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Thomson Reuters First Quarter Report 2026

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Unaudited Consolidated Financial Statements .2

THOMSON REUTERS CORPORATION

CONSOLIDATED INCOME STATEMENT

(unaudited)

 

 

 

 

Three months ended March 31,

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

 

Notes

2026

 

2025

CONTINUING OPERATIONS

 

 

 

 

 

Revenues

 

2

2,087

 

1,900

Operating expenses

 

5

(1,203)

 

(1,108)

Depreciation

 

 

(28)

 

(27)

Amortization of software

 

 

(193)

 

(174)

Amortization of other identifiable intangible assets

 

 

(24)

 

(25)

Other operating losses, net

 

 

-

 

(3)

Operating profit

 

 

639

 

563

Finance costs, net:

 

 

 

 

 

   Net interest expense

 

6

(39)

 

(30)

   Other finance income (costs)

 

6

9

 

(10)

Income before tax and equity method investments

 

 

609

 

523

Share of post-tax losses in equity method investments

 

 

(7)

 

(6)

Tax expense

 

7

(125)

 

(92)

Earnings from continuing operations

 

 

477

 

425

(Loss) earnings from discontinued operations, net of tax

 

 

(18)

 

9

Net earnings

 

 

459

 

434

Earnings attributable to common shareholders

 

 

459

 

434

 

 

 

 

 

 

Earnings per share:

 

8

 

 

 

Basic and diluted earnings (loss) per share:

 

 

 

 

 

   From continuing operations

 

 

$1.07

 

$0.94

   From discontinued operations

 

 

(0.04)

 

0.02

Basic and diluted earnings per share

 

 

$1.03

 

$0.96

 

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

Page 37


Thomson Reuters First Quarter Report 2026

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

Notes

2026

 

2025

Net earnings

 

 

459

 

434

 

 

 

 

 

 

Other comprehensive (loss) income:

 

 

 

 

 

Items that have been or may be subsequently reclassified to net earnings:

 

 

 

 

 

   Cash flow hedges adjustments to net earnings

 

6

-

 

3

   Cash flow hedges adjustments to equity

 

 

-

 

(5)

   Related tax benefit on cash flow hedges adjustments to equity

 

 

-

 

1

   Foreign currency translation adjustments to equity

 

 

(52)

 

102

 

 

(52)

 

101

Items that will not be reclassified to net earnings:

 

 

 

 

 

   Fair value adjustments on financial assets

 

9

12

 

(6)

   Related tax (expense) benefit on fair value adjustments on financial assets

(1)

 

1

   Remeasurement on defined benefit pension plans

 

 

9

 

8

   Related tax expense on remeasurement on defined benefit pension plans

(2)

 

(2)

 

 

 

18

 

1

Other comprehensive (loss) income

 

 

(34)

 

102

Total comprehensive income

 

 

425

 

536

 

 

 

 

 

 

Comprehensive income (loss) for the period attributable to:

 

 

 

 

 

Common shareholders:

 

 

 

 

 

   Continuing operations

 

 

443

 

527

   Discontinued operations

 

 

(18)

 

9

Total comprehensive income

 

 

425

 

536

 

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

Page 38


Thomson Reuters First Quarter Report 2026

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(unaudited)

 

 

 

 

March 31,

 

December 31,

(millions of U.S. dollars)

 

Notes

2026

 

2025

Cash and cash equivalents

 

9

400

 

511

Trade and other receivables

 

 

1,184

 

1,143

Other financial assets

 

9

89

 

94

Prepaid expenses and other current assets

 

 

460

 

480

Current assets

 

 

2,133

 

2,228

Property and equipment, net

 

 

341

 

361

Software, net

 

 

1,697

 

1,645

Other identifiable intangible assets, net

 

 

3,077

 

3,102

Goodwill

 

 

8,056

 

7,913

Equity method investments

 

 

193

 

202

Other financial assets

 

9

460

 

466

Other non-current assets

 

10

686

 

680

Deferred tax

 

 

1,301

 

1,343

Total assets

 

 

17,944

 

17,940

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Liabilities

 

 

 

 

 

Current indebtedness

 

9

1,120

 

795

Payables, accruals and provisions

 

11

934

 

1,090

Current tax liabilities

 

 

204

 

224

Deferred revenue

 

 

1,162

 

1,251

Other financial liabilities

 

9

109

 

108

Current liabilities

 

 

3,529

 

3,468

Long-term indebtedness

 

9

1,328

 

1,328

Provisions and other non-current liabilities

 

12

662

 

656

Other financial liabilities

 

9

229

 

210

Deferred tax

 

 

384

 

364

Total liabilities

 

 

6,132

 

6,026

Equity

 

 

 

 

 

Capital

 

13

3,613

 

3,597

Retained earnings

 

 

9,150

 

9,220

Accumulated other comprehensive loss

 

 

(951)

 

(903)

Total equity

 

11,812

 

11,914

Total liabilities and equity

 

17,944

 

17,940

Contingencies (note 16)

 

 

 

 

 

 

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

Page 39


Thomson Reuters First Quarter Report 2026

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW

(unaudited)

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

Notes

2026

 

2025

Cash provided by (used in):

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

Earnings from continuing operations

 

 

477

 

425

Adjustments for:

 

 

 

 

 

Depreciation

 

 

28

 

27

Amortization of software

 

 

193

 

174

Amortization of other identifiable intangible assets

 

 

24

 

25

Share of post-tax losses in equity method investments

 

 

7

 

6

Deferred tax

 

 

36

 

19

Other

 

14

46

 

64

Changes in working capital and other items

 

14

(305)

 

(293)

Operating cash flows from continuing operations

 

 

506

 

447

Operating cash flows from discontinued operations

 

 

(1)

 

(2)

Net cash provided by operating activities

 

 

505

 

445

INVESTING ACTIVITIES

 

 

 

 

 

Acquisitions, net of cash acquired

 

15

(212)

 

(606)

Proceeds related to disposals of businesses and investments

 

 

1

 

-

Capital expenditures

 

 

(156)

 

(151)

Other investing activities

 

 

-

 

1

Net cash used in investing activities

 

 

(367)

 

(756)

FINANCING ACTIVITIES

 

 

 

 

 

Net borrowings under short-term loan facilities

 

9

322

 

-

Payments of lease principal

 

 

(16)

 

(17)

Repurchases of common shares

 

13

(262)

 

-

Dividends paid on preference shares

 

 

(1)

 

(1)

Dividends paid on common shares

 

13

(280)

 

(259)

Other financing activities

 

 

(11)

 

(11)

Net cash used in financing activities

 

 

(248)

 

(288)

Translation adjustments

 

 

(1)

 

2

Decrease in cash and cash equivalents

 

 

(111)

 

(597)

Cash and cash equivalents at beginning of period

 

 

511

 

1,968

Cash and cash equivalents at end of period

 

 

400

 

1,371

Supplemental cash flow information is provided in note 14.

 

 

 

 

 

Interest paid, net of debt related hedges

 

6

(19)

 

(18)

Interest received

 

6

5

 

19

Income taxes paid

 

14

(117)

 

(108)

 

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.

Page 40


Thomson Reuters First Quarter Report 2026

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited)

 

 

(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”)

Total
equity

Balance, December 31, 2025

2,189

1,408

3,597

9,220

38

(941)

(903)

11,914

Net earnings

-

-

-

459

-

-

-

459

Other comprehensive income
   (loss)

-

-

-

7

11

(52)

(41)

(34)

Total comprehensive income
   (loss)

-

-

-

466

11

(52)

(41)

425

Transfer of gain on disposal of
   equity investments to retained
   earnings

-

-

-

7

(7)

-

(7)

-

Dividends declared on preference
   shares

-

-

-

(1)

-

-

-

(1)

Dividends declared on common
   shares

-

-

-

(292)

-

-

-

(292)

Shares issued under Dividend
   Reinvestment Plan (“DRIP”)

12

-

12

-

-

-

-

12

Repurchases of common shares
   (see note 13)

(17)

-

(17)

(250)

-

-

-

(267)

Stock compensation plans

36

(15)

21

-

-

-

-

21

Balance, March 31, 2026

2,220

1,393

3,613

9,150

42

(993)

(951)

11,812

 

(millions of U.S. dollars)

Stated
share
capital

Contributed
surplus

Total
capital

Retained
earnings

Unrecognized
gain (loss) on
financial
instruments

Foreign
currency
translation
adjustments

AOCL

Total
equity

Balance, December 31, 2024

2,067

1,431

3,498

9,699

19

(1,210)

(1,191)

12,006

Net earnings

-

-

-

434

-

-

-

434

Other comprehensive income
   (loss)

-

-

-

6

(6)

102

96

102

Total comprehensive income
   (loss)

-

-

-

440

(6)

102

96

536

Dividends declared on preference
   shares

-

-

-

(1)

-

-

-

(1)

Dividends declared on common
   shares

-

-

-

(267)

-

-

-

(267)

Shares issued under DRIP

8

-

8

-

-

-

-

8

Stock compensation plans

64

(50)

14

-

-

-

-

14

Balance, March 31, 2025

2,139

1,381

3,520

9,871

13

(1,108)

(1,095)

12,296

 

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

 

 

Page 41


Thomson Reuters First Quarter Report 2026

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Thomson Reuters Corporation

Notes to Consolidated Financial Statements (unaudited)

(unless otherwise stated, all amounts are in millions of U.S. dollars)

Note 1: Business Description and Basis of Preparation

General business description

 

Thomson Reuters Corporation is an Ontario, Canada corporation with common shares listed on the Toronto Stock Exchange ("TSX") and on the U.S. stock exchange, The Nasdaq Stock Market LLC (“Nasdaq”), under the ticker symbol “TRI”, and its Series II preference shares are listed on the TSX.

 

Unless otherwise indicated or the context otherwise requires, references in these consolidated financial statements to the “Company” and “Thomson Reuters” are to Thomson Reuters Corporation and its subsidiaries.

 

The Company serves professionals across legal, tax, audit, accounting, compliance, government, and media. The Company's products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news.

These unaudited interim consolidated financial statements (“interim financial statements”) were approved by the Audit Committee of the Board of Directors of the Company on May 4, 2026.

Basis of preparation

The interim financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2025, except as described below. The interim financial statements comply with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board ("IASB"), have been omitted or condensed.

The preparation of financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving more judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements have been disclosed in note 2 of the consolidated financial statements for the year ended December 31, 2025.

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

The accompanying interim financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2025, which are included in the Company’s 2025 annual report.

Changes in accounting policies

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 annual 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 were effective for reporting periods beginning January 1, 2026 and did not have a material impact on the Company’s financial statements.

Page 42


Thomson Reuters First Quarter Report 2026

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Recent accounting pronouncements

IFRS 18, Presentation and Disclosure in Financial Statements and associated amendments to IAS 7, Statement of Cash Flows

In April 2024, the IASB issued IFRS 18 and amendments to IAS 7. IFRS 18 will replace IAS 1, Presentation of Financial Statements. Both IFRS 18 and amendments to IAS 7 are effective for reporting periods beginning January 1, 2027.

IFRS 18 will change the presentation of the Company’s financial statements and add new disclosure requirements. Specifically, the new standard requires:

The consolidated income statement to be structured according to operating, investing and financing categories, and include required subtotals for “Operating Profit” and “Profit Before Financing and Income Taxes”;
Management-defined performance measurements (“MPMs”), 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 MPMs must be disclosed in a single footnote within the consolidated financial statements; and
The application of enhanced guidance related to the grouping of financial information associated with amounts presented within the financial statements, otherwise known as aggregation or disaggregation.

The amendments to IAS 7 were issued to align the presentation of the statement of cash flows, as prepared under the indirect method, to the changes prescribed to the income statement under IFRS 18.

Both IFRS 18 and the amendments to IAS 7 are presentation and disclosure related and do not impact the measurement of the Company’s results of operations, financial condition, or cash flows. The Company is assessing the impact of these pronouncements on its disclosures.

Other pronouncements issued by the IASB and International Financial Reporting Interpretations Committee (“IFRIC”) are not applicable or consequential to the Company.

 

Revisions to segment results

 

In the first quarter of 2026, the Company changed its segment reporting to reflect how it currently manages its segments. The change reflects the transfer of certain customers and their related revenues and expenses among the Company's Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segments. These changes impact the financial results of the Company's segments, but do not change its consolidated financial results. The following summarizes the changes to the applicable segment's first-quarter 2025 reported amounts:

Legal Professionals revenues decreased $5 million to $688 million and adjusted EBITDA was unchanged at $336 million;
Corporates revenues increased $7 million to $548 million and adjusted EBITDA increased $2 million to $215 million; and
Tax, Audit & Accounting Professionals revenues decreased $2 million to $358 million and adjusted EBITDA decreased $2 million to $208 million.

Note 2: Revenues

Revenues by type and geography

The following tables disaggregate revenues by type and geography and reconcile them to reportable segments (see note 3).

 

Revenues by type
(millions of U.S. dollars)

Legal Professionals

Corporates

Tax, Audit & Accounting Professionals

Reuters

Global Print

Eliminations / Rounding

Total

Three months ended
   March 31,
(1)

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

Recurring

739

670

449

407

229

205

186

175

-

-

(8)

(6)

1,595

1,451

Transactions

17

18

159

141

181

153

26

21

-

-

(3)

-

380

333

Global Print

-

-

-

-

-

-

-

-

112

116

-

-

112

116

Total

756

688

608

548

410

358

212

196

112

116

(11)

(6)

2,087

1,900

 

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Thomson Reuters First Quarter Report 2026

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Revenues by geography(2)
(millions of U.S. dollars)

Legal Professionals

Corporates

Tax, Audit & Accounting Professionals

Reuters

Global Print

Eliminations / Rounding

Total

Three months ended
   March 31,
(1)

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

U.S.

591

543

447

418

331

295

52

41

88

92

(11)

(6)

1,498

1,383

Canada

29

25

11

9

11

10

1

1

7

7

-

-

59

52

Other

9

8

29

23

53

41

2

2

2

3

-

-

95

77

Americas

629

576

487

450

395

346

55

44

97

102

(11)

(6)

1,652

1,512

U.K.

82

72

45

38

7

6

113

110

8

8

-

-

255

234

Other

13

11

53

41

2

2

31

29

2

1

-

-

101

84

EMEA

95

83

98

79

9

8

144

139

10

9

-

-

356

318

Asia Pacific

32

29

23

19

6

4

13

13

5

5

-

-

79

70

Total

756

688

608

548

410

358

212

196

112

116

(11)

(6)

2,087

1,900

 

(1)
The Company revised its Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segment results for the three months ended March 31, 2025. See note 1.
(2)
Revenues by geography are based on the location of the customer. Revenues from the Reuters agreement with the Data & Analytics business of London Stock Exchange Group (“LSEG”), the Company’s largest customer, are included entirely in the U.K. Canada represents the Company's country of domicile. Americas represents North America, Latin America and South America and EMEA represents Europe, Middle East and Africa.

Note 3: Segment Information

The Company is organized as five reportable segments, reflecting how its products and services are managed and offered to target customers as described below.

Legal Professionals

 

Serves law firms and governments with research and workflow products powered by AI-enabled technology 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 AI-enabled technology and integrated compliance workflow solutions to help them achieve their business outcomes.

Tax, Audit & 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 AI-enabled technology.

Reuters

 

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.

Page 44


Thomson Reuters First Quarter Report 2026

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

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

 

2026

 

2025(1)

Revenues

 

 

 

 

 

   Legal Professionals

 

 

756

 

688

   Corporates

 

 

608

 

548

   Tax, Audit & Accounting Professionals

 

 

410

 

358

   Reuters

 

 

212

 

196

   Global Print

 

 

112

 

116

Eliminations/Rounding

 

 

(11)

 

(6)

Revenues

 

 

2,087

 

1,900

Adjusted EBITDA

 

 

 

 

 

   Legal Professionals

 

 

365

 

336

   Corporates

 

 

243

 

215

   Tax, Audit & Accounting Professionals

 

 

221

 

208

   Reuters

 

 

34

 

39

   Global Print

 

 

43

 

44

Total reportable segments adjusted EBITDA

 

 

906

 

842

Corporate costs

 

 

(25)

 

(33)

Fair value adjustments(2)

 

 

3

 

(17)

Depreciation

 

 

(28)

 

(27)

Amortization of software

 

 

(193)

 

(174)

Amortization of other identifiable intangible assets

 

 

(24)

 

(25)

Other operating losses, net

 

 

-

 

(3)

Operating profit

 

 

639

 

563

Net interest expense

 

 

(39)

 

(30)

Other finance income (costs)

 

 

9

 

(10)

Share of post-tax losses in equity method investments

 

 

(7)

 

(6)

Tax expense

 

 

(125)

 

(92)

Earnings from continuing operations

 

 

477

 

425

 

(1)
The Company revised its Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segment results for the three months ended March 31, 2025. See note 1.
(2)
Includes acquired deferred revenue of nil and $10 million in the three months ended March 31, 2026 and 2025, respectively.

Reuters revenues included $11 million and $6 million in the three months ended March 31, 2026 and 2025, respectively, primarily from content-related services that it provided to the Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segments.

In accordance with IFRS 8, Operating Segments, the Company discloses certain information about its reportable segments based upon measures used by management in assessing the performance of those reportable segments. The profitability measure is defined below and may not be comparable to similar measures of other companies.

Segment Adjusted EBITDA

Segment adjusted EBITDA represents earnings or loss from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of software and other identifiable intangible assets, the Company’s share of post-tax earnings or losses in equity method investments, other operating gains or losses, certain asset impairment charges, corporate related items and fair value adjustments, including those related to acquired deferred revenue (see note 15).
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. Corporate costs, which includes expenses for centrally managed functions such as finance, legal, human resources and the executive office, are not allocated to the segments.

Note 4: Seasonality

The Company’s revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as it records a large portion of its revenues ratably over the contract term and its costs are generally incurred evenly throughout the year. However, at the segment level, revenues on a consecutive quarter basis can be impacted by seasonality, most notably in the Company’s Tax, Audit & Accounting Professionals business, where revenues tend to be concentrated in the first and fourth quarters.

Page 45


Thomson Reuters First Quarter Report 2026

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Note 5: Operating Expenses

The components of operating expenses include the following:

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

 

2026

 

2025

Salaries, commissions and allowances

 

 

623

 

573

Share-based payments

 

 

33

 

28

Post-employment benefits

 

 

37

 

32

Total staff costs

 

 

693

 

633

Goods and services(1)

 

 

411

 

370

Content

 

 

82

 

78

Telecommunications

 

 

11

 

11

Facilities

 

 

9

 

9

Fair value adjustments(2)

 

 

(3)

 

7

Total operating expenses

 

 

1,203

 

1,108

 

(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: Finance Costs, Net

The components of finance costs, net, include interest expense (income) and other finance costs (income). The components of net interest expense are as follows:

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

 

2026

 

2025

Interest expense:

 

 

 

 

 

   Debt

 

 

28

 

30

   Other, net

 

 

7

 

6

Fair value (gains) losses on financial instruments

 

 

 

 

 

   Debt

 

 

(1)

 

-

   Fair value hedges

 

 

1

 

-

   Cash flow hedges, transfer from equity

 

 

-

 

1

Net foreign exchange gains on debt

 

 

-

 

(1)

Net interest expense - debt and other

 

 

35

 

36

Net interest expense - leases

 

 

3

 

3

Net interest expense - pension and other post-employment benefit plans

 

 

6

 

7

Interest income

 

 

(5)

 

(16)

Net interest expense

 

 

39

 

30

 

The components of other finance costs (income) are as follows:

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

 

2026

 

2025

Net (gains) losses due to changes in foreign currency exchange rates

 

 

(8)

 

6

Other

 

 

(1)

 

4

Other finance (income) costs

 

 

(9)

 

10

 

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

 

Other includes the ineffective portion of cash flow and fair value hedges and certain other financing costs.

Note 7: Taxation

 

Tax expense was $125 million and $92 million in the three months ended March 31, 2026 and 2025, respectively.

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

Page 46


Thomson Reuters First Quarter Report 2026

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In January 2024, the Company began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development and enacted by key jurisdictions in which the Company operates. These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of top-up taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. The Company has applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. The application of the "Pillar Two model rules" did not have a significant impact on the Company's tax expense for the three months ended March 31, 2026 and 2025.

Note 8: 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:

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

 

2026

 

2025

Earnings attributable to common shareholders

 

 

459

 

434

Less: Dividends declared on preference shares

 

 

(1)

 

(1)

Earnings used in consolidated earnings per share

 

 

458

 

433

Less: Loss (earnings) from discontinued operations, net of tax

 

 

18

 

(9)

Earnings used in earnings per share from continuing operations

 

 

476

 

424

 

The weighted-average number of common shares outstanding, as well as a reconciliation of the weighted-average number of common shares outstanding used in the basic earnings per share computation to the weighted-average number of common shares outstanding used in the diluted earnings per share computation, is presented below:

 

 

 

 

Three months ended March 31,

 

 

 

2026

 

2025

Weighted-average number of common shares outstanding

 

 

444,445,691

 

450,153,366

Weighted-average number of vested DSUs

 

 

116,242

 

136,518

Basic

 

 

444,561,933

 

450,289,884

Effect of stock options and TRSUs

 

 

95,344

 

539,466

Diluted

 

 

444,657,277

 

450,829,350

 

Page 47


Thomson Reuters First Quarter Report 2026

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Note 9: Financial Instruments

Financial assets and liabilities

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

 

March 31, 2026
(millions of U.S. dollars)

 

Assets/ (Liabilities) at Amortized Cost

 

Assets/ (Liabilities) at Fair Value through Earnings

 

Assets at Fair Value through Other Comprehensive Income or Loss

 

Derivatives Used for Hedging

 

Total

Cash and cash equivalents

 

259

 

141

 

-

 

-

 

400

Trade and other receivables

 

1,184

 

-

 

-

 

-

 

1,184

Other financial assets - current

 

4

 

85

 

-

 

-

 

89

Other financial assets -
   non-current

 

9

 

271

 

180

 

-

 

460

Current indebtedness

 

(1,120)

 

-

 

-

 

-

 

(1,120)

Trade payables (see note 11)

 

(176)

 

-

 

-

 

-

 

(176)

Accruals (see note 11)

 

(639)

 

-

 

-

 

-

 

(639)

Other financial liabilities - current(1)

 

(69)

 

(40)

 

-

 

-

 

(109)

Long-term indebtedness

 

(1,328)

 

-

 

-

 

-

 

(1,328)

Other financial liabilities -
   non-current
(2)

 

(177)

 

(35)

 

-

 

(17)

 

(229)

Total

 

(2,053)

 

422

 

180

 

(17)

 

(1,468)

 

 

December 31, 2025
(millions of U.S. dollars)

 

Assets/ (Liabilities) at Amortized Cost

 

Assets/ (Liabilities) at Fair Value through Earnings

 

Assets at Fair Value through Other Comprehensive Income or Loss

 

Derivatives Used for Hedging

 

Total

Cash and cash equivalents

 

276

 

235

 

-

 

-

 

511

Trade and other receivables

 

1,143

 

-

 

-

 

-

 

1,143

Other financial assets - current

 

10

 

84

 

-

 

-

 

94

Other financial assets -
   non-current

 

10

 

288

 

168

 

-

 

466

Current indebtedness

 

(795)

 

-

 

-

 

-

 

(795)

Trade payables (see note 11)

 

(147)

 

-

 

-

 

-

 

(147)

Accruals (see note 11)

 

(826)

 

-

 

-

 

-

 

(826)

Other financial liabilities - current(1)

 

(68)

 

(40)

 

-

 

-

 

(108)

Long-term indebtedness

 

(1,328)

 

-

 

-

 

-

 

(1,328)

Other financial liabilities -
   non-current
(2)

 

(194)

 

-

 

-

 

(16)

 

(210)

Total

 

(1,919)

 

567

 

168

 

(16)

 

(1,200)

 

(1)
Includes lease liabilities of $60 million (2025 - $59 million).
(2)
Includes lease liabilities of $174 million (2025 - $190 million).

 

Of total cash and cash equivalents, $126 million and $140 million as of March 31, 2026 and December 31, 2025, respectively, were held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and were therefore not available for general use by the Company.

Commercial paper program

The Company’s $2.0 billion commercial paper program provides cost-effective and flexible short-term funding. The carrying amount of outstanding commercial paper of $620 million is included in “Current indebtedness” within the consolidated statement of financial position as of March 31, 2026 (December 31, 2025 - $295 million).

Credit facility

The Company has a $2.0 billion syndicated credit facility agreement which matures in November 2030 and may be used to provide liquidity for general corporate purposes (including acquisitions or support for its commercial paper program). There were no outstanding borrowings under the credit facility as of March 31, 2026 and December 31, 2025. 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 92 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.

Page 48


Thomson Reuters First Quarter Report 2026

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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 plus hedging agreements, less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If the Company were to complete an acquisition with a purchase price of over $500 million, the Company may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of March 31, 2026, 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 0.7:1.

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.

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 related derivative instruments are included in “Other financial assets” and “Other financial liabilities”, current or non-current, within the consolidated statement of financial position, as appropriate.

Fair Value

The fair value of debt is estimated based on either quoted market prices for similar issues or current rates offered to the Company for debt of the same maturity. The fair value of interest rate swaps is estimated based upon discounted cash flows using applicable current market rates and considering non-performance risk.

The following is a summary of the Company's debt and related derivative instruments that hedge debt:

 

 

 

Carrying Amount

 

Fair Value

March 31, 2026
(millions of U.S. dollars)

 

Primary Debt Instruments

 

Derivative Instruments

 

Primary Debt Instruments

 

Derivative Instruments

Commercial paper

 

620

 

-

 

620

 

-

$500 3.35% Notes due 2026

 

500

 

-

 

499

 

-

$500 5.85% Notes due 2040

 

490

 

1

 

487

 

1

$119 4.50% Notes due 2043

 

114

 

2

 

95

 

2

$350 5.65% Notes due 2043

 

329

 

14

 

330

 

14

$400 5.50% Debentures due 2035

 

395

 

-

 

404

 

-

Total

 

2,448

 

17

 

2,435

 

17

Current portion

 

1,120

 

-

 

 

 

 

Long-term portion

 

1,328

 

17

 

 

 

 

 

 

 

Carrying Amount

 

Fair Value

December 31, 2025
(millions of U.S. dollars)

 

Primary Debt Instruments

 

Derivative Instruments

 

Primary Debt Instruments

 

Derivative Instruments

Commercial paper

 

295

 

-

 

295

 

-

$500 3.35% Notes due 2026

 

500

 

-

 

498

 

-

$500 5.85% Notes due 2040

 

490

 

-

 

520

 

-

$119 4.50% Notes due 2043

 

114

 

3

 

99

 

3

$350 5.65% Notes due 2043

 

329

 

13

 

353

 

13

$400 5.50% Debentures due 2035

 

395

 

-

 

417

 

-

Total

 

2,123

 

16

 

2,182

 

16

Current portion

 

795

 

-

 

 

 

 

Long-term portion

 

1,328

 

16

 

 

 

 

Fixed-to-floating interest rate swaps

 

As of March 31, 2026, the Company entered into fixed-to-floating interest rate swaps totaling $635 million in notional amount, $225 million of which were entered into during the three months ended March 31, 2026 and $410 million in September 2025. Under these arrangements, the Company receives a fixed rate of interest and pays a floating rate based on SOFR plus a spread. These swaps are designated as fair value hedges for a portion of each of the Company's $500 million principal amount of 5.85% notes due April 2040 ($225 million hedged), $119 million principal amount of 4.50% notes due May 2043 ($80 million hedged) and $350 million principal amount of 5.65% notes due November 2043 ($330 million hedged), covering the remaining term to debt maturity. The swaps were entered into as part of the Company's strategy to manage interest rate risk.

 

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Thomson Reuters First Quarter Report 2026

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The swaps are reported at fair value in the consolidated statement of financial position with changes in their fair value recorded within “Finance costs, net” in the consolidated income statement. The fair value of the swaps was a liability of $17 million, reported within "Other financial liabilities, non-current", in the consolidated statement of financial position as of March 31, 2026 (December 31, 2025 - $16 million). The changes in fair value in three months ended March 31, 2026 was a loss of $1 million.

 

In addition, the Company has credit support agreements with its counterparties under which one party may call on the other party to post cash collateral when the market value of the swaps exceeds specific thresholds, thus limiting credit exposure. As of March 31, 2026, the Company had a cash collateral receivable of $1 million (December 31, 2025 - $7 million) related to its fixed-to-floating interest rate swaps. Cash flows associated with collateral movements were classified as financing activities in the consolidated statement of cash flow.

Fair value estimation

The following fair value measurement hierarchy is used for financial instruments that are measured in the consolidated statement of financial position at fair value:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The levels used to determine fair value measurements for those instruments carried at fair value in the consolidated statement of financial position are as follows:

 

March 31, 2026
(millions of U.S. dollars)

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total
Balance

Assets

 

 

 

 

 

 

 

 

 

 

Money market accounts and other securities

 

-

 

141

 

-

 

141

Other receivables(1)

 

-

 

-

 

356

 

356

Financial assets at fair value through earnings

 

-

 

141

 

356

 

497

Financial assets at fair value through other comprehensive income(2)

 

-

 

-

 

180

 

180

Total assets

 

-

 

141

 

536

 

677

Liabilities

 

 

 

 

 

 

 

 

Derivatives used for hedging(3)

 

-

 

(17)

 

-

 

(17)

Contingent consideration(4)

 

-

 

-

 

(75)

 

(75)

Financial liabilities at fair value through earnings

 

-

 

(17)

 

(75)

 

(92)

Total liabilities

 

-

 

(17)

 

(75)

 

(92)

 

December 31, 2025
(millions of U.S. dollars)

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total
Balance

Assets

 

 

 

 

 

 

 

 

 

 

Money market accounts and other securities

 

-

 

235

 

-

 

235

Other receivables(1)

 

 

 

-

 

-

 

372

 

372

Financial assets at fair value through earnings

 

-

 

235

 

372

 

607

Financial assets at fair value through other comprehensive income(2)

 

-

 

-

 

168

 

168

Total assets

 

-

 

235

 

540

 

775

Liabilities

 

 

 

 

 

 

 

 

Derivatives used for hedging(3)

 

-

 

(16)

 

-

 

(16)

Contingent consideration(4)

 

-

 

-

 

(40)

 

(40)

Financial liabilities at fair value through earnings

 

-

 

(16)

 

(40)

 

(56)

Total liabilities

 

-

 

(16)

 

(40)

 

(56)

 

(1)
Receivables 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-floating interest rate swaps on indebtedness maturing in 2040 and 2043.
(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.

 

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Thomson Reuters First Quarter Report 2026

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As of March 31, 2026, other receivables in level 3 of the fair value measurement hierarchy include $271 million (December 31, 2025 - $288 million) due from an indemnification arrangement and $85 million (December 31, 2025 - $84 million) in contingent receivables from the sale of the Company's FindLaw business in December 2024, the fair value of which is subject to the achievement of certain performance milestones through June 2026. The decrease in the receivable from the indemnification arrangement between March 31, 2026 and December 31, 2025 is primarily comprised of losses recognized from the resolution of a tax dispute. The losses also included impacts from changes in foreign exchange and interest rates associated with the indemnifying party’s credit profile. All such losses are included in “(Loss) earnings from discontinued operations, net of tax”, within the consolidated income statement.

As of March 31, 2026, investments in level 3 financial assets measured at fair value through other comprehensive income was $180 million (2025 - $168 million). The increase between March 31, 2026 and December 31, 2025 was primarily due to additional investments of $12 million and fair value net gains, reflecting pricing from equity funding rounds during the period, which were partly offset by disposals.

The Company recognizes transfers into and out of the fair value measurement hierarchy levels at the end of the reporting period in which the event or change in circumstances that caused the transfer occurred. There were no transfers between hierarchy levels for the three months ended March 31, 2026.

Valuation Techniques

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Specific valuation techniques used to value financial instruments include:

The fair value of investments predominantly reflect pricing from equity funding rounds;
The fair value of receivables due under indemnification arrangement considers estimated future cash flows, current market interest rates and non-performance risk;
The fair value of contingent receivables are based on a discounted estimated 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; and
Interest rate swaps are calculated as the present value of the estimated cash flows based on observable yield curves.

Note 10: Other Non-Current Assets

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

 

 

 

 

March 31,

 

December 31,

(millions of U.S. dollars)

 

 

2026

 

2025

Cash surrender value of life insurance policies

 

 

379

 

384

Deferred commissions

 

 

99

 

110

Net defined benefit plan surpluses

 

 

94

 

83

Other non-current assets(1)

 

 

114

 

103

Total other non-current assets

 

 

686

 

680

 

(1)
Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $93 million and $96 million as of March 31, 2026 and December 31, 2025, respectively (see note 16).

Note 11: Payables, Accruals and Provisions

The components of payables, accruals and provisions include the following:

 

 

 

 

March 31,

 

December 31,

(millions of U.S. dollars)

 

 

2026

 

2025

Trade payables

 

 

176

 

147

Accruals

 

 

639

 

826

Provisions

 

 

75

 

66

Other current liabilities

 

 

44

 

51

Total payables, accruals and provisions

 

 

934

 

1,090

 

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Thomson Reuters First Quarter Report 2026

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Note 12: Provisions and Other Non-Current Liabilities

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

 

 

 

 

March 31,

 

December 31,

(millions of U.S. dollars)

 

 

2026

 

2025

Net defined benefit plan obligations

 

 

515

 

504

Deferred compensation and employee incentives

 

 

74

 

75

Provisions

 

 

64

 

64

Other non-current liabilities

 

 

9

 

13

Total provisions and other non-current liabilities

 

 

662

 

656

 

Note 13: Capital

Share repurchases – Normal Course Issuer Bid (“NCIB”)

 

The Company buys back shares (and subsequently cancels them) from time to time as part of its capital strategy. Share repurchases are typically executed under a NCIB program, which is approved by the TSX. The current NCIB program, as amended in February 2026, allows the Company to repurchase up to 16 million common shares between August 19, 2025 and August 18, 2026, of which 6.0 million common shares were repurchased in 2025. In February 2026, the Company announced its plan to repurchase up to $600 million of its common shares pursuant to which it repurchased 2.5 million common shares totaling $262 million at an average price per share of $105.20 in the three months ended March 31, 2026. There were no share repurchases in the three months ended March 31, 2025.

 

The Company may repurchase common shares in open market transactions on the TSX, Nasdaq and/or other exchanges and alternative trading systems, if eligible, or by such other means as may be permitted by the TSX and/or Nasdaq or under applicable law, including private agreement purchases or share purchase program agreement purchases, if the Company receives, if applicable, an issuer bid exemption order in the future from applicable securities regulatory authorities in Canada for such purchases. The price that the Company will pay for common shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by the TSX.

Decisions regarding any future repurchases will depend on certain factors, such as market conditions, share price, and other opportunities to invest capital for growth. The Company may elect to suspend or discontinue share repurchases at any time, in accordance with applicable laws. 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.

Excise taxes payable totaled $5 million as of March 31, 2026, and are reflected as part of the repurchases of common shares included in the consolidated statement of changes in equity.

 

Dividends

Dividends on common shares are declared in U.S. dollars. In the consolidated statement of cash flow, dividends paid on common shares are shown net of amounts reinvested in the Company under its dividend reinvestment plan.

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

 

 

 

 

Three months ended March 31,

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

 

 

2026

 

2025

Dividends declared per common share

 

 

$0.655

 

$0.595

Dividends declared

 

 

292

 

267

Dividends reinvested

 

 

(12)

 

(8)

Dividends paid

 

 

280

 

259

Return of capital and share consolidation transactions

In February 2026, the Company announced that it plans to return $605 million to shareholders through a return of capital transaction. See note 18 for additional information.

 

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Thomson Reuters First Quarter Report 2026

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Note 14: Supplemental Cash Flow Information

Details of “Other” within the net cash provided by operating activities section in the consolidated statement of cash flow are as follows:

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

 

2026

 

2025

Non-cash employee benefit charges

 

 

53

 

41

Net (gains) losses on foreign exchange and derivative financial instruments

(8)

 

9

Fair value adjustments (see note 5)

 

 

(3)

 

7

Other

 

 

4

 

7

 

 

46

 

64

 

Details of “Changes in working capital and other items” within the net cash provided by operating activities section in the consolidated statement of cash flow are as follows:

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

 

2026

 

2025

Trade and other receivables

 

 

(42)

 

52

Prepaid expenses and other current assets

 

 

22

 

17

Payables, accruals and provisions

 

 

(164)

 

(245)

Deferred revenue

 

 

(86)

 

(66)

Income taxes

 

 

(28)

 

(35)

Other

 

 

(7)

 

(16)

 

 

(305)

 

(293)

 

Details of income taxes paid are as follows:

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

 

2026

 

2025

Operating activities - continuing operations

 

 

(117)

 

(108)

Total income taxes paid

 

 

(117)

 

(108)

 

Note 15: 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. 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

Acquisition consideration is as follows:

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

 

2026

 

2025

Businesses acquired, net of cash

 

 

198

 

585

Investments in businesses

 

 

12

 

10

Asset acquisitions

 

 

2

 

-

Deferred and contingent consideration payments

 

 

-

 

11

Total

 

 

212

 

606

 

The following provides a brief description of the most significant acquisitions completed in the three months ended March 31, 2026 and 2025:

 

Date

Company

Acquiring Segments

Description

February 2026

Noetica, Inc.

Legal Professionals

A New York-based AI-native start-up that transforms transaction-deal data into structured market intelligence for deal professionals.

January 2025

cPaperless, LLC ("SafeSend")

Tax, Audit & Accounting Professionals

A U.S. based cloud-native provider of technology for tax and accounting professionals. SafeSend automates the “last-mile” of the tax return, including assembly, review, taxpayer e-signature, and delivery.

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Thomson Reuters First Quarter Report 2026

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The details of net assets acquired, including purchase price adjustments are as follows:

 

 

 

 

Three months ended March 31,

(millions of U.S. dollars)

 

 

2026

 

2025

 

 

 

Total

 

SafeSend

Cash and cash equivalents

 

 

14

 

14

Trade receivables

 

 

2

 

12

Prepaid expenses and other current assets

 

 

-

 

2

   Current assets

 

 

16

 

28

Property and equipment

 

 

-

 

1

Software

 

 

94

 

225

Other identifiable intangible assets

 

 

-

 

38

Other non-current assets

 

 

-

 

1

Total assets

 

 

110

 

293

Payables and accruals

 

 

(1)

 

(4)

Deferred revenue(1)

 

 

(1)

 

(16)

   Current liabilities

 

 

(2)

 

(20)

Other financial liabilities

 

 

(35)

 

(1)

Deferred tax

 

 

(20)

 

(49)

Total liabilities

 

 

(57)

 

(70)

Net assets acquired

 

 

53

 

223

Goodwill

 

 

172

 

376

Less: Fair value of previously held investment

(13)

 

-

Total

 

 

212

 

599

Businesses acquired, net of cash

 

 

198

 

585

 

(1)
Represents the fair value of deferred revenue, which is computed as the cost of providing services to customers in the post-acquisition period plus a reasonable profit margin. Under IFRS, the acquired deferred revenue is typically lower than the amount the seller recognized.

 

The excess of the purchase price over the net assets acquired was recorded as goodwill and reflects synergies and the value of the acquired workforce. Relative to the acquisitions completed in the three months ended March 31, 2026 and 2025, 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.

Other

The revenues and operating profit of acquired businesses were not material to the Company’s results of operations.

Note 16: Contingencies

Lawsuits and legal claims

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

Uncertain tax positions

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

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Thomson Reuters First Quarter Report 2026

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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 amounts paid pursuant to these notices of assessment, it has recorded substantially all of these payments as non-current receivables from HMRC or the indemnity counterparty, in its financial statements.

Guarantees

The Company has an investment in 3 Times Square Associates LLC (“3XSQ Associates”), an entity jointly owned by a subsidiary of the Company and Rudin Times Square Associates LLC (“Rudin”), that owns and operates the 3 Times Square office building (“the building”) in New York, New York. In May 2025, 3XSQ Associates extended the maturity of its 3-year term loan facility from June 2025 for an additional 2 years to June 2027 and reduced the facility to $385 million from $415 million. The facility was obtained in 2022 to refinance existing debt, fund the building’s redevelopment, and cover interest and operating costs during the redevelopment period. The building is pledged as loan collateral. Thomson Reuters and Rudin each guarantee 50% of (i) certain principal loan amounts and (ii) interest and operating costs. Thomson Reuters and Rudin also jointly and severally guarantee (i) completion of commenced works and (ii) lender losses arising from disallowed acts, environmental or otherwise. To minimize economic exposure to 50% for the joint and several obligations, Thomson Reuters and a parent entity of Rudin entered into a cross-indemnification arrangement. The Company believes the value of the building is expected to be sufficient to cover obligations that could arise from the guarantees. The guarantees do not impact the Company’s ability to borrow funds under its $2.0 billion syndicated credit facility or the related covenant calculation.

Note 17: Related Party Transactions

As of March 31, 2026, the Company’s principal shareholder, Woodbridge (together with its affiliates), beneficially owned approximately 71% of the Company’s common shares.

There were no new significant related party transactions during the first three months of 2026. Refer to “Related Party Transactions” disclosed in note 32 of the Company’s consolidated financial statements for the year ended December 31, 2025, which are included in the Company’s 2025 annual report, for information regarding related party transactions.

Note 18: Subsequent Events

Return of capital and share consolidation

On May 4, 2026, the Company returned $605 million to its shareholders and reduced its common shares outstanding by approximately 6.5 million shares through return of capital and share consolidation transactions, which was derived from the May 2024 sales of LSEG shares. The transactions consisted of a special cash distribution of $1.435518 per participating common share and a share consolidation, or “reverse stock split”, which reduced the number of outstanding common shares at a ratio of 1 pre-consolidated share for 0.984560 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 return of capital. The share consolidation was proportional to the special cash distribution, and the share consolidation ratio was based on the volume weighted-average trading price of the Company's common shares on the Nasdaq for the five-trading day period immediately preceding the May 4, 2026 effective date. Woodbridge, the Company's principal shareholder, participated in this transaction.

 

 

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