Management’s Discussion and Analysis EXHIBIT 99.1

This management’s discussion and analysis is designed to provide you with a narrative explanation through the eyes of our management of how we performed, as well as information about our financial condition and future prospects. As this management’s discussion and analysis is intended to supplement and complement our financial statements, we recommend that you read this in conjunction with our consolidated interim financial statements for the three months ended March 31, 2025, our 2024 annual consolidated financial statements and our 2024 annual management’s discussion and analysis. This management's discussion and analysis contains forward-looking statements, which are subject to risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements. Forward-looking statements include, but are not limited to, our 2025 outlook, and our expectations related to general economic conditions and market trends and their anticipated effects on our business segments. For additional information related to forward-looking statements, material assumptions and material risks associated with them, please see the “Outlook,” and “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results” sections of this management’s discussion and analysis. This management’s discussion and analysis is dated as of April 30, 2025, unless otherwise indicated.

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

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

Basis of presentation

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

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

Use of non-IFRS financial measures

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

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

Glossary of key terms

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

Executive Summary

Our company

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

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

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

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

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

Financial Highlights

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

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

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

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

In January 2025, we acquired cPaperless, LLC (SafeSend), for approximately $600 million. SafeSend is a U.S. based cloud-native provider of technology for tax and accounting professionals. SafeSend automates the “last-mile” of the tax return, including assembly, review, taxpayer e-signature, and delivery.

We also announced a 10% or $0.22 per share annualized increase in our dividend to $2.38 per common share in February 2025. See the "Liquidity and Capital Resources” section of this management’s discussion and analysis for additional information.

Results of Operations

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

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

Consolidated results

Revenues

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

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

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

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

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

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

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

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

Operating expenses

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

Depreciation and amortization

Other operating losses, net

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

Net interest expense

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

Other finance costs (income)

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

Share of post-tax losses in equity method investments

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

Tax expense

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

Additionally, in January 2024, we began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development and enacted by key jurisdictions in which we operate. These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of top-up taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. We recorded $2 million in top-up tax expense in both the first quarter of 2025 and 2024, respectively, which was attributable to our earnings in Switzerland.

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

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

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

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

Results of discontinued operations

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

Net earnings and diluted EPS

Net earnings and diluted EPS decreased primarily due to higher tax expense and because the prior-year period included currency benefits reflected in other finance (costs) income.

Adjusted earnings and adjusted EPS, which excludes other finance (costs) income, as well as other adjustments, increased as slightly higher adjusted EBITDA and lower interest expense more than offset higher amortization of internally developed software.

Segment results

The following is a discussion of our five reportable segments and our Corporate costs for the three months ended March 31, 2025. We assess revenue growth for each segment, as well as the businesses within each segment, in constant currency and on an organic basis. See Appendix A of this management’s discussion and analysis for additional information.

Legal Professionals

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

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

Corporates

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

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

Tax & Accounting Professionals

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

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

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

Reuters News

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

Reuters News and the Data & Analytics business of LSEG have an agreement pursuant to which Reuters News supplies news and information services to LSEG through October 1, 2048. In the first quarter of 2025, Reuters News recorded revenues of $99 million under this agreement, compared to $96 million in the prior-year period.

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

Global Print

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

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

Corporate costs

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

Liquidity and Capital Resources

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

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

Our capital strategy approach has provided us with a strong capital structure and liquidity position, which enables us to pursue organic and inorganic opportunities in key growth segments and drive shareholder returns. Our disciplined approach and highly recurring cash generative business model have allowed us to weather economic volatility in recent years caused by macroeconomic and geopolitical factors, while continuing to invest in our business.

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

As of March 31, 2025, we had $1.4 billion of cash and cash equivalents, and a net debt to adjusted EBITDA leverage ratio of 0.6:1, below our target of 2.5:1. As calculated under our credit facility covenant, our net debt to adjusted EBITDA leverage ratio as of March 31, 2025 was 0.5:1, which is also below the maximum leverage ratio allowed under the credit facility of 4.5:1. Our next scheduled debt repayment is in May 2025, when our C$1.4 billion (U.S. dollar $1.0 billion) 2.239% notes are due to mature, which we expect to repay with cash on hand.

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

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

Cash flow

Summary of consolidated statement of cash flow

Operating activities. Net cash provided by operating activities increased by $13 million in the first quarter of 2025 primarily due to certain changes in working capital.

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

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

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

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

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

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

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

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

We guarantee borrowings by our subsidiaries under the credit facility. We must also maintain a ratio of net debt as defined in the credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If we complete an acquisition with a purchase price of over $500 million, we may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of March 31, 2025, we complied with this covenant as our ratio of net debt to EBITDA, as calculated under the terms of our syndicated credit facility was 0.5:1.

The New Notes issued by TR Finance have the same interest rate, interest payment dates and maturity date as the applicable series of Old Notes. The New Notes are fully and unconditionally guaranteed as to payment of principal and interest by TRC as well as West Publishing Corporation, Thomson Reuters Applications Inc. and Thomson Reuters (Tax & Accounting) Inc., each of which is an indirect 100% owned U.S. subsidiary of TRC. The three U.S. subsidiary guarantors also guarantee the remaining Old Notes by TRC on the same basis that TRC and the three U.S. subsidiary guarantors guarantee the TR Finance notes.

The exchange was not a debt extinguishment. Accordingly, the transaction did not result in a derecognition of the existing indebtedness. For the three months ended March 31, 2025, we paid $4 million in solicitation fees to noteholders who participated in the exchange offers. This amount was included in “Other finance (costs) income” within the consolidated income statement. In addition, $7 million of transaction costs were reflected as a reduction in the carrying value of “Long-term indebtedness” within the consolidated statement of financial position. Cash payments for costs and fees of the exchange are reported in “Other financing activities” within the consolidated statement of cash flow.

In March 2025, in connection with the above debt exchange, we filed a new base shelf prospectus pursuant to which TRC and TR Finance may issue unsecured debt securities in an aggregate amount of up to $3.0 billion from time to time through April 2027. Any debt securities issued by TR Finance will be fully and unconditionally guaranteed on an unsecured basis by TRC and the three U.S. subsidiary guarantors described above, which are also indirect 100%-owned and consolidated subsidiaries of TRC. Any debt securities issued by TRC will also be guaranteed by the three U.S. subsidiary guarantors on the same basis as the TR Finance debt securities. Except for TR Finance and the subsidiary guarantors, none of TRC’s other subsidiaries have guaranteed or would otherwise become obligated with respect to any issued TR Finance or TRC debt securities. Neither TRC nor TR Finance has issued any debt securities under the prospectus. Please refer to Appendix D of this management’s discussion and analysis for condensed consolidating financial information of the Company, including TR Finance and the subsidiary guarantors.

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

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.

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

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

Financial position

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

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

Net debt and leverage ratio of net debt to adjusted EBITDA

For additional information about our liquidity, we provide our leverage ratio of net debt to adjusted EBITDA. Our leverage ratio of net debt to adjusted EBITDA was below our target ratio of 2.5:1. Net debt increased due to the decrease in cash and cash equivalents (refer to the “Cash Flow” section of this management’s discussion and analysis for additional information). As of March 31, 2025, our total debt position (after swaps and excluding the associated unamortized transaction costs and premiums or discounts) was $2.9 billion.

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

Off-balance sheet arrangements, commitments and contractual obligations

For a summary of our other off-balance sheet arrangements, commitments and contractual obligations please see our 2024 annual management’s discussion and analysis. There were no material changes to these arrangements, commitments and contractual obligations during the three months ended March 31, 2025.

Contingencies

Lawsuits and legal claims

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

Uncertain tax positions

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

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

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

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

Guarantees

We have an investment in 3 Times Square Associates LLC (3XSQ Associates), an entity jointly owned by a subsidiary of our company and Rudin Times Square Associates LLC (Rudin), that owns and operates the 3 Times Square office building (the building) in New York, New York. In June 2022, 3XSQ Associates obtained a $415 million, 3-year term loan facility to refinance existing debt, fund the building’s redevelopment, and cover interest and operating costs during the redevelopment period. The building is pledged as loan collateral. We and Rudin each guarantee 50% of (i) certain principal loan amounts and (ii) interest and operating costs. We and Rudin also jointly and severally guarantee (i) completion of commenced works and (ii) lender losses arising from disallowed acts, environmental or otherwise. To minimize economic exposure to 50% for the joint and several obligations, we and a parent entity of Rudin entered into a cross-indemnification arrangement. We believe the value of the building is expected to be sufficient to cover obligations that could arise from the guarantees. The guarantees do not impact our ability to borrow funds under our $2.0 billion syndicated credit facility or the related covenant calculation. We expect the 3-year term loan facility to be refinanced in June 2025, which may require a capital contribution by us.

For additional information, please see the “Risk Factors” section of our 2024 annual report, which contains further information on risks related to legal and tax matters.

Outlook

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

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

The following table sets forth our 2025 outlook and our full-year 2024 actual results, which includes non-IFRS financial measures. Our outlook assumes constant currency rates relative to 2024 and incorporates our January 2025 SafeSend acquisition and the December 2024 divestitures of FindLaw and other non-core businesses, but excludes the impact of any future acquisitions or dispositions that may occur during the remainder of the year.

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

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

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

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

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

Related Party Transactions

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

Transactions with 3XSQ Associates

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

Except for the above transactions, there were no new significant related party transactions during the first three months of 2025. Refer to the “Related Party Transactions” section of our 2024 annual management’s discussion and analysis, which is contained in our 2024 annual report, as well as note 32 of our 2024 annual consolidated financial statements for information regarding related party transactions.

Changes in Accounting Policies

Please refer to the “Changes in Accounting Policies” section of our 2024 annual management’s discussion and analysis, which is contained in our 2024 annual report, as well as note 1 of our consolidated interim financial statements for the three months ended March 31, 2025, for information regarding changes in accounting policies and recent accounting pronouncements.

Critical Accounting Estimates and Judgments

The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Please refer to the “Critical Accounting Estimates and Judgments” section of our 2024 annual management’s discussion and analysis, which is contained in our 2024 annual report, for additional information. Since the date of our 2024 annual management’s discussion and analysis, there have not been any significant changes to our critical accounting estimates and judgments.

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

Additional Information

Disclosure controls and procedures

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

Internal control over financial reporting

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

There was no change in our internal control over financial reporting during the first quarter of 2025 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Share capital

As of April 30, 2025, we had outstanding 450,478,428 common shares, 6,000,000 Series II preference shares, 1,358,182 stock options and a total of 1,420,231 time-based restricted share units and performance restricted share units. We have also issued a Thomson Reuters Founders Share which enables Thomson Reuters Founders Share Company to exercise extraordinary voting power to safeguard the Thomson Reuters Trust Principles.

Public securities filings and regulatory announcements

You may access other information about our company, including our 2024 annual report (which contains information required in an annual information form) and our other disclosure documents, reports, statements or other information that we file with the Canadian securities regulatory authorities through SEDAR+ at sedarplus.ca and in the United States with the Securities and Exchange Commission (SEC) at sec.gov.

Cautionary note concerning factors that may affect future results

Certain statements in this management’s discussion and analysis are forward-looking, including, but not limited to, our business outlook, as well as statements related to the Company’s intentions to target a maximum leverage ratio of 2.5x net debt to adjusted EBITDA, a dividend payout ratio of between 50% to 60% of its free cash flow, its target to return at least 75% of free cash flow annually in the form of dividends and share repurchases, as well as its target to earn a return on invested capital (ROIC) that is double or more of its weighted-average cost of capital over time, statements regarding the repayment of our C$1.4 billion (U.S. dollar $1.0 billion) notes in May 2025, the Company’s expectations regarding refunds on amounts paid to HMRC, the Company’s expectations regarding the refinancing of the loan facility related to the 3 Times Square office building and other expectations regarding its liquidity and capital resources. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While we believe that we have a reasonable basis for making forward-looking statements in this management’s discussion and analysis, they are not a guarantee of future performance or outcomes or that any other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond our company’s control and the effects of them can be difficult to predict. In particular, the full extent of the impact of macroeconomic and geopolitical environment on the Company’s business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict.

Certain factors that could cause actual results or events to differ materially from current expectations are discussed in the “Outlook” section above. Additional factors are discussed in the “Risk Factors” section of our 2024 annual report and in materials that we from time to time file with, or furnish to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. Many of those risks are, and could be, exacerbated by a worsening of the global geopolitical, business and economic environments. There is no assurance that any forward-looking statement will materialize.

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

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

Appendix A

Non-IFRS Financial Measures

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

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

Appendix B

This appendix provides reconciliations of our non-IFRS financial measures to the most directly comparable IFRS measure for the three months ended March 31, 2025 and 2024, and year ended December 31, 2024.

Rounding

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

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

Reconciliation of capital expenditures to accrued capital expenditures

Reconciliation of net earnings to adjusted earnings and adjusted EPS

Reconciliation of full-year effective tax rate on adjusted earnings

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

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

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

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

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