The Audit Committee is comprised entirely of independent directors. All members of the Audit Committee are financially literate in accordance with applicable Canadian and U.S. securities rules. Barry Salzberg and Beth Wilson each qualify as an “audit committee financial expert” (within the meaning of applicable SEC rules, and the Nasdaq listing rules). Biographies for each member of our Audit Committee are included earlier in this section of the annual report.
The following is a brief summary of the education and experience of each member of the Audit Committee that is relevant to the performance of his or her responsibilities, including any education or experience that has provided the member with an understanding of the accounting principles we use to prepare our financial statements.
 
 Audit Committee Member
 
 
Education/Experience
 
 
Barry Salzberg (Chair)
 
 
 Former Global Chief Executive Officer of Deloitte Touche Tohmatsu Limited
 
 Former Professor at Columbia Business School
 
 Degree in accounting from Brooklyn College, a JD from Brooklyn Law School and an LLM in tax from the New York University
 
 
LaVerne Council
 
 
 MBA and bachelor’s degree in business administration
 
 Member of CONMED Corporation and Concentrix Corporation boards of directors and audit committees
 
 
Michael E. Daniels
 
 
 Over 25 years of executive experience at IBM
 
 Former member of the Tyco International Ltd. audit committee
 
 
Deanna Oppenheimer
 
 
 Former Vice Chair of Global Retail Banking of Barclays PLC
 
 Former President of Consumer Banking of Washington Mutual, Inc.
 
 Former member of AXA Global Insurance audit committee
 
 Former member of NCR Corporation audit committee
 
 
Simon Paris
 
 
 Chief Executive Officer of Unit4
 
 Former Chief Executive Officer of Finastra
 
 Former Chair of the World Trade Board
 
 
Kim M. Rivera
 
 
 Chief Legal and Business Affairs Officer of One Trust, LLC
 
 Former President, Strategy and Business Management and Chief Legal Officer of HP Inc.
 
 Supported audit committees of two publicly-traded Fortune 500 companies
 
 
Beth Wilson
 
 
 Chair of the Chartered Professional Accountants of Canada
 
 Audit Committee Chair at The Hospital for Sick Children and Woodgreen Foundation
 
 Member of Power Corporation of Canada and IGM Financial Inc. audit committees
 
 Bachelor of Commerce degree from University of Toronto and a Certified Professional Accountant in good standing with the Chartered Professional Accountants of Ontario
 
 Former Chief Executive Officer of Dentons Canada LLP
 
 Former audit partner and Managing Partner at KPMG
 
 
 
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Principal Accountant Fees and Services
The following table sets forth fees related to services rendered by PricewaterhouseCoopers LLP and its affiliates in 2024 and 2023.
 
(in millions of U.S. dollars)
    
 
       2024
 
    
 
        2023
 
Audit fees
       $ 13.4          $ 12.8  
Audit-related fees
       1.1          1.0  
Tax fees
       0.7          1.4  
All other fees
       -          -  
Total
    
 
$ 15.2
 
    
 
$ 15.2
 
The following are descriptions of fees for services rendered by PricewaterhouseCoopers LLP in 2024 and 2023.
Audit Fees
These audit fees were for professional services rendered for the audits of consolidated financial statements, reviews of interim financial statements included in periodic reports, audits related to internal control over financial reporting, statutory audits and services that generally only the independent auditor can reasonably provide, such as comfort letters and consents. These services included French translations of our financial statements, management’s discussion and analysis and financial information included in our interim and annual filings and prospectuses and other offering documents.
Audit-related Fees
These audit-related fees were for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not reported under the “audit fees” category above. These services included transaction due diligence,
pre-post
implementation reviews, other attestation engagements, audits of various employee benefit plans and agreed-upon procedures principally related to executive compensation reporting.
Tax Fees
Tax fees were for tax compliance, tax advice and tax planning. These services included the preparation and review of corporate tax returns, assistance with tax audits and transfer pricing matters, advisory services relating to federal, state, provincial and international tax compliance, and restructurings, mergers and acquisitions and divestitures.
All Other Fees
Fees disclosed in the tables above under the item “all other fees” were for services other than the audit fees, audit-related fees and tax fees described above.
Pre-Approval
Policies and Procedures
The Audit Committee has adopted a policy regarding its
pre-approval
of all audit and permissible
non-audit
services provided to our company by the independent auditors.
 
 
 
The policy gives detailed guidance to management as to the specific types of services that have been
pre-approved
by the Audit Committee.
 
 
 
The policy requires the Audit Committee’s specific
pre-approval
of all other permitted types of services that have not already been
pre-approved.
 
 
 
The Audit Committee’s charter allows the Audit Committee to delegate to one or more members the authority to evaluate and approve engagements in the event that the need arises for approval between Audit Committee meetings. Pursuant to this charter provision, the Audit Committee has delegated this authority to its Chair. If the Chair approves any such engagements, he must report his approval decisions to the full Audit Committee at its next meeting.
 
 
 
For the year ended December 31, 2024, none of the fees of Thomson Reuters described above made use of the de minimis exception to
pre-approval
provisions as provided for by
Rule 2-01(c)(7)(i)(C)
of SEC
Regulation S-X
and Section 2.4 of the Canadian Securities Administrators’ Multilateral Instrument
52-110
(Audit Committees).
 
 
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Woodbridge
As of March 3, 2025, Woodbridge and its affiliates beneficially owned approximately 70% of our common shares and is the principal and controlling shareholder of Thomson Reuters.
Woodbridge, a private company, is the primary investment vehicle for members of the family of the late Roy H. Thomson, the first Lord Thomson of Fleet. Woodbridge is a professionally managed company that, in addition to its controlling interest in Thomson Reuters, has other substantial investments.
Prior to his passing in 2006, Kenneth R. Thomson controlled our company through Woodbridge. He did so by holding shares of a holding company of Woodbridge, Thomson Investments Limited. Under his estate arrangements, the 2003 TIL Settlement, a trust of which the trust company subsidiary of a Canadian chartered bank is trustee and members of the family of the late first Lord Thomson of Fleet are beneficiaries, holds those holding company shares. Kenneth R. Thomson established these arrangements to provide for long-term stability of the business of Woodbridge. The equity of Woodbridge continues to be owned by members of successive generations of the family of the first Lord Thomson of Fleet.
Under the estate arrangements of Kenneth R. Thomson, the directors and officers of Woodbridge are responsible for its business and operations. In certain limited circumstances, including very substantial dispositions of Thomson Reuters Corporation common shares by Woodbridge, the estate arrangements provide for approval of the trustee to be obtained.
Woodbridge’s primary investment is its holding of our shares. It actively monitors our company as a controlling shareholder. In its involvement with our company, Woodbridge focuses on these matters:
 
 
 
Corporate governance, including the effectiveness of our Board;
 
 
 
Appointment of the Chief Executive Officer and other members of senior management and related succession planning;
 
 
 
Development of the long-term business strategy of Thomson Reuters and assessment of its implementation; and
 
 
 
Capital strategy.
With its substantial equity investment in our company, Woodbridge considers that its interests as a Thomson Reuters shareholder are aligned with those of all other shareholders.
Controlled Company
Our company is a “controlled company” as a result of Woodbridge’s ownership.
 
 
Thomson Reuters’ corporate governance practices include the following, which we believe are best practices for a Canadian public company with a controlling shareholder:
 
 No members of the
day-to-day
Thomson Reuters executive leadership team are related to, or otherwise affiliated with, Woodbridge.
 
 Woodbridge beneficially owns common shares that have one vote per share. Thomson Reuters has not issued a separate class of shares to Woodbridge with super-voting rights.
 
 The Thomson Reuters Board of Directors is comprised of a majority of independent directors and the number of directors affiliated with Woodbridge is lower than the proportion of common shares controlled by it. Woodbridge’s beneficial ownership (together with its affiliates) as of March 3, 2025 was approximately 70% of our common shares and its representatives on the Thomson Reuters Board comprise approximately 23% of our directors.
 
 As David Thomson is the Chairman of the Board, we have a separate Lead Independent Director.
 
 As part of each Board meeting, the independent directors meet separately without management or Woodbridge-affiliated directors present.
 
 All committees are comprised of a majority of independent directors (other than the Audit Committee, which is 100% independent directors).
 
 The Board has an effective and transparent process to deal with related party transactions or conflicts of interest between Thomson Reuters and Woodbridge or directors affiliated with Woodbridge. The Corporate Governance Committee of our Board utilizes a policy for considering related party transactions that may take place between our company and Woodbridge, with any committee members related to Woodbridge abstaining from voting. In addition, any transactions between Woodbridge and our company are subject to public disclosure and other requirements under applicable Canadian securities laws.
The Nasdaq listing rules require a listed company to have, among other things, solely independent directors on its compensation committee and directors to be nominated solely by independent directors. A “controlled company” (as defined by the Nasdaq listing rules) is a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company and is exempt from these requirements.
 
 
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Supplemental guidelines issued by the Canadian Coalition for Good Governance (CCGG) address controlled companies. A “controlled company” (as defined by CCGG) includes corporations with a controlling shareholder who controls a sufficient number of shares to be able to elect the board of directors or to direct the management or policies of the corporation.
While a majority of members of each of the Corporate Governance Committee and the HR Committee of our company are independent, the Board believes it is appropriate for Ed Clark and Peter Thomson, who are not considered to be independent under applicable rules because of their affiliation with Woodbridge, to serve on these committees and has approved our reliance on the Nasdaq’s controlled company exemption to do so. CCGG has stated that it believes it is appropriate for directors who are related to the controlling shareholder to sit on these committees to bring the knowledge and perspective of the controlling shareholder to executive compensation, appointments and board nominations.
No directors affiliated with Woodbridge serve on our Audit Committee, which is required to have solely independent directors.
A majority of members of the Risk Committee are also independent.
Independent Directors
A majority of the Board is independent. Under the corporate governance guidelines adopted by the Board, a director is not considered independent unless the Board affirmatively determines that the director has no “material relationship” with Thomson Reuters. In determining the independence of directors, the Board considers all relevant facts and circumstances. In March 2025, the Board conducted its annual assessment of the independence of its members and determined that 9 of the 13 current directors (approximately 69%) serving on the Board were independent. In determining independence, the Board examined and relied on the applicable definitions of “independent” in the Nasdaq listing standards and Canadian Securities Administrators’ National Instrument
58-101.
The Board’s determination of independence was also based on responses to questionnaires completed by directors.
In order for the Board to function independently from management:
 
 
 
The roles and responsibilities of the Chairman (David Thomson) and the CEO (Steve Hasker) are separate;
 
 
 
We have a Lead Independent Director (Michael E. Daniels); and
 
 
 
The Audit Committee is comprised entirely of independent directors (as required by applicable law) and the Corporate Governance Committee, Human Resources Committee and Risk Committee each have a majority of independent directors.
 
 
Director Independence
 Name of Director Nominee
 
  Management  
 
  Independent  
 
  Not Independent
 
Reason for Non-Independence
 David Thomson
         
  A Chairman of Woodbridge
 Steve Hasker
 
     
  President & Chief Executive Officer of Thomson Reuters
 Kirk E. Arnold
     
       
 W. Edmund Clark, C.M.
(1)
         
  Due to role as advisor to the trustee of the 2003 TIL Settlement and Woodbridge during the period
 LaVerne Council
     
       
 Michael E. Daniels
     
       
 Kirk Koenigsbauer
     
       
 Deanna Oppenheimer
     
       
 Simon Paris
     
       
 Kim M. Rivera
     
       
 Barry Salzberg
     
       
 Peter J. Thomson
         
  A Chairman of Woodbridge
 Beth Wilson
     
       
 Total
 
1
 
9
 
4
   
 
  (1)
On December 23, 2024, it was announced that Mr. Clark will complete his service on the Thomson Reuters Board at the 2025 annual general meeting of shareholders, to be held on June 4, 2025.
 
 
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David Thomson, Ed Clark and Peter Thomson are not members of Thomson Reuters executive management team. With its substantial equity investment in Thomson Reuters, Woodbridge considers that its interests as a shareholder are aligned with those of all other shareholders.
In determining the independence of directors, the Board also considers that in the normal course of business, we provide services to, and receive services from, companies with which some of the independent directors are affiliated.
Based on the specific facts and circumstances, the Board determined in March 2025 that these relationships were immaterial.
Presiding Directors at Meetings of
Non-Management
and Independent
Directors
At the beginning of each meeting, the Board has an
“in-camera”
session with the CEO, but no other members of management. This is intended to give the CEO an opportunity to discuss his objectives for the day’s meeting, and for directors to express preliminary observations based on their prior review of meeting materials. This permits a more effective use of time in the Board meeting. A similar session is held with the CEO at the end of the meeting, followed by a meeting of the Board without the CEO or other members of management present. Board committees also utilize
“in-camera”
meetings for discussions without the CEO or members of management present.
As part of each Board meeting, our independent directors meet as a group without the CEO and without the directors affiliated with Woodbridge. These meetings are chaired by the Lead Independent Director. The Lead Independent Director develops the agenda for these meetings, although discussion has not been limited to it. The agenda generally addresses any issues that might be specific to a public corporation with a controlling shareholder. The Lead Independent Director reports to the Chairman and the CEO on the substance of these meetings to the extent that action is appropriate or required. Six meetings of the independent directors took place in 2024 which were presided over by the Lead Independent Director (Michael E. Daniels).
Code of Business Conduct and Ethics
Our Code of Business Conduct and Ethics (Code), which was updated in March 2025, applies to our employees, contractors, directors and officers, including our CEO, CFO and Chief Accounting Officer & Controller. We review the Code on an annual basis and make updates as necessary. Our updated Code reflects changes in style and appearance based on our new branding guidelines.
While the content of the updated Code and its provisions are fundamentally the same, it also highlights our commitment to social impact and reflects certain content updates to make the Code consistent with internal policies, laws and regulations that have changed in the last few years. Every year, we require our employees, contractors, directors and officers to submit an acknowledgment confirming that they have received and read a copy of the Code and understand their obligations to comply with the principles and policies outlined in it. In an effort to further promote a culture of ethical business conduct throughout Thomson Reuters, we have instituted an online training course for new employees and contractors that supplements the Code, as well as an annual refresher course for employees and contractors to complete. The Corporate Governance Committee receives an annual report regarding the Code from management.
In 2024 and through the date of this annual report, no material violations by our directors or executive officers were reported for the Code. Also, no waivers under the Code were sought by or granted to any of our directors or executive officers.
Additional Disclosures
Additional information regarding the members of our Board of Directors, including our corporate governance and compensation practices, will be provided in our management proxy circular, which is being prepared in connection with our upcoming annual meeting of shareholders to be held on June 4, 2025. Each Board committee has a written charter which is publicly available at
tr.com
. The Audit Committee’s charter has been filed on SEDAR+ and EDGAR and is incorporated by reference in, and forms a part of, this annual report.
As of March 3, 2025, our executive officers and directors as a group beneficially owned, directly or indirectly, or exercised control or direction over, less than 1% of our outstanding common shares, based on the issued and outstanding shares of our company as of that date. David Thomson and Peter Thomson are the Chairmen of Woodbridge, our controlling shareholder. As of March 3, 2025, Woodbridge and its affiliates beneficially owned approximately 70% of our common shares. David Thomson and Peter Thomson are substantial shareholders of our company as members of the family that owns the equity of Woodbridge.
 
 
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Additional Information
Thomson Reuters Corporation was incorporated under the Business Corporations Act (Ontario) by articles of incorporation dated December 28, 1977. Our company amalgamated with one of its wholly owned subsidiaries on March 10, 2010. On October 1, 2018, articles of amendment were filed to make certain amendments to our articles of amalgamation related to the Trust Principles and the consent rights of the Thomson Reuters Founders Share Company.
Our registered office and principal executive office is located at 19 Duncan Street, Toronto, Ontario M5H 3H1, Canada. Prior to April 17, 2008, Thomson Reuters Corporation was known as The Thomson Corporation.
Description of Capital Structure
As of March 3, 2025:
 
 
 
Our authorized share capital consisted of an unlimited number of common shares, an unlimited number of preference shares, issuable in series, and a Thomson Reuters Founders Share; and
 
 
 
We had outstanding 450,096,872 common shares, 6,000,000 Series II preference shares and one Thomson Reuters Founders Share.
Common Shares
Each common share entitles its holder to receive notice of, to attend and to vote at all meetings of our shareholders (except for meetings of holders of a particular class or series of shares other than the common shares required by applicable laws to be held as a separate class or series meeting). Each common share also entitles its holder to receive dividends when declared by our Board of Directors, subject to the rights of holders of the preference shares. All dividends declared by our Board of Directors are paid equally on all common shares. Holders of common shares will participate equally in any distribution of our assets upon liquidation, dissolution or
winding-up,
subject to the rights of the holders of the preference shares. There are no preemptive, redemption, purchase or conversion rights attaching to our common shares.
We have also issued Depositary Interests (DIs) as an alternative way to hold our common shares. DIs are designed to facilitate the transfer and settlement of our shares in the U.K. when they are traded in the secondary market. Each DI represents one common share. The holder of DIs has beneficial ownership of the underlying common shares. The administrator of our DI program holds legal title to the common shares and holds the shares on behalf of and for the benefit of the DI holder. Holders of DIs have the same voting rights and receive the same dividends as other common shareholders.
Preference Shares
Our preference shares may be issued in one or more series as determined by our Board of Directors. Our Board of Directors is authorized to fix the number, the consideration per share and the rights and restrictions of the preference shares of each series. The preference shares of each series are to rank on a parity with the preference shares of each other series with respect to the payments of dividends and the return of capital on our liquidation, dissolution or
winding-up.
The preference shares are entitled to preference over the common shares and any other shares ranking junior to the preference shares with respect to the payment of dividends and the return of capital. The special rights and restrictions attaching to the preference shares as a class may not be amended without approval of at least
two-thirds
of the votes cast at a meeting of the holders of preference shares. The holders of preference shares are not entitled to any voting rights except as provided by our Board of Directors when authorizing a series or as provided by law. Our Series II preference shares are
non-voting
and are redeemable at our option for C$25.00 per share, together with accrued dividends. Dividends are payable quarterly at an annual rate of 70% of the Canadian bank prime rate applied to the stated capital of the shares.
Thomson Reuters Founders Share
Our company has issued a Thomson Reuters Founders Share to the Thomson Reuters Founders Share Company, which enables the Thomson Reuters Founders Share Company to exercise extraordinary voting power to safeguard the Thomson Reuters Trust Principles and to thwart those whose holdings of Thomson Reuters voting shares threaten the Thomson Reuters Trust Principles.
 
 
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The Founders Share entitles the Thomson Reuters Founders Share Company to vote in circumstances where an acquiring person, other than an approved person or an entity within Thomson Reuters, has become or becomes “interested” in, or the beneficial owner of, 15% or more of the outstanding voting shares of Thomson Reuters or has obtained or is attempting to obtain the ability to control the exercise of, or beneficial ownership of, 30% or more of the outstanding voting shares of Thomson Reuters. In general, votes cast by the Thomson Reuters Founders Share Company, alone or in combination with votes cast by approved persons, will be sufficient either to negate the voting power of the acquiring person or to constitute the requisite majority voting power. The rights attaching to the Founders Share may not be varied or abrogated in any respect without the prior written consent of the Thomson Reuters Founders Share Company. In addition, without the prior written consent of the Thomson Reuters Founders Share Company, we may not take certain fundamental corporate actions, including certain changes to our share capital, remove or amend provisions in our organizational documents relating to the Thomson Reuters Founders Share Company and the Founders Share, or effect a sale (or similar transactions) of Reuters News to an unrelated third-party or to effect or permit material acquisitions by, or material dispositions from, Reuters News. For a discussion of the Thomson Reuters Trust Principles, the Thomson Reuters Founders Share Company and proposed amendments to the Thomson Reuters Trust Principles arrangements, see the “Material Contracts” section below.
Market for Securities
Listings and Index Participation
Our common shares are listed in Canadian dollars on the TSX and in U.S. dollars on the Nasdaq under the symbol “TRI”. On February 25, 2025, we transferred our U.S. stock exchange listing to the Nasdaq. Prior to that date our common shares were listed on the New York Stock Exchange. Our Series II preference shares are listed in Canadian dollars on the TSX under the symbol “TRI.PR.B”. Our company is included in the S&P/TSX series of indices.
Share Prices
The following table provides information regarding the price history of our common shares and our Series II preference shares for the periods indicated.
 
   
Common Shares (C$)
   
Common Shares (US$)
   
Preference Shares (C$)
 
    
High
   
Low
   
Closing
   
 Trading
 Volume
   
High
   
Low
   
Closing
   
Trading
Volume
   
High
   
Low
   
Closing
   
Trading
Volume
 
 2024
                       
       
 January
    203.14       191.42       199.61       4,755,621       151.17       143.31       148.62       5,742,000       13.70       13.20       13.55       32,876  
       
 February
    216.26       200.99       214.24       5,879,633       160.29       149.09       157.79       7,200,462       14.15       13.38       13.95       73,791  
       
 March
    215.90       210.75       210.80       5,567,023       159.29       155.09       155.83       6,265,818       13.99       13.50       13.50       32,836  
       
 April
    211.35       206.11       207.93       4,795,058       155.30       150.22       151.10       6,382,294       13.61       13.10       13.40       82,575  
       
 May
    240.37       208.41       234.54       6,536,746       175.79       151.48       172.11       9,572,702       14.36       13.50       14.01       55,122  
       
 June
    235.46       225.74       230.61       11,115,811       172.25       165.22       168.57       8,937,378       14.01       13.40       13.60       58,364  
       
 July
    231.51       222.56       223.75       8,938,123       169.22       160.63       161.92       11,998,162       14.02       13.50       13.90       62,087  
       
 August
    230.82       217.02       230.82       7,442,213       171.18       154.77       171.18       8,861,804       13.85       13.47       13.70       29,718  
       
 September
    235.98       225.52       230.69       7,258,037       173.76       166.24       170.60       5,302,649       13.92       13.55       13.63       37,424  
       
 October
    233.36       225.22       227.91       5,111,249       170.54       163.64       163.64       5,263,783       13.82       13.50       13.82       40,758  
       
 November
    236.87       224.36       228.44       6,650,680       171.14       160.72       162.59       6,848,919       14.25       13.65       14.25       92,580  
       
 December
    241.65       228.44       230.82       5,690,651       170.56       160.38       160.38       5,086,668       15.15       14.25       14.99       95,514  
                                                                                                 
 2025
                       
       
 January
    244.65       221.65       244.23       5,550,283       169.04       154.46       168.25       6,157,382       15.25       14.70       15.15       76,461  
       
 February
    258.63       237.57       258.63       9,524,739       179.32       168.06       178.82       12,599,643       15.30       14.80       15.03       180,344  
                                                                                                 
 
 
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Dividends
Our company and our predecessor companies have paid dividends for over 30 years and we view dividends as a critical component of shareholder return.
Any dividends that we declare on our shares take into account all factors that our Board considers relevant, including our available cash flow, financial condition and capital requirements.
Our Board reviews our dividend policy each fiscal year. In February 2025, we announced that our Board approved a 10% increase to our annualized dividend rate of $0.22 to $2.38 per share (or $0.0595 per share on a quarterly basis), effective with our dividend to be paid on March 10, 2025 to common shareholders of record as of February 20, 2025. The declaration of dividends by our Board and the amount of those dividends is at the discretion of the Board.
The following graph shows our annualized dividends per common share for the periods indicated.
 
 
The following table provides information regarding the default currencies for our dividend payments, as well as other currency options that were available to our shareholders as of March 1, 2025.
 
   
 
Dividend Currency (Default)
 
 
Dividend Currency (For Electing Holders)
 Common shares
  U.S. dollars  
Canadian dollars
British pounds sterling
 DIs (representing common shares)
  British pounds sterling  
U.S. dollars
Canadian dollars
 Series II preference shares
  Canadian dollars   N/A
We also have a dividend reinvestment plan which allows eligible holders of our common shares to elect to have their cash dividends reinvested in additional shares.
Additional information regarding currency elections for our dividends as well as our dividend reinvestment plan is provided in the Investor Relations section of our website under “Stock Info – Dividend Timetable”.
We pay dividends on our Series II preference shares quarterly at an annual rate of 70% of the Canadian bank prime rate applied to the stated capital of these shares.
 
 
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The table below sets forth the dividends declared on our common shares and Series II preference shares in the last three years and the first quarter of 2025.
 
       
 
Common Shares (US$)
    
 
Series II Preference Shares (C$)
 
 2022
    
 
 
 
    
 
 
 
 Q1
 
      $   0.445000      C$   0.107445 
 Q2
 
      $   0.445000      C$   0.140053 
 Q3
 
      $   0.445000      C$   0.203345
 Q4
 
      $   0.445000      C$   0.257159  
 2023
    
 
 
 
    
 
 
 
 Q1
 
      $   0.490000      C$   0.285658 
 Q2
 
      $   0.490000      C$   0.293631 
 Q3
 
      $   0.490000      C$   0.315825 
 Q4
 
      $   0.490000      C$   0.317589 
 2024
    
 
 
 
    
 
 
 
 Q1
 
      $   0.540000      C$   0.313279  
 Q2
 
      $   0.540000      C$   0.311973  
 Q3
 
      $   0.540000      C$   0.296486 
 Q4
 
      $   0.540000      C$   0.267014 
 2025
    
 
 
 
    
 
 
 
 Q1
 
      $   0.595000      C$   *
*As of the date of this annual report, our company had not yet finalized the final dividend amount for the first quarter 2025 dividend on our Series II preference shares.
Transfer Agents and Registrars
 
 Type of Shares
 
 Country
 
Transfer Agent/Registrar
 
Location of Transfer Facilities
 Common shares
   Canada   Computershare Trust Company of Canada   Toronto; Montreal; Calgary; and Vancouver
   United States   Computershare Trust Company N.A.   Canton, Massachusetts; and Jersey City, New Jersey
 
   United Kingdom   Computershare Investor Services PLC   Bristol, England
 Depositary interests
   United Kingdom   Computershare Investor Services PLC   Bristol, England
 Series II preference shares
   Canada   Computershare Trust Company of Canada   Toronto
Ratings of Debt Securities
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 demands, increased competition, a further 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 raise our borrowing rates.
Our long-term unsecured debt securities are rated Baa1 (stable) by Moody’s, BBB+ (stable) by S&P, BBB (high) (stable) by DBRS and BBB+ (stable) by Fitch. 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. In addition, real or anticipated changes in the rating assigned to a security will generally affect the market value of that security. Shareholders cannot be assured that a rating will remain in effect for any given period of time or that a rating will not be revised or withdrawn entirely by a rating agency in the future.
Moody’s Investors Services (Moody’s)
Moody’s long-term credit ratings are on a rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. Moody’s “Baa” rating assigned to our long-term debt instruments is the fourth highest rating of nine rating categories. Obligations rated “Baa” are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics. Moody’s appends numerical modifiers from 1 to 3 to its long-term debt ratings, which indicate where the obligation ranks within its generic rating category, with 1 being the highest. Ratings outlooks represent Moody’s assessment regarding the likely direction of the rating over the medium-term.
 
 
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Standard & Poor’s Global Ratings (S&P)
S&P’s long-term credit ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. S&P’s “BBB” rating assigned to our long-term debt instruments is the fourth highest rating of 10 rating categories. A “BBB” rating indicates that the obligor has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment. S&P uses “+” or “-” designations to indicate the relative standing of securities within a particular rating category. Outlooks represent S&P’s assessment regarding the potential direction of the rating over the immediate term (typically six months to two years). In May 2024, S&P upgraded Thomson Reuters’ rating from BBB to BBB+ with Stable rating outlook.
DBRS Limited (DBRS)
DBRS’ credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. DBRS’s “BBB” rating assigned to our long-term debt is the fourth highest of the 10 rating categories for long-term debt. Debt securities rated “BBB” are of adequate credit quality, and while the capacity for the payment of financial obligations is considered acceptable, it may be vulnerable to future events. A reference to “high” or “low” reflects the relative strength within the rating category. Rating Trends represent DBRS’s opinion regarding the outlook for the ratings, should present tendencies continue.
Fitch Ratings (Fitch)
Fitch’s long-term credit ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. Fitch’s “BBB” rating assigned to our long-term debt instruments is the fourth highest rating of 11 rating categories. A “BBB” rating indicates a low expectation of default, and that while the capacity for payment of financial commitments is considered adequate, adverse business or economic conditions are more likely to impair this capacity. Fitch uses “+” or “-” designations to indicate the relative standing of securities within a particular rating category. Outlooks represents Fitch’s assessment regarding the direction a rating is likely to move over a one to
two-year
period.
Investment in LSEG
On January 29, 2021, Thomson Reuters and private equity funds affiliated with Blackstone closed the sale of Refinitiv to LSEG in an
all-share
transaction. As of the January 29, 2021 closing date, we indirectly owned approximately 82.5 million LSEG shares. Thomson Reuters’ interest in LSEG shares were held through YPL, an entity jointly owned by Thomson Reuters and Blackstone’s consortium. As of May 2024, all of our remaining holdings of LSEG shares have been sold.
Material Contracts
Credit Facility Agreement
We have a $2.0 billion syndicated credit facility agreement which matures in November 2027. The facility 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 December 31, 2024 and 2023. 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. Based on our current credit ratings, the cost of borrowing under the agreement is priced at Term Secured Overnight Financing Rate (SOFR)/Euro Interbank Offered Rate (EURIBOR)/ Simple Sterling Overnight Index Average (SONIA) plus 102.5 bp. If our debt rating is downgraded by at least two of Moody’s, S&P or Fitch, our facility fees and borrowing costs could increase, although availability would be unaffected. Conversely, an upgrade in our 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 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 December 31, 2024, we were in compliance with this covenant as our ratio of net debt to EBITDA, as calculated under the terms of our syndicated credit facility, was 0.3:1.
 
 
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Thomson Reuters Trust Principles and Thomson Reuters Founders Share Company
Our company is dedicated to upholding the Thomson Reuters Trust Principles and to preserving its integrity, independence and freedom from bias in the gathering and dissemination of information and news.
The Trust Principles read as follows:
 
 
 
That Reuters shall at no time pass into the hands of any one interest, group or faction;
 
 
 
That the integrity, independence and freedom from bias of Thomson Reuters shall at all times be fully preserved;
 
 
 
That Reuters shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom Reuters has or may have contracts;
 
 
 
That Thomson Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and
 
 
 
That no effort shall be spared to expand, develop and adapt the news and other services and products of Thomson Reuters so as to maintain its leading position in the international news and information business.
The Thomson Reuters Founders Share Company was established in 1984 when Reuters became a public company. The directors of the Thomson Reuters Founders Share Company have a duty to ensure, to the extent possible, that the Thomson Reuters Trust Principles are complied with.
The directors of the Thomson Reuters Founders Share Company are experienced and eminent people from the world of politics, diplomacy, media, public service and business. They generally have all held high offices in their respective sectors. The directors are selected by a nomination committee and proposed to the board of the Thomson Reuters Founders Share Company to be considered for appointment. The nomination committee also has unique features. Two of its members are appointed in consultation with the European Court of Human Rights (ECHR) and assist in scrutinizing candidates’ suitability. These have historically been judges of the ECHR. Our Board currently has two representatives on the nomination committee. In addition to the chairman and deputy chairman of the Thomson Reuters Founders Share Company, who are also members of the nomination committee, the chairman of the Thomson Reuters Founders Share Company appoints three other representatives to the nomination committee. Other members are representatives of press associations from the United Kingdom and Australia.
The directors of the Thomson Reuters Founders Share Company have a minimum of two meetings per year. They receive reports on our activities in different fields in which we operate. The directors meet with representatives of senior management at the Thomson Reuters Founders Share Company board meetings and Thomson Reuters site visits; the directors of the Thomson Reuters Founders Share Company also have access to our Board, as necessary. Through the Thomson Reuters Founders Share Company’s chairman, regular contact is maintained with our company. The Thomson Reuters Founders Share Company also has certain consultation rights as to the appointments of the president and editor in chief of the news services of Reuters News.
Amended and Restated Reuters Support Agreement
In December 2020, Thomson Reuters Founders Share Company, Thomson Reuters and Reuters News entered into an Amended and Restated Reuters Support Agreement (ARRSA). The following is a summary of certain provisions of the agreement, a copy of which has been filed with the Canadian Securities Administrators’ SEDAR+ website,
www.sedarplus.ca
, and in the EDGAR section of the Securities and Exchange Commission’s (SEC) website at
www.sec.gov.
Under the ARRSA, the prior written consent of Thomson Reuters Founders Share Company is required to effect a sale (or similar transaction) to an unrelated third-party of, a material acquisition by, or material dispositions from, Reuters News. Reuters News will remain a separate business unit of Thomson Reuters – the sole unit that carries on the business of providing multimedia news services. Reuters News will receive access to capital and shared services and will continue to provide services to our company’s other business units. Reuters News has agreed to invest all of the license fees payable under the news agreement with LSEG into the Reuters News business, and has agreed not to amend the news agreement in a manner that would negatively impact the annual fee payable, significantly increase Reuters News’ costs without reimbursement or amend any provision related to the Trust Principles without Thomson Reuters Founders Share Company’s prior written consent. Thomson Reuters and Reuters News agreed not to amend any provisions of the Brand License Agreements related to the Trust Principles without Thomson Reuters Founders Share Company’s prior written consent.
 
 
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Directors of the Thomson Reuters Founders Share Company
The current directors of the Thomson Reuters Founders Share Company, with their countries of residence and the year of initial appointments, are:
 
 Name
  
Country
  
Director Since
 Kim Williams (Chairman)
   Australia    2016
 Linda Robinson
   U.K.    2019
 Pawel Dangel
   Poland    2020
 Anne Bouverot
   France    2021
 Aiko Doden
   Japan    2021
 Murilo Portugal
   Brazil    2022
 Nikiwe Bikitsha
   South Africa    2023
 Yuen Yuen Ang
   U.S.    2023
 Stephen Toope
   Canada    2024
 Naushad Forbes
   India    2024
 Michael Froman
   U.S.    2024
 Ann Marie Lipinski
   U.S.    2024
 Sharmila Nebhrajani
   U.K.    2024
 Tim Gardam
   U.K.    2024
 Aidan Eyakuze
   Tanzania    2025
Directors are appointed for an initial term of three years and must retire on December 31 following the third anniversary of appointment. Those directors are eligible for
re-appointment
for additional terms of three years, subject to a maximum term of nine years. Further, where a director has served three terms and was due to retire on or prior to December 31, 2024, the other directors had the right to, by way of a
one-off
exception where they deem the relevant circumstances to be of an exceptional nature, approve (acting by a majority) the extension of such director’s third term of appointment for a period of 12 months. Prior to December 31, 2024, the directors of Thomson Reuters Founders Share Company approved an exception to the foregoing to permit an extension to Kim Williams’ term for an additional 12 months ending on December 31, 2025.
Our company is a party to a Deed of Mutual Covenant, under which Thomson Reuters and the Thomson Reuters Founders Share Company have covenanted with press associations from the United Kingdom and Australia to use their best endeavors to ensure that the Trust Principles are complied with in relation to Thomson Reuters.
Under a Thomson Reuters Trust Principles Support Agreement, Woodbridge has agreed to support the Trust Principles and to exercise its voting rights to give effect to this support and the Thomson Reuters Founders Share Company has irrevocably designated Woodbridge as an approved person for so long as Woodbridge is controlled by members of the Thomson family, companies controlled by them and trusts for their benefit.
 
 
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Principal Subsidiaries
The following provides information about our principal subsidiaries as of December 31, 2024. As of that date, we beneficially owned, directly or indirectly, 100% of the voting securities and
non-voting
securities of each of these subsidiaries. Certain subsidiaries, each of which represents not more than 10% of the consolidated assets and not more than 10% of the consolidated revenues of our company, and all of which, in the aggregate, represent not more than 20% of the total consolidated assets and the total consolidated revenues of our company as of December 31, 2024, have been omitted.
 
 Subsidiary
 
Jurisdiction of Incorporation/Formation
 3276838 Nova Scotia Company
  Nova Scotia, Canada
 Bedrijfsbeheer TRA B.V.
  The Netherlands
 Capital Confirmation Inc.
  Delaware, United States
 Casetext, Inc.
  Delaware, United States
 HighQ Solutions Limited
  England
 LiveNote Technologies Limited
  England
 LN Holdings Limited
  Bermuda
 Pagero AB
  Sweden
 Pagero GmbH
  Germany
 Pagero Sverge AB
  Sweden
 Pagero UK Ltd.
  England
 Reuters News & Media Inc.
  Delaware, United States
 Reuters News & Media Limited
  England
 SurePrep, LLC
  Delaware, United States
 Thomson Reuters (Australia) Pty Limited
  Australia
 Thomson Reuters (Legal) Inc.
  Minnesota, United States
 Thomson Reuters (Professional) Australia Limited
  Australia
 Thomson Reuters (Professional) UK Limited
  England
 Thomson Reuters (Tax & Accounting) Inc.
  Texas, United States
 Thomson Reuters (TRI) Inc.
  Delaware, United States
 Thomson Reuters America Corporation
  Delaware, United States
 Thomson Reuters Applications Inc.
  Delaware, United States
 Thomson Reuters Brasil Conteúdo e Tecnologia Ltda
  Brazil
 Thomson Reuters Canada Limited
  Ontario, Canada
 Thomson Reuters Contact Center, S.A. de C.V.
  Mexico
 Thomson Reuters Enterprise Centre GmbH
  Switzerland
 Thomson Reuters Finance S.A.
  Luxembourg
 Thomson Reuters Group Limited
  England
 Thomson Reuters Holdco LLC
  Delaware, United States
 Thomson Reuters Holdings B.V.
  The Netherlands
 Thomson Reuters Holdings Inc.
  Delaware, United States
 Thomson Reuters Holdings S.A.
  Luxembourg
 Thomson Reuters Investment Holdings Limited
  England
 Thomson Reuters MX Servicios, S.A. de C.V.
  Mexico
 Thomson Reuters No. 4 Inc.
  Delaware, United States
 Thomson Reuters No. 5 LLC
  Delaware, United States
 Thomson Reuters No. 8 LLC
  Delaware, United States
 Thomson Reuters U.S. LLC
  Delaware, United States
 TR (2008) Limited
  England
 TR 2023 LLC
  Delaware, United States
 
 
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Table of Contents
 Subsidiary
 
Jurisdiction of Incorporation/Formation
 TR Finance LLC
  Delaware, United States
 TR Holdings Limited
  Bermuda
 TR U.S. Inc.
  Delaware, United States
 TTC (1994) Limited
  England
 TTC Holdings Limited
  Bermuda
 West Publishing Corporation
  Minnesota, United States
Interests of Experts
Our independent registered public accounting firm is PricewaterhouseCoopers LLP, who has issued an independent registered public accounting firm’s report dated March 6, 2025 in respect of our consolidated financial statements as of December 31, 2024 and December 31, 2023 and for each of the years ended December 31, 2024 and December 31, 2023 and our internal control over financial reporting as of December 31, 2024. PricewaterhouseCoopers LLP has advised that it is independent with respect to our company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario and has complied with the auditor independence rules of the U.S. Securities and Exchange Commission and the requirements of the Public Company Accounting Oversight Board (United States).
Further Information and Disclosures
Cybersecurity Risk Management
We implement a wide range of security policies, standards, technology, and practices, which are integrated in our overall enterprise risk management framework. Under the leadership of our Chief Operations & Technology Officer, teams across the organization play a critical role in identifying, assessing, responding, monitoring, and reporting risks under the guidelines of the enterprise risk management framework. Our Information Security Risk Management (ISRM) team who is responsible for operating and enhancing our security capabilities, based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and Capability Maturity Model (CMMI), to help prevent, detect, and respond to cybersecurity threats.
Our Chief Operations & Technology Officer is in charge of the management of cybersecurity risks as an important component of our overall enterprise risk management framework. Our Board of Directors is responsible for confirming that a system is in place to identify the principal risks facing Thomson Reuters and that appropriate procedures and systems are in place to monitor, mitigate and manage those risks. The Board of Directors, through its committees, periodically receives reports from or meets with members of management to discuss material enterprise risks, including cybersecurity risks.
Iran Threat Reduction and Syria Human Rights Act Disclosure
The Iran Threat Reduction and Syria Human Rights Act of 2012 (ITRA) requires us to disclose information in our annual report if we or any of our affiliates knowingly engaged in certain transactions or dealings related to Iran and other sanctioned individuals or entities in 2024. Disclosure is generally required, even if the transactions or dealings were conducted in compliance with applicable law and regulations.
During 2024, one of our
non-U.S.
subsidiaries sold Reuters news text newswires and video products to one broadcasting entity in Iran covered by the ITRA. These transactions were exempt from U.S. economic sanctions laws and regulations, to the extent they may apply, as information or informational materials per 31 CFR § 560.210 (c). The aggregate gross revenue attributable to these 2024 sales was approximately $707,000. We recognized $170,000 of revenue from these sales in 2024. These sales represented approximately 0.01% of our company’s 2024 consolidated revenues. Additionally, in 2024, we recognized approximately $910,000 in revenue related to the delayed collection of outstanding receivables from prior-year periods related to the same broadcasting entity bringing total revenue recognized in 2024 to $1,080,000. We estimate that the 2024 net profit attributable to this revenue (utilizing Reuters News’ 2024 segment adjusted EBITDA margin disclosed in this annual report) was approximately $250,000. We discussed these
pre-2024
outstanding receivables in our previously-filed annual reports.
Our Reuters News business plans to continue current contracts but does not plan on entering into any new sales contracts with customers covered by the ITRA, subject to limited exceptions where continued sales are permissible under applicable export control and economic sanctions laws and regulations.
 
 
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Other Information and Disclosures
Steve Hasker, our President and Chief Executive Officer and a director of our company, was a director of Global Eagle Entertainment Inc. until May 2020. In July 2020, Global Eagle Entertainment Inc. commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code.
Kim Rivera, a director of our company, was a director of Cano Health, Inc. In February 2024, Cano Health, Inc. commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code.
For more information about Thomson Reuters, please see our various filings and notifications posted on our website,
tr.com
, the Canadian Securities Administrators’ SEDAR+ website,
www.sedarplus.ca
, and in the EDGAR section of the Securities and Exchange Commission’s (SEC) website at
www.sec.gov
.
Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of our shares and securities authorized for issuance under our equity compensation plans, will be contained in our management proxy circular, which is being prepared in connection with our upcoming annual meeting of shareholders to be held on June 4, 2025. Copies of our management proxy circular will be available upon request in writing to: Investor Relations Department, Thomson Reuters, 3 Times Square, New York, New York 10036, United States. Requests may also be sent by
e-mail
to: investor.relations@tr.com.
Information required to be provided pursuant to Canadian Securities Administrators Multilateral Instrument
Form 52-110F1
(Audit Committees) for our company is included in the “Governance” section of this annual report.
Additional financial information is included in the “Management’s Discussion and Analysis” and “Consolidated Financial Statements” sections of this annual report.
Under Rule 5615(a)(3) of the Nasdaq listing rules, we are required to disclose any home country practices we follow as a foreign private issuer in lieu of certain Nasdaq corporate governance requirements. Pursuant to Nasdaq Rule 5615(a)(3), Thomson Reuters follows home country practices in lieu of two Nasdaq listing rules.
Nasdaq Listing Rule 5635 requires shareholder approval of all “equity compensation plans” and material revisions to these types of plans (with limited exceptions). TSX rules require shareholder approval of security-based compensation arrangements only for plans which involve newly issued shares or specified amendments to the plans. Similar to a number of other Canadian issuers, our company follows the TSX rules.
Further, Nasdaq Rule 5620(c) requires that the minimum quorum for a shareholder meeting shall be
33-1/3%
of the outstanding common shares, whereas Thomson Reuters’
by-laws
provide that a quorum for a shareholder meeting shall either be: (a) two persons present and each are entitled to vote or (b) the holder of the Thomson Reuters Founders Share. However, if the shareholder meeting includes the consideration of any resolution on which the holder of the Thomson Reuters Founders Share is entitled to vote, a quorum shall not be present for any purpose unless the holder of the Thomson Reuters Founders Share is present. Thomson Reuters’ quorum requirements comply with the Business Corporations Act (Ontario), and the TSX rules do not contain specific quorum requirements.
Our Code of Business Conduct and Ethics, corporate governance guidelines and Board committee charters are available on
tr.com
as well as in print or electronically (without charge) to any shareholder who requests a copy in writing or by
e-mail
to our Investor Relations Department. Shareholders and other interested parties may contact the Board or its
non-management
or independent directors as a group, or the directors who preside over their meetings, by writing to them by
e-mail
at board@tr.com or by mail at Thomson Reuters Board of Directors, Attention: Chief Legal Officer and Company Secretary, Thomson Reuters, 19 Duncan, Toronto, Ontario M5H 3H1, Canada.
Any statement in this annual report about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to our annual report with the SEC or as a material contract with the Canadian securities regulatory authorities, then the contract or document is deemed to modify the description contained in this annual report. You should review the contracts or documents themselves for a complete description.
We are required to file reports and other information with the SEC under the U.S. Securities Exchange Act of 1934, as amended, and regulations under that act. As a foreign private issuer, we are exempt from the rules under the U.S. Securities Exchange Act prescribing the form and content of proxy statements and our officers, directors and principal shareholders are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the U.S. Securities Exchange Act.
 
 
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Table of Contents
Cross Reference Tables
For the convenience of our shareholders, we have prepared one annual report for the year ended December 31, 2024 that addresses our disclosure requirements under applicable Canadian and U.S. laws and regulations.
The following pages include cross reference tables that reflect where we have disclosed information required to be contained in an annual information form prepared in accordance with Canadian laws and regulations and an annual report on
Form 40-F
prepared in accordance with SEC requirements.
For the convenience of our shareholders, we have prepared one annual report for the year ended December 31, 2024 that addresses our disclosure requirements under applicable Canadian and U.S. laws and regulations.
The following pages include cross reference tables that reflect where we have disclosed information required to be contained in an annual information form prepared in accordance with Canadian laws and regulations and an annual report on
Form 40-F
prepared in accordance with SEC requirements.
Annual Information Form (Form
51-102F2)
Cross Reference Table
 
        
Page/Document
Item 1.
 
Cover Page
   Cover
Item 2.
 
Table of Contents
   1
Item 3.
 
Corporate Structure
  
 
3.1 Name, Address And Incorporation
   152
 
3.2 Intercorporate Relationships
   159
Item 4.
 
General Development of the Business
  
 
4.1 Three Year History
   3
 
4.2 Significant Acquisitions
   11, 32
Item 5.
 
Describe the Business
  
 
5.1 General
   2-15
 
5.2 Risk Factors
   16-27
 
5.3 Companies With Asset-Backed Securities Outstanding
   N/A
 
5.4 Companies With Mineral Projects
   N/A
 
5.5 Companies With Oil And Gas Activities
   N/A
Item 6.
 
Dividends
   154-155
Item 7.
 
Description of Capital Structure
  
 
7.1 General Description Of Capital Structure
   152-153
 
7.2 Constraints
   N/A
 
7.3 Ratings
   155-156
Item 8.
 
Market for Securities
  
 
8.1 Trading Price And Volume
   153
 
8.2 Prior Sales
   N/A
Item 9.
 
Escrowed Securities and Securities Subject to Contractual Restriction on Transfer
   N/A
Item 10.
 
Directors and Officers
  
 
10.1 Name, Occupation And Security Holding
   142-151
 
10.2 Cease Trade Orders, Bankruptcies, Penalties Or Sanctions
   161
 
10.3 Conflicts Of Interest
   N/A
Item 11.
 
Promoters
   N/A
Item 12.
 
Legal Proceedings and Regulatory Actions
  
 
12.1 Legal Proceedings
   51
 
12.2 Regulatory Actions
   51
    
Item 13.
 
Interest of Management and Others in Material Transactions
   55
Item 14.
 
Transfer Agents and Registrars
   155
 
 
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Table of Contents
        
Page/Document
Item 15.
 
Material Contracts
   156-158
Item 16.
 
Interest of Experts
  
 
16.1 Names Of Experts
   160
 
16.2 Interests Of Experts
   160
Item 17.
 
Additional Information
   161
Item 18.
 
Additional Disclosure for Companies Not Sending Information Circulars
   N/A
Form
40-F
Cross Reference Table
 
    
Page/Document
Annual Information Form
   See AIF Table
Audited Annual Financial Statements
   81-141
Management’s Discussion And Analysis
   28-80
Disclosure Controls And Procedures
   58
Internal Control Over Financial Reporting
  
a. Changes In Internal Controls Over Financial Reporting
   58
b. Management’s Report On Internal Control Over Financial Reporting
   81
c. Independent Auditor’s Report On Internal Control Over Financial Reporting
   82-83
Notice Pursuant To Regulation BTR
   N/A
Audit Committee Financial Expert
   147
Code Of Ethics
   151
Principal Accountant Fees And Services
   148
Off-Balance
Sheet Arrangements
   50
Material Cash Requirements
   45, 46, 50
Identification Of The Audit Committee
   147
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
   N/A
 
 
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