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| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
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Common shares |
TRI |
The Nasdaq Stock Market LLC |
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☒
Annual information form |
☒
Audited annual financial statements |
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Auditor Name |
Auditor Location |
Auditor Firm ID |
a. |
Undertaking. |
b. |
Consent to Service of Process. |
(1) |
The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises. |
(2) |
Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant. |
THOMSON REUTERS CORPORATION |
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By: |
/s/ Michael Eastwood |
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Name: |
Michael Eastwood |
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Title: |
Chief Financial Officer |
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Exhibit Number |
Description |
|
97.1 |
Compensation Recovery Policy |
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99.1 |
Annual Report for the year ended December 31, 2024 (which constitutes an Annual Information Form and includes Management’s Discussion and Analysis and Audited Financial Statements for the year ended December 31, 2024), and includes a Form 40-F Cross Reference Table on page 163 |
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99.2 |
Consent of PricewaterhouseCoopers LLP |
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99.3 |
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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99.4 |
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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99.5 |
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.6 |
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.7 |
Code of Business Conduct and Ethics |
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99.8 |
Audit Committee Charter |
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99.9 |
List of Subsidiary Issuers and Guarantors (incorporated by reference to Exhibit 22.1 of the joint Registration Statement on Form F-3 (File No. 333-239392) and Form F-10 (File No. 333-239390) filed on July 6, 2020 by Thomson Reuters Corporation and the subsidiary issuer and guarantors named therein) |
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101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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101.SCH |
XBRL Taxonomy Extension Schema |
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101.CAL |
XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF |
XBRL Taxonomy Extension Definition Linkbase |
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101.LAB |
XBRL Taxonomy Extension Label Linkbase |
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101.PRE |
XBRL Taxonomy Extension Presentation Linkbase |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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Exhibit 97.1
Incentive-Based Compensation Clawback Policy
(Financial Restatement)
| 1. | Introduction |
This incentive-based compensation clawback policy (the “Policy”) has been adopted by each of the Board of Directors (or equivalent governing body, the “Board”) of Thomson Reuters Corporation (the “Company”) and of each Listed Subsidiary (as defined below) to create and maintain a culture that emphasizes integrity and accountability and that reinforces the pay-for-performance compensation philosophy of the Company and the Listed Subsidiaries (each, a “Subject Issuer”). The Board of each Subject Issuer has therefore adopted this Policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under Canadian and U.S. securities laws. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), Rule 10D-1 issued thereunder, and the listing standards of the national securities exchange on which the applicable Subject Issuer’s securities are listed to implement Rule 10D-1 under the Exchange Act (collectively, the “U.S. Clawback Rules”).
| 2. | Definitions |
For purposes of this Policy, the following terms shall have the meanings set forth below:
“Covered Executive Officers” means the current and former executive officers of each Subject Issuer, as determined by the applicable Subject Issuer’s Board in accordance with the U.S. Clawback Rules, and such other officers or employees who may from time to time be deemed subject to the Policy by the applicable Subject Issuer’s Board.
“Effective Date” means October 2, 2023, with respect to the Company, and March 6, 2025, with respect to the Listed Subsidiaries listed on Schedule A hereto.
“Excess Incentive-Based Compensation” means the amount by which any Incentive-Based Compensation that is granted, earned, or vested based on erroneous or inaccurate data contained in Materially Non-Compliant Financial Statements as originally publicly filed exceeds the amount of any Incentive-Based Compensation that would have been granted, earned, or vested based on the data contained in any subsequent restatement of such Materially Non-Compliant Financial Statements, as computed without regard to any taxes paid thereon and otherwise as determined by the applicable Subject Issuer’s Board in accordance with the U.S. Clawback Rules. If the applicable Subject Issuer’s Board cannot determine the amount of excess Incentive-Based Compensation received by the Covered Executive Officer directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from the financial information, and includes, for example, stock price, total shareholder return, revenues, net income, earnings before interest, taxes, depreciation, and amortization (EBITDA), funds from operations, liquidity measures such as working capital or operating cash flow, return measures such as return on invested capital or return on assets, and earnings measures such as earnings per share.
“Human Resources Committee” means the Human Resources Committee of the Company’s Board or such other committee as the Company’s Board may, from time to time, appoint to oversee the application of this Policy.
“Incentive-Based Compensation” means with respect to each applicable Subject Issuer, any compensation that is granted, earned, or vested based wholly or in part on the attainment of a Financial Reporting Measure of such Subject Issuer, which may include: annual bonuses and other short- and long-term cash incentives, stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, or performance units. For the avoidance of doubt, Incentive-Based Compensation does not include awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures.
“Listed Subsidiary” means any subsidiary of the Company, including those listed on Schedule A hereto, with a class of securities that may be listed on a U.S. Stock Exchange (as defined below) from time to time.
“Lookback Period” means the three completed fiscal years immediately preceding the date on which the applicable Subject Issuer is required to prepare an accounting restatement (as determined in accordance with the U.S. Clawback Rules) or any applicable transition period as specified under the Exchange Act.
“Materially Non-Compliant Financial Statements” means any financial statements of the applicable Subject Issuer where there has been any restatement of the financial statements due to material non-compliance with any financial reporting requirement under applicable securities laws, including any required accounting restatement correcting an error that either (1) is material to the previously-issued financial statements (i.e. a “big R” restatement); or (2) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (i.e. a “little r” restatement).
“Performance Period” means the current period or the Lookback Period, as applicable.
“U.S. Stock Exchange” means the New York Stock Exchange, Nasdaq and/or any other U.S. national securities exchange(s) on which the applicable Subject Issuer’s securities are listed.
| 3. | Recoupment of Incentive-Based Compensation |
In the event of Materially Non-Compliant Financial Statements, the applicable Subject Issuer’s Board will require reimbursement or forfeiture of any Excess Incentive-Based Compensation granted, earned, or vested in favour of, any current or former Covered Executive Officer during the relevant Performance Period. Notwithstanding the foregoing, such reimbursement or forfeiture of Excess Incentive-Based Compensation shall not be required from a Covered Executive Officer if that individual was not a Covered Executive Officer at any time during the relevant Performance Period.
| 4. | Method of Recoupment |
The applicable Subject Issuer’s Board shall have the sole discretion and authority to determine the method for recouping any Incentive-Based Compensation under Section 3 of this Policy which may include, without limitation, (i) requiring the Covered Executive Officer to repay all or a portion of any cash bonus (including any performance bonus) or other equity-based compensation granted, awarded or paid to the Covered Executive Officer; (ii) canceling all or a portion of any unvested or vested equity-based compensation deferred by or granted, awarded or paid to the Covered Executive Officer; (iii) requiring the Covered Executive Officer to repay all or a portion of any gains realized by the Covered Executive Officer on the exercise of stock options or other equity-based compensation; (iv) offsetting the recoupment amount against any current or future equity-based compensation or any other amounts owed by the applicable Subject Issuer to the Covered Executive Officer; (v) combining any of items (i) to (iv) above; and/or (vi) taking any other remedial and recovery action permitted by law, as determined by the applicable Subject Issuer’s Board. Any recoupment under this Policy shall be reasonably prompt.
| 5. | No Indemnification |
No Subject Issuer shall indemnify a Covered Executive Officer for any losses suffered as a result of recoupment under this Policy, including without limitation, the loss of any Incentive-Based Compensation.
| 6. | Effective Date |
This Policy shall be effective as of the Effective Date and shall apply to Incentive-Based Compensation that is approved, awarded or granted to, or earned by, the Covered Executive Officers on or after that date.
| 7. | Board Authority |
All determinations, decisions and interpretations to be made under this Policy shall be made by the applicable Subject Issuer’s Board, and with respect to the Company, on the recommendation of the Human Resources Committee. Any determination, decision or interpretation made by the applicable Subject Issuer’s Board under this Policy shall be final, binding and conclusive on all Covered Executive Officers and all other parties. This Policy may be amended or terminated at any time by the applicable Subject Issuer’s Board. The applicable Subject Issuer’s Board will amend this Policy as it deems necessary to comply with applicable laws and any rules, regulations, guidance or standards adopted by a securities regulatory authority or a stock exchange on which the applicable Subject Issuer’s securities are listed. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of the U.S. Clawback Rules.
| 8. | Administration of the Policy |
Any applicable award agreement, form or other document setting forth the terms and conditions of any Incentive-Based Compensation covered by the Policy which is approved, granted, awarded, earned or paid on or after the applicable Effective Date shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of the Policy will govern. The applicable Subject Issuer’s Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the applicable Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive Officer to agree to abide by the terms of this Policy. To the extent necessary and where permitted by law, this Policy shall constitute an agreement to extend and to exclude the applicability of any statute of limitations (including, without limitation, the Limitations Act, 2002 (Ontario)) for recoupment by the applicable Subject Issuer of any Excess Incentive-Based Compensation or Incentive-Based Compensation.
This Policy shall be qualified by reference to the U.S. Clawback Rules. To the extent there is a conflict between this Policy and the U.S. Clawback Rules, or any interpretive question arises hereunder, the U.S. Clawback Rules shall control.
| 9. | No Impairment of Other Remedies |
Any recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the applicable Subject Issuer under applicable law, including, without limitation, (i) dismissing the Covered Executive Officer, (ii) adjusting the future compensation of the Covered Executive Officer, or (iii) authorizing legal action or taking such other action to enforce the Covered Executive Officer’s obligations to the applicable Subject Issuer as it may deem appropriate in view of all of the facts and circumstances surrounding the particular case; provided, however, that any amounts recouped under any law or other policy (including the Wrongful Acts Clawback Policy) that would be recoverable under this Policy shall count toward any required recoupment under this Policy and vice versa, in each case without duplication.
| 10. | Impracticability |
The applicable Subject Issuer’s Board shall recover any Excess Incentive-Based Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the majority of the independent directors serving on the Compensation Committee of the Company’s Board (or in its absence or if not applicable, the majority of the independent directors serving on the applicable Subject Issuer’s Board) in accordance with the U.S. Clawback Rules.
| 11. | Successors |
This Policy shall be binding and enforceable against all Covered Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
SCHEDULE A
Listed Subsidiaries
This Policy applies to each subsidiary of the Company with a class of securities that is (or is expected to be) listed on a U.S. Stock Exchange, including the following:
| • | TR Finance LLC |
Term |
Definition |
|
AI |
Artificial intelligence | |
“Big 3” segments |
Our combined Legal Professionals, Corporates and Tax & Accounting Professionals segments | |
Blackstone’s consortium |
The Blackstone Group and its subsidiaries, and private equity funds affiliated with Blackstone | |
bp |
Basis points – one basis point is equal to 1/100th of 1%,“100bp” is equivalent to 1% | |
constant currency |
A non-IFRS measure derived by applying the same foreign currency exchange rates to the financial results of the current and equivalent prior-year period |
|
EBITDA |
Earnings before interest, tax, depreciation and amortization | |
EPS |
Earnings per share | |
IFRS |
International Financial Reporting Standards | |
LSEG |
London Stock Exchange Group plc | |
ML |
Machine learning | |
n/a |
Not applicable | |
n/m |
Not meaningful | |
organic or organically |
A non-IFRS measure that represents changes in revenues of our existing businesses at constant currency. The metric excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods |
|
Woodbridge |
The Woodbridge Company Limited, our principal and controlling shareholder | |
YPL |
York Parent Limited, the entity that owned LSEG shares, which is jointly owned by our company and the Blackstone consortium. References to YPL also include its subsidiaries. | |
$ and US$ |
U.S. dollars | |
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Legal Professionals Serves law firms and governments with research and workflow products powered by leading-edge technologies, including generative AI, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools and analytics. |
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 |
Corporates Serves corporations, ranging from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven products, powered by leading-edge technologies, including generative AI, and integrated compliance workflow solutions to help them achieve their business outcomes. |
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 |
Tax & Accounting Professionals Serves tax, audit and accounting firms (other than the seven largest, which are served by our Corporates segment) with research and workflow products powered by leading-edge technologies, including generative AI. |
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Reuters News Supplies business, financial and global news and data to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial firms exclusively via LSEG products. |
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 |
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 2 | Thomson Reuters Annual Report 2024 |
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Attractive Industry • Currently our “Big 3” segments operate in an estimated $28 billion market expected to grow between 8% and 11% over the next 5 years• Legal, Tax & Risk markets are prime for content-driven innovation |
Balanced and Diversified Leadership • A leader in key Legal Professionals, Corporates, Tax & Accounting Professionals and News segments• Resilient businesses, historically stable, through periods of macroeconomic uncertainty• Approximately 450,000 customers; largest customer is approximately 5% of revenues* |
Attractive Business Model • 81% of revenues were recurring in 2024• Fixed cost model supports operating leverage as we grow• Strong and consistent cash generation capabilities |
Strong Competitive Positioning • Proprietary content plus data and human expertise combined with AI and ML are key differentiators• Products deeply embedded in customers’ daily workflows• 91% retention rate in 2024 |
Disciplined Financial Policies • Focused and incentivized on organic revenue growth and free cash flow growth• Balance investing in business and returning capital to shareholders• Committed to maintaining investment grade rating with stable capital structure• · Significant potential capital capacity affords optionality |
| * | The news agreement with the Data & Analytics business of LSEG. |
• |
2022 two-year Change Program (an initiative that focused on transforming our company from a holding company to an operating company and from a content provider into a content-driven technology company) was completed by the end of 2022. We achieved $540 million of annualized run-rate operating expense savings and made significant progress transforming Thomson Reuters into a more streamlined and scalable business that we believe has a strong foundation for sustainable future growth. In 2022, LSEG repurchased approximately 1.2 million ordinary shares from YPL under a buyback program announced by LSEG in August 2022. We received proceeds of $43 million, for approximately 0.5 million shares, related to our portion of the buyback. In 2022, we also launched Westlaw Precision, a new version of Westlaw designed to dramatically improve research speed and quality by enabling lawyers to target precisely what they are looking for. |
• |
2023 AI-based initiatives, including generative AI. In November 2023, we announced a series of generative AI initiatives designed to assist in the transformation of the legal profession. Most notably, the commercial releases of AI-Assisted Research on Westlaw Precision and CoCounsel Core AI Assistant for lawyers. In 2023, we further deepened our focus on content-enabled technology with the acquisitions of SurePrep, LLC, Imagen Ltd., Casetext, Inc., and the remaining interest in Westlaw Japan. |
• |
2024 AI-enabled tools to automate internal processes, including in the Reuters newsroom and our editorial and go-to-market |
Thomson Reuters Annual Report 2024 |
Page 3 |
| Page 4 | Thomson Reuters Annual Report 2024 |
• |
Continue evolving our transformative AI capabilities through ongoing product innovation and enhancements to our flagship products |
• |
Continue to roll out our AI assistant, CoCounsel, across our customer base |
• |
Maintain and build on our deep domain expertise and comprehensive collection of richly enhanced data and content |
• |
Further enhance our go-to-market |
• |
Extend our channel partnerships to integrate our products and services into broader ecosystems |
• |
Ongoing expansion of our international offerings |
• |
Accelerate our pace of execution to move fast and win in a competitive market |
• |
Leverage our significant capital capacity to fund organic investment and execute a balanced capital allocation approach including annual dividend growth, strategic acquisitions and shareholder returns |
Thomson Reuters Annual Report 2024 |
Page 5 |
| Page 6 | Thomson Reuters Annual Report 2024 |
Brand |
Type of Product/Service |
Legal Professionals |
Corporates |
Tax & Accounting Professionalss |
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Westlaw Westlaw Edge (U.S., U.K. & Canada) Westlaw Precision (U.S.) |
Legal, regulatory and compliance information-based products and services. Westlaw is our primary online legal research delivery platform. Westlaw offers authoritative content, powerful search functionality and research organization, team collaboration features and navigation tools to find and share specific points of law and search for analytical commentary. Westlaw employs proprietary, innovative technology including generative AI. Localized country-specific online legal research platforms are provided for Argentina, Australia, Brazil, Canada, Chile, Ireland, Japan, New Zealand, the United Kingdom, United States, Uruguay and other countries. Through Westlaw International and Westlaw Asia, we offer our region-based online legal research platforms to customers in markets where we do not offer a country-specific Westlaw service. |
 |
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Practical Law Practical Law Practical Law Connect Practical Law Dynamic Tool Set |
Legal know-how, current awareness and workflow tools with embedded guidance from expert practitioners. Practice notes, standard documents, checklists and What’s Market tools cover a wide variety of practice areas such as commercial, corporate, labor and employment, intellectual property, finance and litigation. Practical Law currently has localized product offerings in the United Kingdom, United States, Canada and Australia. Through Practical Law Global and our local Practical Law offerings, we offer our online products and services to customers in markets where we do not have a fully localized service. |
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CoCounsel CoCounsel Drafting |
Our professional-grade generative AI assistant that is trained by TR domain experts and leverages our TR proprietary content in generating answers to users across the legal, tax, risk & fraud, and media domains. This AI assistant also integrates functionality from other software products across the TR estate, allowing users to navigate seamlessly from one application to another. It also has the capability to integrate customer content directly to help ground the responses in customer proprietary content in addition to TR’s world-class content assets. |
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Thomson Reuters Annual Report 2024 |
Page 7 |
Brand |
Type of Product/Service |
Legal Professionals |
Corporates |
Tax & Accounting Professionalss |
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CLEAR CLEAR Risk Inform CLEAR ID Confirm CLEAR Adverse Media Sanctions PeopleMap |
Prevent fraud, detect risk and investigate crime with powerful online software. |
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HighQ |
Cloud-based collaboration and workflow platform for the legal and regulatory market segment. |
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Case Center |
Cloud-based evidence-sharing platform for sharing documents and multimedia between justice agencies for trial preparation and courtroom presentation. |
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Fraud Analytics Fraud Detect ID Risk Analytics Case Tracking |
A suite of data and analytics solutions to help auditors, investigators and managers detect fraud, waste and abuse in healthcare and large government subsidy programs. |
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Checkpoint Checkpoint Edge (U.S. & Canada) |
Integrated tax, audit and accounting research solution that delivers news, editorial insights, advisory tools, authoritative content and linked primary sources integrated throughout Thomson Reuters workflow productivity tools, applications and software. |
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Legal Tracker |
Online spend and matter management, e-billing, legal analytics services and document storage, search and retrieval. |
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ONESOURCE |
Global cloud-based tax and trade solutions that reduce risk and regulatory complexity, improving the accuracy of a company’s entire tax or trade lifecycle. Integrating openly with existing technology and ecosystem solutions to manage direct and indirect tax compliance, indirect tax determination, statutory reporting, trust taxation, tax information reporting, tax planning, trade compliance, trade operations, trade special programs, trade regulatory content and overall data and process management. |
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Confirmation |
Cloud-based platform to automate the workflow of the confirmations process of an audit. Used by a global network of audit firms, banks and law firms to increase efficiency and reduce risk. |
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Pagero |
A provider of e-invoicing and continuous transaction controls compliance solutions for the global market. Pagero provides a Smart Business Network that connects buyers and sellers for automated, compliant and secure exchange of orders, invoices, payment instructions and other business documents. |
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Dominio |
Accounting management and tax management software solutions for accounting firms and micro and small companies in Brazil. |
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| Page 8 | Thomson Reuters Annual Report 2024 |
Brand |
Type of Product/Service |
Legal Professionals |
Corporates |
Tax & Accounting Professionalss |
||||
Cloud Audit Suite |
End-to-end |
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UltraTax & CS Professional Suite |
Scalable, integrated suite of desktop and online software applications that encompass key aspects of a professional accounting firm’s operations, from collecting client data and preparing and filing tax returns to the overall management of the accounting practice. |
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SafeSend |
Cloud-based software that automates assembly, review, e-signature and secure delivery of tax returns for individuals and entities. |
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SurePrep |
Software and services that automate tax preparation, supporting a digital tax workflow for accounting firms and their clients. Solutions TaxCaddy, 1040SCAN and SPbinder streamline the entire 1040 tax process for tax professionals and taxpayers. |
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Thomson Reuters Annual Report 2024 |
Page 9 |
| Page 10 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 11 |
By Region |
||||
Americas |
14,100 | |||
Asia Pacific |
8,300 | |||
Europe, Middle East and Africa (EMEA) |
4,000 | |||
By Unit |
||||
Legal Professionals |
700 | |||
Corporates |
1,900 | |||
Tax & Accounting Professionals |
1,300 | |||
Global Print |
800 | |||
Government |
650 | |||
Reuters News |
3,500 | |||
Product & Editorial |
3,300 | |||
Operations & Technology |
9,100 | |||
Corporate Center (Enabling Functions) |
1,300 | |||
Commercial Functions (1)
|
1,200 | |||
Other (2)
|
2,650 | |||
Thomson Reuters |
26,400 |
| (1) | Reflects employees in Marketing, Commercial Excellence and Strategy. |
| (2) | Reflects employees in our Latin America, Asia and Emerging Markets businesses. |
| Page 12 | Thomson Reuters Annual Report 2024 |
We post a Social Impact & ESG Report annually on our website, www.tr.com/social-impact-report, which summarizes our strategy, includes stories of progress and tracks performance, tying our efforts to our business strategy and commercial expertise. We encourage you to review the Social Impact & ESG Report to gain a better understanding of our accomplishments and practices in these areas. |
Thomson Reuters Annual Report 2024 |
Page 13 |
| Page 14 | Thomson Reuters Annual Report 2024 |
Facility |
Approx. Sq. Ft. |
Owned/Leased |
Principal Use |
|||
|
610 Opperman Drive, Eagan, Minnesota, United States |
1,331,130 | Owned | Global Print operating facility | |||
|
2900 Ames Crossing Rd. Eagan, Minnesota, United States |
308,070 | Subleased | Legal Professionals operating facility | |||
|
6300 Interfirst Drive, Ann Arbor, Michigan, United States |
247,210 | Owned | Tax & Accounting Professionals operating facility | |||
|
Knowledge Court, Bangalore, India |
150,760 | Leased | Thomson Reuters shared services center | |||
|
5 Canada Square, London, United Kingdom |
133,400 | Subleased | Legal Professionals, Tax & Accounting Professionals and Reuters News operating facility | |||
|
Hyderabad, Bldg. 11 Madhapur, Hyderabad, India |
130,320 | Leased | Global shared service center | |||
|
19 Duncan Street Toronto, Ontario, Canada |
129,950 | Leased | Thomson Reuters headquarters | |||
|
Reforma Cuarzo 26 Paseo de la Reforma, Mexico City, Mexico |
118,200 | Leased | Global shared service center | |||
|
6160 Warren Parkway Frisco, TX, United States |
56,700 | Leased (1)
|
Tax & Accounting Professionals and Corporates operating facility | |||
|
3 Times Square, New York, New York, United States |
46,100 | Owned/leased (2)
|
Reuters News, Legal Professionals and Corporates operating facility |
|||
|
Landis & Gyr 3, Zug, Switzerland |
31,870 | Leased | Enterprise Centre | |||
| (1) | New Tax & Accounting Professionals operating facility lease which replaces former Thomson Reuters-owned Carrolton TX facility. |
| (2) | The landlord (3XSQ Associates) is an entity owned by one of our subsidiaries and Rudin Times Square Associates LLC. 3XSQ Associates was formed to build and operate the 3 Times Square property. |
Thomson Reuters Annual Report 2024 |
Page 15 |
Risk Category |
Page |
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• |
We have seen an increase in well-funded new competitors focused on leveraging technological advancements, particularly generative AI, which has reduced barriers to entry. Some of these new entrants also differentiate themselves by being specialized, with a narrower focus than our company, and therefore may be able to adopt and implement newer technology faster than we can or at lower price points. |
• |
The application of generative AI technologies across public sources of free or relatively inexpensive information which is available online increases the competition risk and can diminish the perceived value of packaging this content for our target customers. |
• |
Some of our customers may independently develop products and services that compete with ours, including through the formation of partnerships or consortia. In addition, the growing awareness and understanding of use cases of transformative AI technologies may see us facing displacement from our own customers as they explore internal development of products and services that compete with our offerings. If customers become internally self-sufficient, demand for our products may be reduced. |
• |
Some of our competitors aggressively market their products as a lower cost alternative and offer price incentives to acquire new business. As some of our competitors offer products and services that may be viewed as more cost effective than ours or which may be seen as having greater functionality or performance than ours, the relative value of some of our products or services could be diminished. Competition may require us to reduce the price of some of our products and services (which may result in lower revenues) or make additional capital investments (which might result in lower profit margins). If we are unable or unwilling to reduce prices or make additional investments for some of our products and services in the future, we may lose customers and our financial results may be adversely affected. |
| Page 16 | Thomson Reuters Annual Report 2024 |
• |
Some of our principal competitors are established companies and firms that have substantial financial resources, recognized brands in certain product segments, or have more established positions in certain geographic regions than we do. Some larger companies that compete with us, such as enterprise resource planning companies, have large installed customer bases and may change or expand the focus of their business strategies to target our customers. |
• |
Law firms continue to be challenged by corporate counsels, which are seeking to keep more work in-house to deliver greater business value and insights internally, limit increases in billing rates and hours, and insist on increased transparency and efficiency from law firms. The emergence of generative AI as a tool in the legal space could also have significant impacts on law firms, such as their headcount, service delivery, and pricing. While generative AI introduces productivity and efficiency improvement opportunities for law firms, it also adds uncertainties to how law firms and legal professionals need to evolve with technology in the future. These trends could impact the future ability to spend by a select set of our law firm customers on our products which in turn could adversely affect our revenues as well as our cash flows. |
• |
Accounting firms are also adapting their business models related to service offerings, technology and pricing to address their clients’ evolving needs, priorities and expectations. Amid an ongoing talent shortage and increasing regulatory complexity, accounting firms continue to increase efficiency and automation while ongoing commoditization of tax and audit work is driving expansion into more profitable advisory services. |
• |
Corporations continue to be under pressure to become more efficient and drive margins which may put pressure on their ability to spend on our products. Their behavior is also closely linked to economic cycles with spending pressures tied to periods of economic downturn. Their focus on data privacy and cybersecurity continues to increase, requiring additional security reviews of our products and lengthening sales cycles. Corporations are also focusing on consolidating vendors which adds an additional dimension of competition. |
• |
Relative to our Reuters News business, the media sector continues to transform, with the traditional news agency market under pressure due to audiences’ shift to digital and streaming services. |
• |
We continue to expect revenue declines in our Global Print business as customers migrate to online delivery, which has been compounded by the influence of the virtual and hybrid work environment. |
Thomson Reuters Annual Report 2024 |
Page 17 |
| Page 18 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 19 |
• |
Cyber-attacks on our own and third-party information technology systems and infrastructure that we rely upon, including without limitation attacks using and incidents arising from computer viruses or other malware, distributed denial of service attacks, ransomware, data theft, phishing, social engineering, destructive attacks against information systems, and other attacks or incidents. This also includes those cyber-attacks and incidents that have in the past resulted in, and could in the future result in, the unauthorized access to, loss, manipulation, destruction of, or disclosure of personal and business information and/or the temporary or sustained unavailability of personal and business information, content, or information technology systems and infrastructure. As technologies like AI develop rapidly, malicious third parties are using these technologies to create new sophisticated attack methods that are increasingly automated, widespread and coordinated making these cyber-attacks more difficult to defend against; |
• |
The introduction or exploitation of vulnerabilities existing in our own and third-party information technology systems and infrastructure, including without limitation the products and services of our key brands and generative AI products and services, some of which may be undetected and only discovered after an extended period of time (including after exploitation) and after installation or integration by our company or our customers. This also includes vulnerabilities in purchased or licensed third-party software, adopted open source software, or in newly integrated technologies resulting from an acquisition or partnership; |
• |
Unauthorized access or attacks obtaining access to sensitive data, including compromise or manipulation of AI, ML and large language model (LLM) solutions embedded in product offerings; |
• |
Actions taken by individuals, groups of hackers, or sophisticated organizations, including without limitation nation-states, state-sponsored, state-aligned, or criminal organizations; |
• |
Attacks on, incidents affecting, or vulnerabilities in underlying cloud service provider environments, communication networks, services, and other technologies or infrastructure that support the Internet, power and water supply, and other utilities, most of which are not under our direct control or the control of our suppliers, partners or customers but can adversely affect our company and our business; |
• |
Insider threats that compromise our security measures, including without limitation malicious acts and human errors by employees, contractors, third-party providers, or others with access to our information technology systems and infrastructure; |
• |
Unauthorized persons could gain access to customer accounts if customers do not maintain effective security or access controls of their systems and software. Inadvertent exposure of data or access to our systems may also be caused by members of our workforce, including by their error or use of AI; and |
• |
Attacks against or incidents involving employee or contractor work from home or hybrid working environments (e.g., home networks, residential internet service providers) that allow an unauthorized party to gain remote or physical access to an employee’s or contractor’s devices or information used to access our information technology systems and infrastructure. |
| Page 20 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 21 |
• |
Difficulties in penetrating new markets due to established and entrenched competitors or unavailability of local companies for acquisition or joint venture partners or restrictions on foreign ownership; |
• |
Difficulties in developing products and services that are tailored to the needs of local customers; |
• |
Local lack of recognition of our brands or acceptance or knowledge of our products and services; |
• |
The impact of geopolitical tensions in local markets, including the impact of the Russian invasion of Ukraine and related government sanctions and the ongoing Israel-Hamas conflict, potential new tariffs and ongoing protectionism measures due to a decline in global alignment (including retaliatory measures related to the imposition of tariffs), changes in monetary policy, weaker global demand, supply chain disruptions, labour shortages and other events; |
• |
Challenges protecting the safety, security and wellbeing of staff in all locations; |
| Page 22 | Thomson Reuters Annual Report 2024 |
• |
Economic, political or social instability in local markets; |
• |
Exposure to possibly adverse governmental or regulatory actions in countries where we operate or conduct business; |
• |
Higher inflation rates and increased credit risk; |
• |
The impact of foreign currency fluctuations on prices charged to local customers, notably when there is strengthening of the U.S. dollar, and other controls, regulations and orders that might restrict our ability to repatriate cash or limit our ability to move or invest cash freely; |
• |
Difficulties hiring and retaining staff for foreign operations and protecting their safety, differing employee/employer relationships and workplace cultures, and other challenges caused by distance, language and cultural differences; |
• |
Reduced protection for intellectual property rights; |
• |
Changes in laws and policies affecting trade and investment in other jurisdictions; and |
• |
Managing compliance with local laws and regulations (notably related to data privacy, data use and data protection) and varying and sometimes conflicting laws and regulations across the countries in which we do business. |
Thomson Reuters Annual Report 2024 |
Page 23 |
• |
Impose limits on our collection, retention and use of certain kinds of information or data and our ability to communicate such information effectively to our customers; |
• |
Impose limits on our ability to develop and offer our products, services, and content in certain countries; |
• |
Frustrate or disrupt our ability to do business with certain customers and other third parties or collect or pay third parties, including without limitation as a result of newly issued sanctions and export/import restrictions; |
• |
Increase compliance complexity and add more compliance related costs; |
• |
Increase our cost of doing business or require us to change some of our existing products, services or business practices; and |
• |
Conflict or increase complexity on a global basis (such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws). |
| Page 24 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 25 |
| Page 26 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 27 |
| Page 28 | Thomson Reuters Annual Report 2024 |
|
|
Legal Professionals Serves law firms and governments with research and workflow products powered by leading-edge technologies, including generative AI, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools and analytics. |
2024 Revenues 
|
||
|
|
Corporates Serves corporations, ranging from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven products, powered by leading-edge technologies, including generative AI, and integrated compliance workflow solutions to help them achieve their business outcomes. |
|||
|
|
Tax & Accounting Professionals Serves tax, audit and accounting firms (other than the seven largest, which are served by our Corporates segment) with research and workflow products powered by leading-edge technologies, including generative AI. |
|||
|
|
Reuters News Supplies business, financial and global news to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial firms exclusively via LSEG products. |
|||
|
|
Global Print Provides legal and tax information primarily in print format to customers around the world and provides commercial printing services to a wide range of book publishers. |
Thomson Reuters Annual Report 2024 |
Page 29 |
|
Attractive Industry |
Balanced and Diversified Leadership |
Attractive Business Model |
Strong Competitive Positioning |
Disciplined Financial Policies |
||||
|
• Currently our “Big 3” segments operate in an estimated $28 billion market expected to grow between 8% and 11% over the next 5 years• Legal, Tax & Risk markets are prime for content-driven innovation |
• A leader in key Legal Professionals, Corporates, Tax & Accounting Professionals and News segments• Resilient businesses, historically stable, through periods of macroeconomic uncertainty• Approximately 450,000 customers; largest customer is approximately 5% of revenues* |
• 81% of revenues were recurring in 2024• Fixed cost model supports operating leverage as we grow• Strong and consistent cash generation capabilities |
• Proprietary content plus data and human expertise combined with AI and ML are key differentiators• Products deeply embedded in customers’ daily workflows• 91% retention rate in 2024 |
• Focused and incentivized on organic revenue growth and free cash flow growth• Balance investing in business and returning capital to shareholders• Committed to maintaining investment grade rating with stable capital structure• Significant potential capital capacity affords optionality |
||||
|
Revenues by type Recurring revenues one-off arrangements. However, as we generally recognize recurring revenues ratably over the contract term, there is a lag in realizing the impact of current sales or cancellations in our reported revenues. As a result, our revenues are typically slower to decline when economic conditions worsen, but slower to return to growth when economic activity improves, compared to other businesses that are not subscription-based.Transactions revenues Global Print revenues |
|
|
Revenues by geography In 2024, 73% of our revenues were U.S.-based. We also operate regional teams outside of the U.S., including in emerging markets, where we serve regional customers by either modifying existing products and services for their needs or developing specific products for the local market. Changes in foreign currency exchange rates relative to our business outside the U.S. may cause variation in our revenue performance from period to period. In 2024, however, changes in foreign exchange rates had a less than 1% negative impact on our revenue growth compared to the prior year. |
| Page 30 | Thomson Reuters Annual Report 2024 |
|
Operating Expenses Most of our expenses are fixed in the
short-to-medium |
Thomson Reuters Annual Report 2024 |
Page 31 |
Total Thomson Reuters |
2024 Updated Outlook |
2024 Actual Performance (Before currency) (1)
|
||||
Revenue growth |
~7.0% | 7.1% |
✓ |
|||
Organic revenue growth ( 2) |
~7.0% |
7.1% |
✓ |
|||
Adjusted EBITDA margin (2)
|
~38% | 38.1% |
✓ |
|||
Corporate costs |
$120-$130 million | $108 million |
✓ |
|||
Free cash flow (2)
|
~$1.8 billion | $1.8 billion |
✓ |
|||
Accrued capital expenditures as a percentage of revenues (2)
|
~8.5% | 8.4% |
✓ |
|||
Depreciation and amortization of computer software |
$730-$750 million |
$732 million |
✓ |
|||
Depreciation and amortization of internally developed software |
$580-$600 million |
$585 million |
✓ |
|||
Amortization of acquired software |
~$150 million | $147 million |
✓ |
|||
Interest expense |
$125-$145 million |
$125 million |
✓ |
|||
|
Effective tax rate on adjusted earnings (2)(3)
|
~18% |
17.9% |
✓ |
|||
“Big 3” Segments (2)
|
2024 Updated Outlook |
2024 Actual Performance (Before currency) (1)
|
||||
Revenue growth |
~8.5% | 8.4% |
✓ |
|||
Organic revenue growth |
~8.5% |
8.7% |
✓ |
|||
|
Adjusted EBITDA margin |
~43% |
42.0% |
× |
|||
Legend |
||||||
|
✓
- Achieved or exceeded updated outlook. × - Did not meet updated outlook. |
• |
January 2024: Pagero, a global leader in e-invoicing and indirect tax solutions; |
• |
January 2024: World Business Media Limited (The Insurer), a cross-platform and subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry; |
• |
August 2024: Safe Sign Technologies, a U.K.-based startup that is developing legal-specific large language models; and |
• |
October 2024: Credere Technologies, Inc., doing business as Materia, a U.S.-based startup that specializes in the development of an agentic AI assistant for the tax, audit and accounting profession. |
| Page 32 | Thomson Reuters Annual Report 2024 |
• |
January 2023: SurePrep LLC, a provider of tax automation software and services; |
• |
July 2023: Imagen Ltd, a media asset management company now part of our Reuters News segment; and |
• |
August 2023: Casetext, a business that uses AI and ML to enable legal professionals to work more efficiently. |
Year ended December 31, |
||||||||||||||||
Change |
||||||||||||||||
(millions of U.S. dollars, except per share amounts and margins) |
2024 |
2023 |
Total |
Constant Currency |
||||||||||||
| IFRS Financial Measures | ||||||||||||||||
| Revenues | 7,258 |
6,794 | 7% | |||||||||||||
| Operating profit | 2,109 |
2,332 | (10%) | |||||||||||||
| Diluted EPS | $4.89 |
$5.80 | (16%) | |||||||||||||
|
Non-IFRS Financial Measures |
||||||||||||||||
| Revenues | 7,258 |
6,794 | 7% | 7% | ||||||||||||
Organic revenue growth |
7% |
|||||||||||||||
| Adjusted EBITDA | 2,779 |
2,678 | 4% | 4% | ||||||||||||
| Adjusted EBITDA margin | 38.2% |
39.3% | (110)bp | (130)bp | ||||||||||||
| Adjusted EBITDA less accrued capital expenditures | 2,170 |
2,146 | 1% | |||||||||||||
| Adjusted EBITDA less accrued capital expenditures margin | 29.9% |
31.5% | (160)bp | |||||||||||||
| Adjusted EPS | $3.77 |
$3.51 | 7% | 7% | ||||||||||||
| “Big 3” Segments | ||||||||||||||||
| Revenues | 5,931 |
5,485 | 8% | 8% | ||||||||||||
Organic revenue growth |
9% |
|||||||||||||||
| Adjusted EBITDA | 2,500 |
2,408 | 4% | 4% | ||||||||||||
| Adjusted EBITDA margin | 42.1% |
43.8% | (170)bp | (180)bp | ||||||||||||
Thomson Reuters Annual Report 2024 |
Page 33 |
Year ended December 31, |
||||||||||
Change |
||||||||||
(millions of U.S. dollars) |
2024 |
2023 |
Total |
Constant Currency |
Organic |
|||||
Recurring revenues |
5,882 |
5,458 | 8% | 8% | 8% | |||||
Transactions revenues |
857 |
774 | 11% | 11% | 10% | |||||
Global Print revenues |
519 |
562 | (8%) | (7%) | (7%) | |||||
Revenues |
7,258 |
6,794 | 7% | 7% | 7% | |||||
Year ended December 31, |
||||||||||||||||
Change |
||||||||||||||||
(millions of U.S. dollars) |
2024 |
2023 |
Total |
Constant Currency |
||||||||||||
Operating expenses |
4,471 |
4,134 | 8% | 9% | ||||||||||||
Remove fair value adjustments (1)
|
17 |
(2) | ||||||||||||||
Operating expenses excluding fair value adjustments |
4,488 |
4,132 | 9% | 9% | ||||||||||||
| (1) | Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business. |
| Page 34 | Thomson Reuters Annual Report 2024 |
Year ended December 31, |
||||||
(millions of U.S. dollars) |
2024 |
2023 |
Change |
|||
Depreciation |
113 |
116 | (2%) | |||
Amortization of computer software |
||||||
Internally developed |
471 |
440 | 7% | |||
Acquisition related |
147 |
72 | 104% | |||
Total amortization of computer software |
618 |
512 | 21% | |||
Amortization of other identifiable intangible assets |
91 |
97 | (6%) | |||
• |
Depreciation decreased primarily due to assets acquired in previous years becoming fully depreciated. |
• |
Total amortization of computer software increased primarily due to acquisitions, and to a lesser extent, internal product development. |
• |
Amortization of other identifiable intangible assets decreased as the completion of amortization of assets acquired in previous years more than offset expenses associated with recent acquisitions. |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2024 |
|||||||
Other operating gains, net |
144 |
397 | ||||||
Year ended December 31, |
||||||
(millions of U.S. dollars) |
2024 |
2023 |
Change |
|||
Net interest expense |
125 |
152 | (18%) | |||
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2024 |
2023 |
||||||
Other finance income (costs) |
45 |
(192 | ) | |||||
Thomson Reuters Annual Report 2024 |
Page 35 |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2024 |
|||||||
YPL |
68 |
1,099 | ||||||
Other equity method investments |
(28) |
(24) | ||||||
Share of post-tax earnings in equity method investments |
40 |
1,075 | ||||||
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2024 (1)
|
2023 |
||||||
(Decrease) increase in LSEG share price |
(86) |
785 | ||||||
Foreign exchange (losses) gains on LSEG shares |
(3) |
251 | ||||||
Dividend income |
6 |
58 | ||||||
Loss from forward contract |
- |
(77) | ||||||
Gain (loss) from call options |
22 |
(15) | ||||||
Historical excluded equity adjustment (2)
|
129 |
97 | ||||||
YPL – Share of post-tax earnings in equity method investments |
68 |
1,099 | ||||||
| (1) | Activity through May 2024, when the investment was fully divested. |
| (2) | Represents income from the recognition of the remaining cumulative impact of equity transactions that were excluded from our investment in YPL. |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2024 |
2023 |
||||||
Tax (benefit) expense |
(123 |
) |
417 | |||||
| Page 36 | Thomson Reuters Annual Report 2024 |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2024 |
|||||||
(Benefit) expense |
||||||||
Tax items impacting comparability: |
||||||||
| Recognition of deferred tax asset (1)
|
(468) |
- | ||||||
| Discrete changes to uncertain tax positions (2)
|
(15) |
(61) | ||||||
| Corporate tax laws and rates (3)
|
7 |
(100) | ||||||
| Deferred tax adjustments (4)
|
(2) |
(11) | ||||||
| Subtotal | (478) |
(172) | ||||||
Tax related to: |
||||||||
| Amortization of acquired computer software | (33) |
(17) | ||||||
| Amortization of other identifiable intangible assets | (22) |
(22) | ||||||
| Other operating gains, net | 56 |
81 | ||||||
| Other finance income (costs) | (19) |
(31) | ||||||
| Share of post-tax earnings in equity method investments |
7 |
253 | ||||||
| Other items | 2 |
1 | ||||||
| Subtotal | (9) |
265 | ||||||
Total |
(487) |
93 | ||||||
| (1) | Relates to new tax legislation enacted in Canada. |
| (2) | In 2024, relates to the release of tax reserves that are no longer required due to the settlement of a tax dispute. In 2023, relates to tax reserves no longer required due to the expiration of statutes of limitation. |
| (3) | Relates primarily to adjustments to deferred tax balances due to changes in the applicable statutory tax rate in a jurisdiction outside of the U.S. and adjustments to deferred tax balances due to changes in effective state tax rates. |
| (4) | Relates primarily to adjustments to deferred tax assets attributable to a non-U.S. subsidiary. |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2024 |
|||||||
Tax (benefit) expense |
(123) |
417 | ||||||
| Remove: Items from above impacting comparability | 487 |
(93) | ||||||
Total tax expense on adjusted earnings |
364 |
324 | ||||||
Year ended December 31, |
||||||||
Income taxes paid (millions of U.S. dollars) |
2024 |
|||||||
Operating activities – continuing operations |
234 |
163 | ||||||
Investing activities – continuing operations |
317 |
705 | ||||||
Investing activities – discontinued operations |
- |
1 | ||||||
Total income taxes paid |
551 |
869 | ||||||
Thomson Reuters Annual Report 2024 |
Page 37 |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2024 |
|||||||
Earnings from discontinued operations, net of tax |
15 |
49 | ||||||
Year ended December 31, |
||||||||||||||||
Change |
||||||||||||||||
(millions of U.S. dollars, except per share amounts) |
2024 |
2023 |
Total |
Constant Currency |
||||||||||||
IFRS Financial Measures |
||||||||||||||||
| Net earnings | 2,207 |
2,695 | (18%) | |||||||||||||
| Diluted EPS | $4.89 |
$5.80 | (16%) | |||||||||||||
Non- IFRS Financial Measures |
||||||||||||||||
| Adjusted earnings | 1,701 |
1,629 | 4% | |||||||||||||
| Adjusted EPS | $3.77 |
$3.51 | 7% | 7% | ||||||||||||
Year ended December 31, |
||||||||||
Change |
||||||||||
(millions of U.S. dollars, except margins) |
2024 |
2023 |
Total |
Constant Currency |
Organic |
|||||
Recurring revenues |
2,828 |
2,674 | 6% | 6% | 8% | |||||
Transactions revenues |
94 |
133 | (29%) | (28%) | (2%) | |||||
Revenues |
2,922 |
2,807 | 4% | 4% | 7% | |||||
Segment adjusted EBITDA |
1,302 |
1,299 | - | - | ||||||
Segment adjusted EBITDA margin |
44.6% |
46.2% | (160)bp | (180)bp | ||||||
| Page 38 | Thomson Reuters Annual Report 2024 |
Year ended December 31, |
||||||||||
Change |
||||||||||
(millions of U.S. dollars, except margins) |
2024 |
2023 |
Total |
Constant Currency |
Organic |
|||||
Recurring revenues |
1,543 |
1,373 | 12% | 13% | 10% | |||||
Transactions revenues |
301 |
247 | 22% | 22% | 11% | |||||
Revenues |
1,844 |
1,620 | 14% | 14% | 10% | |||||
Segment adjusted EBITDA |
671 |
619 | 8% | 8% | ||||||
Segment adjusted EBITDA margin |
36.3% |
38.1% | (180)bp | (220)bp | ||||||
Year ended December 31, |
||||||||||
Change |
||||||||||
(millions of U.S. dollars, except margins) |
2024 |
2023 |
Total |
Constant Currency |
Organic |
|||||
Recurring revenues |
867 |
808 | 7% | 9% | 9% | |||||
Transactions revenues |
298 |
250 | 19% | 19% | 14% | |||||
Revenues |
1,165 |
1,058 | 10% | 11% | 10% | |||||
Segment adjusted EBITDA |
527 |
490 | 8% | 9% | ||||||
Segment adjusted EBITDA margin |
45.2% |
45.8% | (60)bp | (50)bp | ||||||
Thomson Reuters Annual Report 2024 |
Page 39 |
Year ended December 31, |
||||||||||
Change |
||||||||||
(millions of U.S. dollars, except margins) |
2024 |
2023 |
Total |
Constant Currency |
Organic |
|||||
Recurring revenues |
668 |
625 | 7% | 7% | 5% | |||||
Transactions revenues |
164 |
144 | 14% | 13% | 9% | |||||
Revenues |
832 |
769 | 8% | 8% | 6% | |||||
Segment adjusted EBITDA |
196 |
172 | 14% | 16% | ||||||
Segment adjusted EBITDA margin |
23.6% |
22.4% | 120bp | 150bp | ||||||
Year ended December 31, |
||||||||||
Change |
||||||||||
(millions of U.S. dollars, except margins) |
2024 |
2023 |
Total |
Constant Currency |
Organic |
|||||
Revenues |
519 |
562 | (8%) | (7%) | (7%) | |||||
Segment adjusted EBITDA |
188 |
213 | (12%) | (12%) | ||||||
Segment adjusted EBITDA margin |
36.2% |
38.0% | (180)bp | (180)bp | ||||||
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2024 |
2023 |
||||||
Corporate costs |
105 |
115 | ||||||
| Page 40 | Thomson Reuters Annual Report 2024 |
Three months ended December 31, |
||||||||
Change |
||||||||
(millions of U.S. dollars, except per share amounts and margins) |
2024 |
2023 |
Total |
Constant Currency |
||||
IFRS Financial Measures |
||||||||
| Revenues | 1,909 |
1,815 | 5% | |||||
| Operating profit | 722 |
558 | 29% | |||||
| Net earnings | 587 |
678 | (14%) | |||||
| Diluted EPS | $1.30 |
$1.49 | (13%) | |||||
| Net cash provided by operating activities | 564 |
705 | (20%) | |||||
| Net cash used in investing activities | (69) |
(223) | (71%) | |||||
| Net cash used in financing activities | (252) |
(1,702) | (85%) | |||||
Non-IFRS Financial Measures(1)
|
||||||||
| Revenues | 1,909 |
1,815 | 5% | 5% | ||||
| Organic revenue growth |
5% |
|||||||
| Adjusted EBITDA | 718 |
707 | 2% | 1% | ||||
| Adjusted EBITDA margin | 37.6% |
38.9% | (130)bp | (160)bp | ||||
| Adjusted EBITDA less accrued capital expenditures | 546 |
554 | (1%) | |||||
| Adjusted EBITDA less accrued capital expenditures margin | 28.6% |
30.5% | (190)bp | |||||
| Adjusted earnings | 454 |
446 | 2% | |||||
| Adjusted EPS | $1.01 |
$0.98 | 3% | 1% | ||||
| Free cash flow | 425 |
613 | (31%) | |||||
| “Big 3” Segments | ||||||||
| Revenues | 1,553 |
1,446 | 7% | 7% | ||||
| Organic revenue growth | 8% | |||||||
| Adjusted EBITDA | 648 |
624 | 4% | 3% | ||||
| Adjusted EBITDA margin | 41.7% |
43.1% | (140)bp | (190)bp | ||||
| (1) | Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures. |
Thomson Reuters Annual Report 2024 |
Page 41 |
| Page 42 | Thomson Reuters Annual Report 2024 |
Three months ended December 31, |
||||||||||
Change |
||||||||||
(millions of U.S. dollars, except margins) |
2024 |
2023 |
Total |
Constant Currency (1)
|
Organic (1)
|
|||||
Revenues |
||||||||||
| Legal Professionals | 729 |
700 | 4% | 4% | 7% | |||||
| Corporates | 458 |
402 | 14% | 15% | 10% | |||||
| Tax & Accounting Professionals | 366 |
344 | 6% | 7% | 7% | |||||
| “Big 3” Segments Combined (1)
|
1,553 |
1,446 | 7% | 7% | 8% | |||||
| Reuters News | 218 |
220 | (1%) | (1%) | (3%) | |||||
| Global Print | 144 |
154 | (6%) | (6%) | (6%) | |||||
| Eliminations/ Rounding | (6) |
(5) | ||||||||
Revenues |
1,909 |
1,815 | 5% | 5% | 5% | |||||
Adjusted EBITDA (1)
|
||||||||||
| Legal Professionals | 299 |
298 | - | (1%) | ||||||
| Corporates | 153 |
138 | 11% | 8% | ||||||
| Tax & Accounting Professionals | 196 |
188 | 4% | 5% | ||||||
| “Big 3” Segments Combined | 648 |
624 | 4% | 3% | ||||||
| Reuters News | 45 |
61 | (26%) | (26%) | ||||||
| Global Print | 55 |
55 | (1%) | (1%) | ||||||
| Corporate costs | (30) |
(33) | ||||||||
Adjusted EBITDA |
718 |
707 | 2% | 1% | ||||||
Adjusted EBITDA margin (1)
|
||||||||||
| Legal Professionals | 41.0% |
42.5% | (150)bp | (200)bp | ||||||
| Corporates | 33.5% |
34.5% | (100)bp | (190)bp | ||||||
| Tax & Accounting Professionals | 53.4% |
54.6% | (120)bp | (90)bp | ||||||
| “Big 3” Segments Combined | 41.7% |
43.1% | (140)bp | (190)bp | ||||||
| Reuters News | 20.8% |
27.9% | (710)bp | (670)bp | ||||||
| Global Print | 38.2% |
36.4% | 180bp | 190bp | ||||||
Adjusted EBITDA margin |
37.6% |
38.9% | (130)bp | (160)bp | ||||||
| (1) | Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures. |
Thomson Reuters Annual Report 2024 |
Page 43 |
| Page 44 | Thomson Reuters Annual Report 2024 |
Year ended December 31, |
||||||
(millions of U.S. dollars) |
2024 |
2023 |
$ Change |
|||
Net cash provided by operating activities |
2,457 |
2,341 | 116 | |||
Net cash provided by investing activities |
680 |
3,513 | (2,833) | |||
Net cash used in financing activities |
(2,459) |
(5,626) | 3,167 | |||
Translation adjustments |
(8) |
1 | (9) | |||
Increase in cash and cash equivalents |
670 |
229 | 441 | |||
Cash and cash equivalents at beginning of period |
1,298 |
1,069 | 229 | |||
Cash and cash equivalents at end of period |
1,968 |
1,298 | 670 | |||
Non-IFRS Financial Measure(1):
|
||||||
Free cash flow |
1,828 |
1,871 | (43) | |||
| (1) | Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures. |
Thomson Reuters Annual Report 2024 |
Page 45 |
• |
Commercial paper program. |
• |
Credit facility. |
We guarantee borrowings by our subsidiaries under the credit facility. We must also maintain a ratio of net debt as defined in the credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If we complete an acquisition with a purchase price of over $500 million, we may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of December 31, 2024, we complied with this covenant as our ratio of net debt to EBITDA, as calculated under the terms of our syndicated credit facility, was 0.3:1. |
• |
Long-term debt |
| Page 46 | Thomson Reuters Annual Report 2024 |
In June 2024, we filed a new base shelf prospectus pursuant to which Thomson Reuters Corporation (TRC) and one of its U.S. subsidiaries, TR Finance LLC (TR Finance), may collectively issue up to $3.0 billion of unsecured debt securities from time to time through July 19, 2026. Any debt securities issued by TR Finance LLC will be fully and unconditionally guaranteed on an unsecured basis by TRC and three U.S. subsidiary guarantors, which are also indirect 100%-owned and consolidated subsidiaries of TRC. Except for TR Finance and the subsidiary guarantors, none of Thomson Reuters Corporation’s other subsidiaries have guaranteed or would otherwise become obligated with respect to any issued TR Finance debt securities. As of December 31, 2024, neither TRC nor TR Finance have issued any debt securities under the prospectus. Please refer to Appendix G of this management’s discussion and analysis for condensed consolidating financial information of the Company, including TR Finance and the subsidiary guarantors. |
On February 11, 2025, we commenced offers to exchange any or all validly tendered and accepted notes of TRC of the series of notes below for new notes issued by TR Finance, an indirect 100% owned U.S. subsidiary of TRC in order to optimize the Thomson Reuters group capital structure, align revenue generation to indebtedness, and give existing holders of the existing notes the option to receive notes issued by TR Finance with the same financial terms and substantially similar covenants as the applicable series of the existing notes: |
• |
$500 million 3.35% Notes due 2026; |
• |
$500 million 5.85% Notes due 2040; |
• |
$119 million 4.50% Notes due 2043; |
• |
$350 million 5.65% Notes due 2043; and |
• |
$400 million 5.50% Debentures due 2035. |
The exchange offers will not have a significant impact on our annual interest expense and will not change our debt maturity profile. Following completion of the exchange offers, we plan to update our base shelf prospectus to reflect the finalized terms of the TR Finance indenture and the guarantee of the TRC notes by the three U.S. subsidiary guarantors. |
• |
Credit ratings. |
In May 2024, S&P Global Ratings upgraded our long-term debt to BBB+ from BBB. |
The following table sets forth the credit ratings from rating agencies in respect of our outstanding securities as of the date of this management’s discussion and analysis: |
Moody’s |
S&P Global Ratings |
DBRS Limited |
Fitch |
|||||
Long-term debt |
Baa1 | BBB+ | BBB (high) | BBB+ | ||||
Commercial paper |
P-2 |
A-2 |
R-2 (high) |
F1 | ||||
Trend/Outlook |
Stable | Stable | Stable | Stable | ||||
These credit ratings are not recommendations to purchase, hold, or sell securities and do not address the market price or suitability of a specific security for a particular investor. Credit ratings may not reflect the potential impact of all risks on the value of securities. We cannot ensure that our credit ratings will not be lowered in the future or that rating agencies will not issue adverse commentaries regarding our securities. |
• |
Dividends. |
Details of dividends declared per common share and dividends paid on common shares are as follows: |
Year ended December 31, |
||||
(millions of U.S. dollars, except per share amounts) |
2024 |
2023 |
||
Dividends declared per common share |
$2.16 |
$1.96 | ||
Dividends declared |
973 |
908 | ||
Dividends reinvested |
(29) |
(21) | ||
Dividends paid |
944 |
887 | ||
In February 2025, we announced a 10% or $0.22 per share increase in the annualized dividend rate to $2.38 per common share (beginning with the common share dividend that we plan to pay in March 2025). See the “Subsequent Events” section of this management’s discussion and analysis for additional information. |
Thomson Reuters Annual Report 2024 |
Page 47 |
• |
Share repurchases - Normal Course Issuer Bid (NCIB). |
Year ended December 31, |
||||
2024 |
2023 |
|||
Share repurchases (millions of U.S. dollars) |
639 |
1,079 | ||
Shares repurchased (number in millions) |
4.1 |
8.6 | ||
Share repurchases – average price per share |
$156.92 |
$125.07 | ||
From time to time when we do not possess material nonpublic information about ourselves or our securities, we may enter into a pre-defined plan with our broker to allow for the repurchase of shares at times when we ordinarily would not be active in the market due to our own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with our broker will be adopted in accordance with applicable Canadian securities laws and the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended. |
• |
Return of capital and share consolidation. pre-consolidated share for 0.963957 post-consolidated shares. Shareholders who were subject to income tax in a jurisdiction other than Canada were given the opportunity to opt-out of the transaction. The share consolidation was proportional to the cash distribution and the share consolidation ratio was based on the volume weighted-average trading price of the shares on the New York Stock Exchange (NYSE), the stock exchange on which our shares were listed at the time (see the “Subsequent Events” section of this management’s discussion and analysis for additional information) for the five-trading day period immediately preceding June 23, 2023, the effective date for the return of capital transaction. Woodbridge, our principal shareholder, participated in this transaction. As a result of the share consolidation, our company’s outstanding common shares were reduced by 15.8 million common shares. |
December 31, |
||||
(millions of U.S. dollars) |
2024 |
2023 |
||
Net debt (1)
|
1,156 |
2,207 | ||
Leverage ratio of net debt to adjusted EBITDA: |
||||
Adjusted EBITDA (1)
|
2,779 |
2,678 | ||
Net debt/adjusted EBITDA (1)
|
0.4:1 |
0.8:1 | ||
| (1) | Represent non-IFRS financial measures. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures. |
| Page 48 | Thomson Reuters Annual Report 2024 |
|
|
Thomson Reuters Annual Report 2024 |
Page 49 |
(millions of U.S. dollars) |
2025 |
2026 |
2027 |
2028 |
2029 |
Thereafter |
Total |
|||||||
Notes/debentures (1)
|
973 | 500 | - | - | - | 1,369 | 2,842 | |||||||
Interest payable (1)
|
104 | 84 | 76 | 76 | 76 | 791 | 1,207 | |||||||
Debt-related hedges outflows (2)
|
1,011 | - | - | - | - | - | 1,011 | |||||||
Debt-related hedges inflows (1)
|
(984) | - | - | - | - | - | (984) | |||||||
Lease obligations (3)
|
74 | 61 | 47 | 37 | 31 | 127 | 377 | |||||||
Unconditional purchase obligations |
479 | 267 | 92 | 34 | 7 | 4 | 883 | |||||||
Defined benefit obligations |
33 | - | - | - | - | - | 33 | |||||||
Total |
1,690 | 912 | 215 | 147 | 114 | 2,291 | 5,369 | |||||||
| (1) | Represents contractual cash flows calculated using spot foreign exchange rates as of December 31, 2024. |
| (2) | Represents contractual U.S. dollar cash flows. |
| (3) | Includes leases with a term of 12 months or less, certain low-value assets and lease commitments that have not commenced, all of which are not recognized in the consolidated statement of financial position. |
• |
Subsidiary guarantees |
• |
Guarantees |
• |
Unconditional purchase obligations |
• |
Defined benefit obligations |
The amount and timing of any future required contributions to pension plans could differ significantly from our estimates as of December 31, 2024. We cannot estimate contributions beyond 2025 because they depend on future economic conditions, plan performance and potential future government legislation. For certain plans, the trustees have the right to call for special valuations, which could subsequently result in us having to make an unexpected contribution. Additionally, from time to time, we may elect to make voluntary contributions to improve the funded status of the plans. |
• |
Disposition contingencies |
| Page 50 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 51 |
• |
Legal Professionals: |
• |
Corporates: |
• |
Tax & Accounting Professionals: on-premises tax, audit, accounting, and practice management systems are gradually being replaced by cloud-based offerings. |
| Page 52 | Thomson Reuters Annual Report 2024 |
• |
Continue evolving our transformative AI capabilities through ongoing product innovation and enhancements to our flagship products |
• |
Continue to roll out our AI assistant, CoCounsel, across our customer base |
• |
Maintain and build on our deep domain expertise and comprehensive collection of richly enhanced data and content |
• |
Further enhance our go-to-market |
• |
Extend our channel partnerships to integrate our products and services into broader ecosystems |
• |
Ongoing expansion of our international offerings |
• |
Accelerate our pace of execution to move fast and win in a competitive market; and |
• |
Leverage our significant capital capacity to fund organic investment and execute a balanced capital allocation approach including annual dividend growth, strategic acquisitions, and shareholder returns. |
Total Thomson Reuters |
2024 Actual |
2025 Outlook |
||
|
Revenue growth Organic revenue growth (1)
|
7% 7% |
3.0% – 3.5% (2)
7.0% – 7.5% |
||
Adjusted EBITDA margin (1)
|
38.2% | ~39% | ||
Corporate costs |
$105 million | $120 – $130 million | ||
Free cash flow (1)
|
$1.8 billion | ~$1.9 billion | ||
Accrued capital expenditures as a percentage of revenues (1)
|
8.4% | ~8% | ||
|
Depreciation and amortization of computer software Depreciation and amortization of internally developed software Amortization of acquired software |
$731 million $584 million $147 million |
$835 – $855 million $635 – $655 million ~$200 million |
||
Interest expense |
$125 million | ~$150 million | ||
Effective tax rate on adjusted earnings (1)
|
17.6% | ~19% | ||
“Big 3” Segments (1)
|
2024 Actual |
2025 Outlook |
||
|
Revenue growth Organic revenue growth |
8% 9% |
~4% ~9% |
||
Adjusted EBITDA margin |
42.1% | ~43% | ||
| (1) | Non-IFRS financial measures. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures. |
| (2) | Total revenue growth reflects the impact of the divestitures of FindLaw and other non-core businesses in December 2024. |
Thomson Reuters Annual Report 2024 |
Page 53 |
• |
Organic revenue growth to be in the range of 5% to 6%; and |
• |
Adjusted EBITDA margin to be approximately 40%. |
Revenues |
||
Material assumptions |
Material risks |
|
|
• Uncertain macroeconomic and geopolitical conditions will continue to disrupt the economy and cause periods of volatility• Continued need for trusted products and services that help customers navigate evolving and complex legal, tax, accounting, regulatory, geopolitical and commercial changes, developments and environments, and for cloud-based digital tools that drive productivity• Continued ability to deliver innovative products that meet evolving customer demands• Acquisition of new customers through expanded and improved digital platforms, simplification of the product portfolio and through other sales initiatives• Improvement in customer retention through commercial simplification efforts and customer service improvements |
• Ongoing geopolitical and macroeconomic uncertainty continue to impact the global economy. The severity and duration of this uncertainty could lead to lower demand for our products and services (beyond our assumption that these disruptions will cause periods of volatility)• Uncertainty in the legal regulatory regime relating to AI. Potential future legislation may make it harder for us to conduct business using AI, lead to regulatory fines or penalties, require us to change product offerings or business practices, or prevent or limit our use of AI• Demand for our products and services could be reduced by changes in customer buying patterns, or our inability to execute on key product design or customer support initiatives• Competitive pricing actions and product innovation could impact our revenues• Our sales, commercial simplification and product design initiatives may be insufficient to retain customers or generate new sales |
|
Adjusted EBITDA margin |
||
Material assumptions |
Material risks |
|
|
• Our ability to achieve revenue growth targets• Business mix continues to shift to higher-growth product offerings• Integration expenses associated with recent acquisitions will reduce margins |
• Same as the risks above related to the revenue outlook• Higher than expected inflation may lead to greater than anticipated increase in labor costs, third-party supplier costs and costs of print materials• Acquisition and disposal activity may dilute adjusted EBITDA margin |
|
Free Cash Flow |
||
Material assumptions |
Material risks |
|
|
• Our ability to achieve our revenue and adjusted EBITDA margin targets• Accrued capital expenditures expected to approximate 8% of revenues in 2025 and 2026 |
• Same as the risks above related to the revenue and adjusted EBITDA margin outlook• A weaker macroeconomic environment could negatively impact working capital performance, including the ability of our customers to pay us• Accrued capital expenditures may be higher than currently expected• The timing and amount of tax payments to governments may differ from our expectations |
|
| Page 54 | Thomson Reuters Annual Report 2024 |
Effective tax rate on adjusted earnings |
||
Material assumptions |
Material risks |
|
|
• Our ability to achieve our adjusted EBITDA target• The mix of taxing jurisdictions where we recognized pre-tax profit or losses in 2024 does not significantly change in 2025 or 2026• Minimal changes in currently enacted tax laws and treaties within the jurisdictions where we operate• No significant charges or benefits from the finalization of prior tax years• Depreciation and amortization of internally developed computer software of $835 - $855 million in 2025• Interest expense of approximately $150 million in 2025 |
• Same as the risks above related to adjusted EBITDA• A material change in the geographical mix of our pre-tax profits and losses• A material change in current tax laws or treaties to which we are subject, and did not expect• Depreciation and amortization of internally developed computer software as well as interest expense may be significantly higher or lower than expected |
|
Thomson Reuters Annual Report 2024 |
Page 55 |
Year ended December 31, |
||||||||
(millions of U.S. dollars) |
2024 |
2023 |
||||||
Salaries and other benefits |
25 |
23 | ||||||
Share-based payments |
19 |
17 | ||||||
Total compensation |
44 |
40 | ||||||
• |
$500 million 3.35% Notes due 2026; |
• |
$500 million 5.85% Notes due 2040; |
• |
$119 million 4.50% Notes due 2043; |
• |
$350 million 5.65% Notes due 2043; and |
• |
$400 million 5.50% Debentures due 2035. |
| Page 56 | Thomson Reuters Annual Report 2024 |
• |
The consolidated income statement to be structured according to operating, investing and financing categories, and include additional subtotals for “Operating Profit” and “Profit Before Financing and Income Taxes”; |
• |
Management-defined performance measurements (MPM’s), which represent certain of our non-IFRS measures, to be identified, defined, and have an explanation why each one is useful. Each MPM must be reconciled to the most directly comparable IFRS subtotal. All disclosures related to MPM’s must be disclosed in a single footnote within the consolidated financial statements; and |
• |
The application of enhanced guidance related to the grouping of financial information associated with amounts presented within the financial statements, otherwise known as aggregation or disaggregation. |
• |
An election permitting derecognition of financial liabilities that are settled through an electronic payment system before the actual settlement date, if certain conditions are met; and |
• |
Expanded disclosures for (a) investments in equity instruments and (b) financial liabilities that have features unrelated to basic lending risks, such as achieving sustainability targets, that could affect the cash flows of those liabilities. |
Thomson Reuters Annual Report 2024 |
Page 57 |
| Page 58 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 59 |
How We Define It |
Why We Use It and Why It Is Useful to Investors |
Most Directly Comparable IFRS Measure |
||
Adjusted EBITDA and the related margin |
||||
|
Represents earnings or losses from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of computer software and other identifiable intangible assets, our share of
post-tax earnings or losses in equity method investments, other operating gains and losses, certain asset impairment charges and fair value adjustments, including those related to acquired deferred revenue.The related margin is adjusted EBITDA expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue. |
Provides a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose. Also represents a measure commonly reported and widely used by investors as a valuation metric, as well as to assess our ability to incur and service debt. |
Earnings from continuing operations | ||
Adjusted EBITDA less accrued capital expenditures and the related margin |
||||
|
Represents adjusted EBITDA less accrued capital expenditures, where accrued capital expenditures include amounts that remain unpaid at the reporting date. The related margin is adjusted EBITDA less accrued capital expenditures expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue. |
Provides a basis for evaluating the operating profitability and capital intensity of a business in a single measure. This measure captures investments regardless of whether they are expensed or capitalized, and reflects the basis on which management measures capital spending. | Earnings from continuing operations | ||
Accrued capital expenditures as a percentage of revenues |
||||
Accrued capital expenditures expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue. |
Reflects the basis on how we manage capital expenditures for internal budgeting purposes. | Capital expenditures | ||
| Page 60 | Thomson Reuters Annual Report 2024 |
How We Define It |
Why We Use It and Why It Is Useful to Investors |
Most Directly Comparable IFRS Measure |
||
Adjusted earnings and adjusted EPS |
||||
|
Net earnings or loss including dividends declared on preference shares but excluding the
post-tax impacts of fair value adjustments, including those related to acquired deferred revenue, amortization of acquired intangible assets (attributable to other identifiable intangible assets and acquired computer software), other operating gains and losses, certain asset impairment charges, other finance costs or income, our share of post-tax earnings or losses in equity method investments, discontinued operations and other items affecting comparability. Acquired intangible assets contribute to the generation of revenues from acquired companies, which are included in our computation of adjusted earnings.The
post-tax amount of each item is excluded from adjusted earnings based on the specific tax rules and tax rates associated with the nature and jurisdiction of each item.Adjusted EPS is calculated from adjusted earnings using diluted weighted-average shares and does not represent actual earnings or loss per share attributable to shareholders. |
Provides a more comparable basis to analyze earnings. These measures are commonly used by shareholders to measure performance. |
Net earnings and diluted EPS | ||
Effective tax rate on adjusted earnings |
||||
Adjusted tax expense divided by pre-tax adjusted earnings. Adjusted tax expense is computed as income tax (benefit) expense plus or minus the income tax impacts of all items impacting adjusted earnings (as described above), and other tax items impacting comparability. |
Provides a basis to analyze the effective tax rate associated with adjusted earnings. | Tax benefit (expense) | ||
In interim periods, we also make an adjustment to reflect income taxes based on the estimated full-year effective tax rate. Earnings or losses for interim periods under IFRS reflect income taxes based on the estimated effective tax rates of each of the jurisdictions in which we operate. The non-IFRS adjustment reallocates estimated full-year income taxes between interim periods but has no effect on full-year income taxes. |
Our effective tax rate computed in accordance with IFRS may be more volatile by quarter because the geographical mix of pre-tax profits and losses in interim periods may be different from that for the full year. Therefore, we believe that using the expected full-year effective tax rate provides more comparability among interim periods. |
|||
Thomson Reuters Annual Report 2024 |
Page 61 |
How We Define It |
Why We Use It and Why It Is Useful to Investors |
Most Directly Comparable IFRS Measure |
||
Net debt and leverage ratio of net debt to adjusted EBITDA |
||||
|
Net debt: Total indebtedness (excluding the associated unamortized transaction costs and premiums or discount) plus the currency related fair value of associated hedging instruments, and lease liabilities less cash and cash equivalents. |
Provides a commonly used measure of a company’s leverage. Given that we hedge some of our debt to reduce risk, we include hedging instruments as we believe it provides a better measure of the total obligation associated with our outstanding debt. However, because we intend to hold our debt and related hedges to maturity, we do not consider the interest components of the associated fair value of hedges in our measurements. We reduce gross indebtedness by cash and cash equivalents. |
Total debt (current indebtedness plus long-term indebtedness) | ||
|
Net debt to adjusted EBITDA: Net debt is divided by adjusted EBITDA for the previous twelve-month period ending with the current fiscal quarter. |
Provides a commonly used measure of a company’s ability to pay its debt. Our non-IFRS measure is aligned with the calculation of our internal target and is more conservative than the maximum ratio allowed under the contractual covenants in our credit facility. |
For adjusted EBITDA, refer to the definition above for the most directly comparable IFRS measure | ||
Free cash flow |
||||
Net cash provided by operating activities and other investing activities, less capital expenditures, payments of lease principal and dividends paid on our preference shares. |
Helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common dividends and fund share repurchases and acquisitions. | Net cash provided by operating activities | ||
Return on invested capital (ROIC) |
||||
Adjusted operating profit (operating profit excluding amortization of acquired intangible assets attributable to other identifiable intangible assets and acquired computer software, other operating gains and losses, and fair value adjustments) less net taxes paid expressed as a percentage of the average adjusted invested capital during the period. |
Provides a measure of how efficiently we allocate resources to profitable activities and is indicative of our ability to create value for our shareholders. | IFRS does not require a measure comparable to ROIC. Refer to our calculation of ROIC in Appendix C for a reconciliation of the components in the calculation to the most directly comparable IFRS measure. | ||
Changes before the impact of foreign currency or at “constant currency” |
||||
|
Applicable measures where changes are reported before the impact of foreign currency or at “constant currency” IFRS Measures: • Revenues• Operating expensesNon-IFRS Measures and ratios:• Adjusted EBITDA and adjusted EBITDA margin• Adjusted EPSOur reporting currency is the U.S. dollar. However, we conduct activities in currencies other than the U.S. dollar. We measure our performance before the impact of foreign currency (or at “constant currency” or excluding the effects of currency), which is determined by converting the current and equivalent prior period’s local currency results using the same foreign currency exchange rate. |
Provides better comparability of business trends from period to period. | For each non-IFRS measure and ratio, refer to the definitions above for the most directly comparable IFRS measure. |
||
| Page 62 | Thomson Reuters Annual Report 2024 |
How We Define It |
Why We Use It and Why It Is Useful to Investors |
Most Directly Comparable IFRS Measure |
||
Changes in revenues computed on an “organic” basis |
||||
|
Represent changes in revenues of our existing businesses at constant currency. The metric excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods. • For acquisitions, we calculate organic growth as though we had owned the acquired business in both periods. We compare revenues for the acquired business for the period we owned the business to the same prior-year period revenues for that business, when we did not own it. |
Provides further insight into the performance of our existing businesses by excluding distortive impacts and serves as a better measure of our ability to grow our business over the long term. | Revenues | ||
• For dispositions, we calculate organic growth only for the time we owned the business in the current period, compared to the same period in the prior year. |
||||
“Big 3” segments |
||||
Our combined Legal Professionals, Corporates and Tax & Accounting Professionals segments. All measures reported for the “Big 3” segments are non-IFRS financial measures. |
The “Big 3” segments comprised 82% of revenues in 2024 and represent the core of our business information service product offerings. |
Revenues Earnings from continuing operations |
||
Thomson Reuters Annual Report 2024 |
Page 63 |
Three months ended December 31, |
Year ended December 31, |
|||||||||||||||
(millions of U.S. dollars, except margins) |
2024 |
2023 |
2024 |
2023 |
||||||||||||
Earnings from continuing operations |
607 |
650 | 2,192 |
2,646 | ||||||||||||
Adjustments to remove: |
||||||||||||||||
Tax expense (benefit) |
135 |
20 | (123) |
417 | ||||||||||||
Other finance (income) costs |
(53) |
117 | (45) |
192 | ||||||||||||
Net interest expense |
28 |
31 | 125 |
152 | ||||||||||||
Amortization of other identifiable intangible assets |
22 |
25 | 91 |
97 | ||||||||||||
Amortization of computer software |
160 |
135 | 618 |
512 | ||||||||||||
Depreciation |
26 |
29 | 113 |
116 | ||||||||||||
EBITDA |
925 |
1,007 | 2,971 |
4,132 | ||||||||||||
Adjustments to remove: |
||||||||||||||||
Share of post-tax losses (earnings) in equity method investments |
5 |
(260) | (40) |
(1,075) | ||||||||||||
Other operating gains, net |
(204) |
(44) | (144) |
(397) | ||||||||||||
Fair value adjustments (1)
|
(8) |
4 | (8) |
18 | ||||||||||||
Adjusted EBITDA |
718 |
707 | 2,779 |
2,678 | ||||||||||||
Deduct: Accrued capital expenditures |
(172) |
(153) | (609) |
(532) | ||||||||||||
Adjusted EBITDA less accrued capital expenditures |
546 |
554 | 2,170 |
2,146 | ||||||||||||
Adjusted EBITDA margin |
37.6% |
38.9% | 38.2% |
39.3% | ||||||||||||
Adjusted EBITDA less accrued capital expenditures margin |
28.6% |
30.5% | 29.9% |
31.5% | ||||||||||||
| (1) | Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business, a component of operating expenses, as well as adjustments related to acquired deferred revenue. |
Three months ended December 31, |
Year ended December 31, |
|||||||||||||||
(millions of U.S. dollars) |
2024 |
2023 |
2024 |
2023 |
||||||||||||
Capital expenditures |
161 |
132 | 607 |
544 | ||||||||||||
Remove: IFRS adjustment to cash basis |
11 |
21 | 2 |
(12) | ||||||||||||
Accrued capital expenditures |
172 |
153 | 609 |
532 | ||||||||||||
Accrued capital expenditures as a percentage of revenues |
n/a |
n/a | 8.4% |
7.8% | ||||||||||||
| Page 64 | Thomson Reuters Annual Report 2024 |
Three months ended December 31, |
Year ended December 31, |
|||||||||||||||
|
(millions of U.S. dollars, except per share
amounts and share data)
|
2024 |
2023 |
2024 |
2023 |
||||||||||||
Net earnings |
587 |
678 | 2,207 |
2,695 | ||||||||||||
Adjustments to remove: |
||||||||||||||||
Fair value adjustments (1)
|
(8) |
4 | (8) |
18 | ||||||||||||
Amortization of acquired computer software |
38 |
24 | 147 |
72 | ||||||||||||
Amortization of other identifiable intangible assets |
22 |
25 | 91 |
97 | ||||||||||||
Other operating gains, net |
(204) |
(44) | (144) |
(397) | ||||||||||||
Interest benefit impacting comparability (2)(3)
|
- |
- | - |
(12) | ||||||||||||
Other finance (income) costs |
(53) |
117 | (45) |
192 | ||||||||||||
Share of post-tax losses (earnings) in equity method investments |
5 |
(260) | (40) |
(1,075) | ||||||||||||
Tax on above items (3)
|
36 |
38 | (9) |
265 | ||||||||||||
Tax items impacting comparability (2)(3)
|
5 |
(108) | (478) |
(172) | ||||||||||||
Loss (earnings) loss from discontinued operations, net of tax |
20 |
(28) | (15) |
(49) | ||||||||||||
Interim period effective tax rate normalization (3)
|
7 |
1 | - |
- | ||||||||||||
Dividends declared on preference shares |
(1) |
(1) | (5) |
(5) | ||||||||||||
Adjusted earnings (4)
|
454 |
446 | 1,701 |
1,629 | ||||||||||||
Adjusted EPS (4)
|
$1.01 |
$0.98 | $3.77 |
$3.51 | ||||||||||||
Diluted weighted-average common shares (millions) |
450.6 |
455.2 | 451.2 |
464.0 | ||||||||||||
| (1) | Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business, a component of operating expenses, as well as adjustments related to acquired deferred revenue. |
| (2) | In 2023, relates to the release of tax and interest reserves due to the expiration of statutes of limitation. |
| (3) | See the “Results of Operations -Tax (benefit) expense” section of this management’s discussion and analysis for additional information. |
| (4) | The adjusted earnings impact of non-controlling interests, which was applicable only to the year ended December 31, 2024, was not material. |
Year ended December 31, |
||||||||
(millions of U.S. dollars, except percentages) |
2024 |
2023 |
||||||
Adjusted earnings |
1,701 |
1,629 |
||||||
| Plus: Dividends declared on preference shares | 5 | 5 | ||||||
| Plus: Tax expense on adjusted earnings | 364 | 324 | ||||||
Pre-tax adjusted earnings |
2,070 |
1,958 |
||||||
IFRS tax (benefit) expense |
(123) |
417 |
||||||
| Remove tax related to: | ||||||||
Amortization of acquired computer software |
33 | 17 | ||||||
Amortization of other identifiable intangible assets |
22 | 22 | ||||||
Share of post-tax earnings in equity method investments |
(7) | (253) | ||||||
Other finance (income) costs |
19 | 31 | ||||||
Other operating gains, net |
(56) | (81) | ||||||
Other items |
(2) | (1) | ||||||
Subtotal - Remove tax benefit (expense) on pre-tax items removed from adjusted earnings |
9 | (265) | ||||||
| Remove: Tax items impacting comparability | 478 | 172 | ||||||
| Total - Remove all items impacting comparability | 487 | (93) | ||||||
Tax expense on adjusted earnings |
364 |
324 |
||||||
Effective tax rate on adjusted earnings |
17.6% |
16.5% |
||||||
Thomson Reuters Annual Report 2024 |
Page 65 |
Three months ended December 31, |
Year ended December 31, |
|||||||||||||||
(millions of U.S. dollars) |
2024 |
2023 |
2024 |
2023 |
||||||||||||
Net cash provided by operating activities |
564 |
705 | 2,457 |
2,341 | ||||||||||||
Capital expenditures |
(161) |
(132) | (607) |
(544) | ||||||||||||
Other investing activities |
40 |
55 | 46 |
137 | ||||||||||||
Payments of lease principal |
(17) |
(14) | (63) |
(58) | ||||||||||||
Dividends paid on preference shares |
(1) |
(1) | (5) |
(5) | ||||||||||||
Free cash flow |
425 |
613 | 1,828 |
1,871 | ||||||||||||
December 31, |
||||||||
(millions of U.S. dollars) |
2024 |
2023 |
||||||
Current indebtedness |
973 |
372 | ||||||
Long-term indebtedness |
1,847 |
2,905 | ||||||
Total debt |
2,820 |
3,277 | ||||||
Swaps |
21 |
(65) | ||||||
Total debt after swaps |
2,841 |
3,212 | ||||||
Remove fair value adjustments for hedges (1)
|
5 |
2 | ||||||
Total debt after currency hedging arrangements |
2,846 |
3,214 | ||||||
Remove transaction costs, premiums or discounts included in the carrying value of debt |
22 |
26 | ||||||
Add: Lease liabilities (current and non-current)
|
256 |
265 | ||||||
Less: Cash and cash equivalents (2)
|
(1,968) |
(1,298) | ||||||
Net debt |
1,156 |
2,207 | ||||||
Leverage ratio of net debt to adjusted EBITDA |
||||||||
Adjusted EBITDA |
2,779 |
2,678 | ||||||
Net debt/adjusted EBITDA |
0.4:1 |
0.8:1 | ||||||
| (1) | Represents the interest-related fair value component of hedging instruments that are removed to reflect net cash outflow upon maturity. |
| (2) | Includes cash and cash equivalents of $115 million and $100 million as of December 31, 2024 and 2023, respectively, held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and are therefore not available for general use by our company. |
| Page 66 | Thomson Reuters Annual Report 2024 |
Three months ended December 31, |
||||||||||||||||||||||||||||
Change |
||||||||||||||||||||||||||||
(millions of U.S. dollars) |
2024 |
2023 |
Total |
Foreign Currency |
Subtotal Constant Currency |
Acquisitions/ Divestitures |
Organic |
|||||||||||||||||||||
Revenues
|
||||||||||||||||||||||||||||
Legal Professionals |
729 |
700 |
4% |
- |
4% |
(4%) |
7% |
|||||||||||||||||||||
Corporates |
458 |
402 |
14% |
(1%) |
15% |
5% |
10% |
|||||||||||||||||||||
Tax & Accounting Professionals |
366 |
344 |
6% |
- |
7% |
- |
7% |
|||||||||||||||||||||
“Big 3” Segments Combined |
1,553 |
1,446 |
7% |
- |
7% |
(1%) |
8% |
|||||||||||||||||||||
Reuters News |
218 |
220 |
(1%) |
- |
(1%) |
1% |
(3%) |
|||||||||||||||||||||
Global Print |
144 |
154 |
(6%) |
- |
(6%) |
- |
(6%) |
|||||||||||||||||||||
Eliminations/Rounding |
(6) |
(5) |
||||||||||||||||||||||||||
Total revenues |
1,909 |
1,815 |
5% |
- |
5% |
- |
5% |
|||||||||||||||||||||
Recurring Revenues
|
||||||||||||||||||||||||||||
Legal Professionals |
707 |
674 |
5% |
- |
4% |
(4%) |
8% |
|||||||||||||||||||||
Corporates |
401 |
358 |
12% |
- |
13% |
3% |
10% |
|||||||||||||||||||||
Tax & Accounting Professionals |
319 |
305 |
4% |
(1%) |
5% |
- |
5% |
|||||||||||||||||||||
“Big 3” Segments Combined |
1,427 |
1,337 |
7% |
- |
7% |
(1%) |
8% |
|||||||||||||||||||||
Reuters News |
173 |
157 |
10% |
- |
10% |
2% |
8% |
|||||||||||||||||||||
Eliminations/Rounding |
(6) |
(5) |
||||||||||||||||||||||||||
Total recurring revenues |
1,594 |
1,489 |
7% |
- |
7% |
(1%) |
8% |
|||||||||||||||||||||
Transactions Revenues
|
||||||||||||||||||||||||||||
Legal Professionals |
22 |
26 |
(11%) |
(1%) |
(10%) |
(5%) |
(4%) |
|||||||||||||||||||||
Corporates |
57 |
44 |
25% |
(3%) |
28% |
17% |
12% |
|||||||||||||||||||||
Tax & Accounting Professionals |
47 |
39 |
22% |
1% |
21% |
- |
21% |
|||||||||||||||||||||
“Big 3” Segments Combined |
126 |
109 |
16% |
(1%) |
17% |
5% |
11% |
|||||||||||||||||||||
Reuters News |
45 |
63 |
(29%) |
1% |
(29%) |
1% |
(30%) |
|||||||||||||||||||||
Total transactions revenues |
171 |
172 |
(1%) |
(1%) |
- |
3% |
(4%) |
|||||||||||||||||||||
Year ended December 31, |
||||||||||||||||||||||||||||
Change |
||||||||||||||||||||||||||||
(millions of U.S. dollars) |
2024 |
2023 |
Total |
Foreign Currency |
Subtotal Constant Currency |
Acquisitions/ Divestitures |
Organic |
|||||||||||||||||||||
Revenues
|
||||||||||||||||||||||||||||
Legal Professionals |
2,922 |
2,807 |
4% |
- |
4% |
(3%) |
7% |
|||||||||||||||||||||
Corporates |
1,844 |
1,620 |
14% |
- |
14% |
4% |
10% |
|||||||||||||||||||||
Tax & Accounting Professionals |
1,165 |
1,058 |
10% |
(1%) |
11% |
1% |
10% |
|||||||||||||||||||||
“Big 3” Segments Combined |
5,931 |
5,485 |
8% |
- |
8% |
- |
9% |
|||||||||||||||||||||
Reuters News |
832 |
769 |
8% |
- |
8% |
2% |
6% |
|||||||||||||||||||||
Global Print |
519 |
562 |
(8%) |
- |
(7%) |
- |
(7%) |
|||||||||||||||||||||
Eliminations/Rounding |
(24) |
(22) |
||||||||||||||||||||||||||
Total revenues |
7,258 |
6,794 |
7% |
- |
7% |
- |
7% |
|||||||||||||||||||||
Recurring Revenues
|
||||||||||||||||||||||||||||
Legal Professionals |
2,828 |
2,674 |
6% |
- |
6% |
(2%) |
8% |
|||||||||||||||||||||
Corporates |
1,543 |
1,373 |
12% |
- |
13% |
3% |
10% |
|||||||||||||||||||||
Tax & Accounting Professionals |
867 |
808 |
7% |
(2%) |
9% |
- |
9% |
|||||||||||||||||||||
“Big 3” Segments Combined |
5,238 |
4,855 |
8% |
- |
8% |
- |
9% |
|||||||||||||||||||||
Reuters News |
668 |
625 |
7% |
(1%) |
7% |
2% |
5% |
|||||||||||||||||||||
Eliminations/Rounding |
(24) |
(22) |
||||||||||||||||||||||||||
Total recurring revenues |
5,882 |
5,458 |
8% |
- |
8% |
- |
8% |
|||||||||||||||||||||
Transactions Revenues
|
||||||||||||||||||||||||||||
Legal Professionals |
94 |
133 |
(29%) |
(2%) |
(28%) |
(25%) |
(2%) |
|||||||||||||||||||||
Corporates |
301 |
247 |
22% |
(1%) |
22% |
11% |
11% |
|||||||||||||||||||||
Tax & Accounting Professionals |
298 |
250 |
19% |
- |
19% |
5% |
14% |
|||||||||||||||||||||
“Big 3” Segments Combined |
693 |
630 |
10% |
(1%) |
11% |
- |
10% |
|||||||||||||||||||||
Reuters News |
164 |
144 |
14% |
1% |
13% |
4% |
9% |
|||||||||||||||||||||
Total transactions revenues |
857 |
774 |
11% |
(1%) |
11% |
1% |
10% |
|||||||||||||||||||||
Thomson Reuters Annual Report 2024 |
Page 67 |
Three months ended December 31, |
||||||||||||||||||||
Change |
||||||||||||||||||||
(millions of U.S. dollars, except margins and per share amounts) |
2024 |
2023 |
Total |
Foreign Currency |
Constant Currency |
|||||||||||||||
Adjusted EBITDA
|
||||||||||||||||||||
Legal Professionals |
299 |
298 |
- |
2% |
(1%) |
|||||||||||||||
Corporates |
153 |
138 |
11% |
2% |
8% |
|||||||||||||||
Tax & Accounting Professionals |
196 |
188 |
4% |
(1%) |
5% |
|||||||||||||||
“Big 3” Segments Combined |
648 |
624 |
4% |
1% |
3% |
|||||||||||||||
Reuters News |
45 |
61 |
(26%) |
(1%) |
(26%) |
|||||||||||||||
Global Print |
55 |
55 |
(1%) |
- |
(1%) |
|||||||||||||||
Corporate costs |
(30) |
(33) |
n/a |
n/a |
n/a |
|||||||||||||||
Adjusted EBITDA |
718 |
707 |
2% |
1% |
1% |
|||||||||||||||
Adjusted EBITDA margin
|
||||||||||||||||||||
Legal Professionals |
41.0% |
42.5% |
(150)bp |
50bp |
(200)bp |
|||||||||||||||
Corporates |
33.5% |
34.5% |
(100)bp |
90bp |
(190)bp |
|||||||||||||||
Tax & Accounting Professionals |
53.4% |
54.6% |
(120)bp |
(30)bp |
(90)bp |
|||||||||||||||
“Big 3” Segments Combined |
41.7% |
43.1% |
(140)bp |
50bp |
(190)bp |
|||||||||||||||
Reuters News |
20.8% |
27.9% |
(710)bp |
(40)bp |
(670)bp |
|||||||||||||||
Global Print |
38.2% |
36.4% |
180bp |
(10)bp |
190bp |
|||||||||||||||
Adjusted EBITDA margin |
37.6% |
38.9% |
(130)bp |
30bp |
(160)bp |
|||||||||||||||
Operating expenses |
1,183 |
1,112 |
6% |
(2%) |
8% |
|||||||||||||||
Adjusted EPS |
$1.01 |
$0.98 |
3% |
2% |
1% |
|||||||||||||||
Year ended December 31, |
||||||||||||||||||||
Change |
||||||||||||||||||||
(millions of U.S. dollars, except margins and per share amounts) |
2024 |
2023 |
Total |
Foreign Currency |
Constant Currency |
|||||||||||||||
Adjusted EBITDA
|
||||||||||||||||||||
Legal Professionals |
1,302 |
1,299 |
- |
- |
- |
|||||||||||||||
Corporates |
671 |
619 |
8% |
1% |
8% |
|||||||||||||||
Tax & Accounting Professionals |
527 |
490 |
8% |
(1%) |
9% |
|||||||||||||||
“Big 3” Segments Combined |
2,500 |
2,408 |
4% |
- |
4% |
|||||||||||||||
Reuters News |
196 |
172 |
14% |
(2%) |
16% |
|||||||||||||||
Global Print |
188 |
213 |
(12%) |
- |
(12%) |
|||||||||||||||
Corporate costs |
(105) |
(115) |
n/a |
n/a |
n/a |
|||||||||||||||
Adjusted EBITDA |
2,779 |
2,678 |
4% |
- |
4% |
|||||||||||||||
Adjusted EBITDA margin
|
||||||||||||||||||||
Legal Professionals |
44.6% |
46.2% |
(160)bp |
20bp |
(180)bp |
|||||||||||||||
Corporates |
36.3% |
38.1% |
(180)bp |
40bp |
(220)bp |
|||||||||||||||
Tax & Accounting Professionals |
45.2% |
45.8% |
(60)bp |
(10)bp |
(50)bp |
|||||||||||||||
“Big 3” Segments Combined |
42.1% |
43.8% |
(170)bp |
10bp |
(180)bp |
|||||||||||||||
Reuters News |
23.6% |
22.4% |
120bp |
(30)bp |
150bp |
|||||||||||||||
Global Print |
36.2% |
38.0% |
(180)bp |
- |
(180)bp |
|||||||||||||||
Adjusted EBITDA margin |
38.2% |
39.3% |
(110)bp |
20bp |
(130)bp |
|||||||||||||||
Operating expenses |
4,471 |
4,134 |
8% |
(1%) |
9% |
|||||||||||||||
Adjusted EPS |
$3.77 |
$3.51 |
7% |
1% |
7% |
|||||||||||||||
| Page 68 | Thomson Reuters Annual Report 2024 |
Three months ended December 31, 2024 |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
IFRS revenues |
Remove fair value adjustments to acquired deferred revenue |
Revenues excluding fair value adjustments to acquired deferred revenue |
Adjusted EBITDA |
Adjusted EBITDA margin |
|||||||||||||||
Revenues
|
||||||||||||||||||||
Legal Professionals |
729 |
- |
729 |
299 |
41.0% |
|||||||||||||||
Corporates |
458 |
1 |
459 |
153 |
33.5% |
|||||||||||||||
Tax & Accounting Professionals |
366 |
- |
366 |
196 |
53.4% |
|||||||||||||||
“Big 3” Segments Combined |
1,553 |
1 |
1,554 |
648 |
41.7% |
|||||||||||||||
Reuters News |
218 |
- |
218 |
45 |
20.8% |
|||||||||||||||
Global Print |
144 |
- |
144 |
55 |
38.2% |
|||||||||||||||
Eliminations/Rounding |
(6) |
- |
(6) |
- |
n/a |
|||||||||||||||
Corporate costs |
- |
- |
- |
(30) |
n/a |
|||||||||||||||
Consolidated totals |
1,909 |
1 |
1,910 |
718 |
37.6% |
|||||||||||||||
Year ended December 31, 2024 |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
IFRS revenues |
Remove fair value adjustments to acquired deferred revenue |
Revenues excluding fair value adjustments to acquired deferred revenue |
Adjusted EBITDA |
Adjusted EBITDA margin |
|||||||||||||||
Revenues
|
||||||||||||||||||||
Legal Professionals |
2,922 |
1 |
2,923 |
1,302 |
44.6% |
|||||||||||||||
Corporates |
1,844 |
6 |
1,850 |
671 |
36.3% |
|||||||||||||||
Tax & Accounting Professionals |
1,165 |
- |
1,165 |
527 |
45.2% |
|||||||||||||||
“Big 3” Segments Combined |
5,931 |
7 |
5,938 |
2,500 |
42.1% |
|||||||||||||||
Reuters News |
832 |
2 |
834 |
196 |
23.6% |
|||||||||||||||
Global Print |
519 |
- |
519 |
188 |
36.2% |
|||||||||||||||
Eliminations/Rounding |
(24) |
- |
(24) |
- |
n/a |
|||||||||||||||
Corporate costs |
- |
- |
- |
(105) |
n/a |
|||||||||||||||
Consolidated totals |
7,258 |
9 |
7,267 |
2,779 |
38.2% |
|||||||||||||||
Three months ended December 31, 2023 |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
IFRS revenues |
Remove fair value adjustments to acquired deferred revenue |
Revenues excluding fair value adjustments to acquired deferred revenue |
Adjusted EBITDA |
Adjusted EBITDA margin |
|||||||||||||||
Revenues
|
||||||||||||||||||||
Legal Professionals |
700 | 1 | 701 | 298 | 42.5% | |||||||||||||||
Corporates |
402 | - | 402 | 138 | 34.5% | |||||||||||||||
Tax & Accounting Professionals |
344 | - | 344 | 188 | 54.6% | |||||||||||||||
“Big 3” Segments Combined |
1,446 | 1 | 1,447 | 624 | 43.1% | |||||||||||||||
Reuters News |
220 | - | 220 | 61 | 27.9% | |||||||||||||||
Global Print |
154 | - | 154 | 55 | 36.4% | |||||||||||||||
Eliminations/Rounding |
(5) | - | (5) | - | n/a | |||||||||||||||
Corporate costs |
- | - | - | (33) | n/a | |||||||||||||||
Consolidated totals |
1,815 | 1 | 1,816 | 707 | 38.9% | |||||||||||||||
Year ended December 31, 2023 |
||||||||||||||||||||
(millions of U.S. dollars, except margins) |
IFRS revenues |
Remove fair value adjustments to acquired deferred revenue |
Revenues excluding fair value adjustments to acquired deferred revenue |
Adjusted EBITDA |
Adjusted EBITDA margin |
|||||||||||||||
Revenues
|
||||||||||||||||||||
Legal Professionals |
2,807 | 1 | 2,808 | 1,299 | 46.2% | |||||||||||||||
Corporates |
1,620 | 3 | 1,623 | 619 | 38.1% | |||||||||||||||
Tax & Accounting Professionals |
1,058 | 11 | 1,069 | 490 | 45.8% | |||||||||||||||
“Big 3” Segments Combined |
5,485 | 15 | 5,500 | 2,408 | 43.8% | |||||||||||||||
Reuters News |
769 | 1 | 770 | 172 | 22.4% | |||||||||||||||
Global Print |
562 | - | 562 | 213 | 38.0% | |||||||||||||||
Eliminations/Rounding |
(22) | - | (22) | - | n/a | |||||||||||||||
Corporate costs |
- | - | - | (115) | n/a | |||||||||||||||
Consolidated totals |
6,794 | 16 | 6,810 | 2,678 | 39.3% | |||||||||||||||
Thomson Reuters Annual Report 2024 |
Page 69 |
For the years ended and as of December 31, |
||||||
(millions of U.S. dollars) |
2024 |
2023 |
||||
Calculation of adjusted operating profit after taxes |
||||||
| Operating profit | 2,109 |
2,332 | ||||
| Adjustments to remove: | ||||||
| Amortization of acquired computer software | 147 |
72 | ||||
| Amortization of other identifiable intangible assets | 91 |
97 | ||||
| Fair value adjustments | (8) |
18 | ||||
| Other operating gains, net | (144) |
(397) | ||||
| Adjusted operating profit – continuing operations | 2,195 |
2,122 | ||||
| Net cash taxes paid on continuing operations | (234) |
(163) | ||||
|
Post-tax adjusted operating profit- continuing operations |
1,961 |
1,959 | ||||
| Post–tax adjusted operating loss- discontinued operations (1)
|
(4) |
(5) | ||||
| Consolidated post-tax adjusted operating profit |
1,957 |
1,954 | ||||
Calculation of invested capital |
||||||
| Trade and other receivables | 1,087 |
1,122 | ||||
| Prepaid expenses and other current assets | 400 |
435 | ||||
| Property and equipment, net | 386 |
447 | ||||
| Computer software (excludes accumulated amortization of acquired software) (2)
|
1,857 |
1,492 | ||||
| Other identifiable intangible assets (excludes accumulated amortization) | 5,957 |
5,942 | ||||
| Goodwill (3)
|
6,195 |
5,685 | ||||
| Payables, accruals and provisions | (1,091) |
(1,114) | ||||
| Current tax liabilities | (197) |
(248) | ||||
| Deferred revenue | (1,062) |
(992) | ||||
Total invested capital (4)
|
13,532 |
12,769 | ||||
| Average invested capital |
13,151 |
12,109 | ||||
Return on invested capital |
14.9% |
16.1% | ||||
| (1) | Excludes $8 million of other operating gains and $11 million related to the release of tax and interest reserves in 2024 (2023 - $54 million of other operating gains) from discontinued operations. |
| (2) | Computer software excludes accumulated amortization of acquired software of $404 million and $256 million in 2024 and 2023, respectively. |
| (3) | Goodwill excludes deferred tax impacts of $1,067 million and $1,034 million in 2024 and 2023, respectively, arising from acquisition accounting. |
| (4) | Invested capital excludes other financial assets and liabilities, including cash, debt and lease liabilities, equity method investments, other non-current assets, deferred taxes, and provisions and other non-current liabilities. |
| Page 70 | Thomson Reuters Annual Report 2024 |
• |
Most critical estimates and assumptions in determining the value of assets and liabilities; and |
• |
Most critical judgments in applying accounting policies. |
Thomson Reuters Annual Report 2024 |
Page 71 |
| Page 72 | Thomson Reuters Annual Report 2024 |
Cash-Generating Unit |
Perpetual growth rate
(1)
|
Discount rate |
Tax rate |
|||
| Legal Professionals | 2.5% | 11.0% | 26.6% | |||
| Corporates | 2.5% | 11.0% | 26.8% | |||
| Tax & Accounting Professionals | 3.0% | 11.5% | 27.6% | |||
| Reuters News | 2.5% | 13.0% | 25.0% | |||
| Global Print | (5.5%) | 11.5% | 26.8% | |||
| (1) | The perpetual growth rate is applied to the final year of cash flow projections. |
• |
TRGP: Pri-2012/MP-2021 |
• |
TTC plan: SAPS S3 Light Tables with allowances for plan demographic specifics and longevity improvements. |
Thomson Reuters Annual Report 2024 |
Page 73 |
| Page 74 | Thomson Reuters Annual Report 2024 |
For the years ended and as of December 31, |
||||||||||||
(millions of U.S. dollars, except per share amounts) |
2024 |
2023
|
2022 |
|||||||||
IFRS Consolidated Income Statement Data |
||||||||||||
Revenues |
7,258 |
6,794 | 6,627 | |||||||||
Operating profit |
2,109 |
2,332 | 1,834 | |||||||||
Earnings from continuing operations |
2,192 |
2,646 | 1,391 | |||||||||
Earnings (loss) from discontinued operations, net of tax |
15 |
49 | (53) | |||||||||
Net earnings |
2,207 |
2,695 | 1,338 | |||||||||
Earnings attributable to common shareholders |
2,210 |
2,695 | 1,338 | |||||||||
Loss attributable to non-controlling interests |
(3) |
- | - | |||||||||
Basic earnings per share from continuing operations |
$4.86 |
$5.70 | $2.87 | |||||||||
Basic earnings (loss) per share from discontinued operations |
$0.03 |
$0.11 | $(0.11) | |||||||||
Basic earnings per share |
$4.89 |
$5.81 | $2.76 | |||||||||
Diluted earnings per share from continuing operations |
$4.85 |
$5.69 | $2.86 | |||||||||
Diluted earnings (loss) per share from discontinued operations |
$0.04 |
$0.11 | $(0.11) | |||||||||
Diluted earnings per share |
$4.89 |
$5.80 | $2.75 | |||||||||
IFRS Consolidated Statement of Financial Position Data: |
||||||||||||
Total assets |
18,437 |
18,684 | 21,711 | |||||||||
Total long-term financial liabilities (1)
|
2,079 |
3,142 | 3,347 | |||||||||
Dividend Data: |
||||||||||||
Dividends per Thomson Reuters Corporation common share (US$) |
$2.16 |
$1.96 | $1.78 | |||||||||
Dividends per Thomson Reuters Corporation Series II preference share (C$) |
C$1.19 |
C$1.21 | C$0.71 | |||||||||
| (1) | Comprised of “Long-term indebtedness” and “Other financial liabilities – non-current”. |
Thomson Reuters Annual Report 2024 |
Page 75 |
Quarters ended |
||||||||||||||||||||||||||||||||
|
(millions of U.S. dollars, except per share amounts) |
December 31, 2024 |
September 30, 2024 |
June 30, 2024 |
March 31, 2024 |
December 31, 2023 |
September 30, 2023 |
June 30, 2023 |
March 31, 2023 |
||||||||||||||||||||||||
Revenues |
1,909 |
1,724 |
1,740 |
1,885 |
1,815 | 1,594 | 1,647 | 1,738 | ||||||||||||||||||||||||
Operating profit |
722 |
415 |
415 |
557 |
558 | 441 | 825 | 508 | ||||||||||||||||||||||||
Earnings from continuing operations |
607 |
277 |
844 |
464 |
650 | 370 | 889 | 737 | ||||||||||||||||||||||||
(Loss) earnings from discontinued operations, net of tax |
(20) |
24 |
(3) |
14 |
28 | (3) | 5 | 19 | ||||||||||||||||||||||||
Net earnings |
587 |
301 |
841 |
478 |
678 | 367 | 894 | 756 | ||||||||||||||||||||||||
Earnings (loss) attributable to |
||||||||||||||||||||||||||||||||
Common shareholders |
587 |
301 |
841 |
481 |
678 | 367 | 894 | 756 | ||||||||||||||||||||||||
Non-controlling interests |
- |
- |
- |
(3) |
- | - | - | - | ||||||||||||||||||||||||
Basic earnings (loss) per share |
||||||||||||||||||||||||||||||||
From continuing operations |
$1.35 |
$0.61 |
$1.87 |
$1.03 |
$1.43 | $0.81 | $1.89 | $1.56 | ||||||||||||||||||||||||
From discontinued operations |
(0.05) |
0.06 |
(0.01) |
0.03 |
0.06 | (0.01) | 0.01 | 0.04 | ||||||||||||||||||||||||
$1.30 |
$0.67 |
$1.86 |
$1.06 |
$1.49 | $0.80 | $1.90 | $1.60 | |||||||||||||||||||||||||
Diluted earnings (loss) per share |
||||||||||||||||||||||||||||||||
From continuing operations |
$1.34 |
$0.61 |
$1.87 |
$1.03 |
$1.43 | $0.81 | $1.89 | $1.55 | ||||||||||||||||||||||||
From discontinued operations |
(0.04) |
0.06 |
(0.01) |
0.03 |
0.06 | (0.01) | 0.01 | 0.04 | ||||||||||||||||||||||||
$1.30 |
$0.67 |
$1.86 |
$1.06 |
$1.49 | $0.80 | $1.90 | $1.59 | |||||||||||||||||||||||||
| Page 76 | Thomson Reuters Annual Report 2024 |
• |
Parent – Thomson Reuters Corporation, the direct or indirect owner of all of its subsidiaries |
• |
Subsidiary Issuer – TR Finance LLC |
• |
Subsidiary Guarantors on a combined basis |
• |
Non-Guarantor Subsidiaries – Other subsidiaries of Thomson Reuters Corporation on a combined basis that will not guarantee TR Finance LLC debt securities |
• |
Eliminations – Consolidating adjustments |
• |
Thomson Reuters on a consolidated basis |
• |
Thomson Reuters Applications Inc., which operates part of the Company’s Legal Professionals, Tax & Accounting Professionals and Corporates businesses; |
• |
Thomson Reuters (Tax & Accounting) Inc., which operates part of the Company’s Tax & Accounting Professionals and Corporates businesses; and |
• |
West Publishing Corporation, which operates part of the Company’s Legal Professionals, Corporates and Global Print businesses. |
Thomson Reuters Annual Report 2024 |
Page 77 |
Year ended December 31, 2024 |
||||||||||||||||||||||||
(millions of U.S. dollars) |
Parent |
Subsidiary Issuer |
Subsidiary Guarantors |
Non-
Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||||
CONTINUING OPERATIONS |
||||||||||||||||||||||||
Revenues |
- |
- |
2,122 |
5,679 |
(543) |
7,258 |
||||||||||||||||||
Operating expenses |
(15) |
- |
(1,575) |
(3,424) |
543 |
(4,471) |
||||||||||||||||||
Depreciation |
- |
- |
(36) |
(77) |
- |
(113) |
||||||||||||||||||
Amortization of computer software |
- |
- |
(16) |
(602) |
- |
(618) |
||||||||||||||||||
Amortization of other identifiable intangible assets |
- |
- |
(40) |
(51) |
- |
(91) |
||||||||||||||||||
Other operating (losses) gains, net |
(1) |
- |
56 |
89 |
- |
144 |
||||||||||||||||||
Operating (loss) profit |
(16) |
- |
511 |
1,614 |
- |
2,109 |
||||||||||||||||||
Finance (costs) income, net: |
||||||||||||||||||||||||
Net interest (expense) income |
(137) |
- |
6 |
6 |
- |
(125) |
||||||||||||||||||
Other finance (costs) income |
(30) |
- |
1 |
74 |
- |
45 |
||||||||||||||||||
Intercompany net interest income (expense) |
116 |
- |
(59) |
(57) |
- |
- |
||||||||||||||||||
(Loss) income before tax and equity method investments |
(67) |
- |
459 |
1,637 |
- |
2,029 |
||||||||||||||||||
Share of post-tax earnings in equity method investments |
- |
- |
- |
40 |
- |
40 |
||||||||||||||||||
Share of post-tax earnings (losses) in subsidiaries |
2,034 |
- |
(2) |
340 |
(2,372) |
- |
||||||||||||||||||
Tax benefit (expense) |
240 |
- |
(119) |
2 |
- |
123 |
||||||||||||||||||
Earnings from continuing operations |
2,207 |
- |
338 |
2,019 |
(2,372) |
2,192 |
||||||||||||||||||
Earnings from discontinued operations, net of tax |
- |
- |
- |
15 |
- |
15 |
||||||||||||||||||
Net earnings |
2,207 |
- |
338 |
2,034 |
(2,372) |
2,207 |
||||||||||||||||||
Earnings (loss) attributable to: |
||||||||||||||||||||||||
Common shareholders |
2,207 |
- |
338 |
2,037 |
(2,372) |
2,210 |
||||||||||||||||||
Non-controlling interests |
- |
- |
- |
(3) |
- |
(3) |
||||||||||||||||||
Year ended December 31, 2023 |
||||||||||||||||||||||||
(millions of U.S. dollars) |
Parent |
Subsidiary Issuer |
Subsidiary Guarantors |
Non-
Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||||
CONTINUING OPERATIONS |
||||||||||||||||||||||||
Revenues |
- | - | 2,165 | 5,411 | (782) | 6,794 | ||||||||||||||||||
Operating expenses |
(13) | - | (1,607) | (3,296) | 782 | (4,134) | ||||||||||||||||||
Depreciation |
- | - | (39) | (77) | - | (116) | ||||||||||||||||||
Amortization of computer software |
- | - | (17) | (495) | - | (512) | ||||||||||||||||||
Amortization of other identifiable intangible assets |
- | - | (45) | (52) | - | (97) | ||||||||||||||||||
Other operating gains, net |
42 | - | 20 | 335 | - | 397 | ||||||||||||||||||
Operating profit |
29 | - | 477 | 1,826 | - | 2,332 | ||||||||||||||||||
Finance (costs) income, net: |
||||||||||||||||||||||||
Net interest (expense) income |
(190) | - | 14 | 24 | - | (152) | ||||||||||||||||||
Other finance (costs) income |
(18) | - | 2 | (176) | - | (192) | ||||||||||||||||||
Intercompany net interest income (expense) |
203 | - | (54) | (149) | - | - | ||||||||||||||||||
Income before tax and equity method investments |
24 | - | 439 | 1,525 | - | 1,988 | ||||||||||||||||||
Share of post-tax earnings in equity method investments |
- | - | - | 1,075 | - | 1,075 | ||||||||||||||||||
Share of post-tax earnings in subsidiaries |
2,673 | - | 57 | 337 | (3,067) | - | ||||||||||||||||||
Tax expense |
- | - | (102) | (315) | - | (417) | ||||||||||||||||||
Earnings from continuing operations |
2,697 | - | 394 | 2,622 | (3,067) | 2,646 | ||||||||||||||||||
(Loss) earnings from discontinued operations, net of tax |
(2) | - | - | 51 | - | 49 | ||||||||||||||||||
Net earnings |
2,695 | - | 394 | 2,673 | (3,067) | 2,695 | ||||||||||||||||||
Earnings attributable to: |
||||||||||||||||||||||||
Common shareholders |
2,695 | - | 394 | 2,673 | (3,067) | 2,695 | ||||||||||||||||||
Non-controlling interests |
- | - | - | - | - | - | ||||||||||||||||||
| Page 78 | Thomson Reuters Annual Report 2024 |
December 31, 2024 |
||||||||||||||||||||||||
(millions of U.S. dollars) |
Parent |
Subsidiary Issuer |
Subsidiary Guarantors |
Non-
Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||||
Cash and cash equivalents |
14 |
- |
230 |
1,724 |
- |
1,968 |
||||||||||||||||||
Trade and other receivables |
- |
- |
257 |
830 |
- |
1,087 |
||||||||||||||||||
Intercompany receivables |
1,032 |
- |
505 |
1,674 |
(3,211) |
- |
||||||||||||||||||
Other financial assets |
- |
- |
23 |
12 |
- |
35 |
||||||||||||||||||
Prepaid expenses and other current assets |
- |
- |
170 |
230 |
- |
400 |
||||||||||||||||||
Current assets |
1,046 |
- |
1,185 |
4,470 |
(3,211) |
3,490 |
||||||||||||||||||
Property and equipment, net |
- |
- |
158 |
228 |
- |
386 |
||||||||||||||||||
Computer software, net |
- |
- |
34 |
1,419 |
- |
1,453 |
||||||||||||||||||
Other identifiable intangible assets, net |
- |
- |
981 |
2,153 |
- |
3,134 |
||||||||||||||||||
Goodwill |
- |
- |
3,727 |
3,535 |
- |
7,262 |
||||||||||||||||||
Equity method investments |
- |
- |
- |
269 |
- |
269 |
||||||||||||||||||
Other financial assets |
82 |
- |
46 |
314 |
- |
442 |
||||||||||||||||||
Other non-current assets |
- |
- |
105 |
520 |
- |
625 |
||||||||||||||||||
Intercompany receivables |
160 |
- |
2 |
778 |
(940) |
- |
||||||||||||||||||
Investments in subsidiaries |
14,584 |
- |
465 |
4,041 |
(19,090) |
- |
||||||||||||||||||
Deferred tax |
243 |
- |
- |
1,133 |
- |
1,376 |
||||||||||||||||||
Total assets |
16,115 |
- |
6,703 |
18,860 |
(23,241) |
18,437 |
||||||||||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Current indebtedness |
973 |
- |
- |
- |
- |
973 |
||||||||||||||||||
Payables, accruals and provisions |
52 |
- |
276 |
763 |
- |
1,091 |
||||||||||||||||||
Current tax liabilities |
- |
- |
- |
197 |
- |
197 |
||||||||||||||||||
Deferred revenue |
- |
- |
350 |
712 |
- |
1,062 |
||||||||||||||||||
Intercompany payables |
1,214 |
- |
461 |
1,536 |
(3,211) |
- |
||||||||||||||||||
Other financial liabilities |
20 |
- |
11 |
82 |
- |
113 |
||||||||||||||||||
Current liabilities |
2,259 |
- |
1,098 |
3,290 |
(3,211) |
3,436 |
||||||||||||||||||
Long-term indebtedness |
1,847 |
- |
- |
- |
- |
1,847 |
||||||||||||||||||
Provisions and other non-current liabilities |
3 |
- |
4 |
668 |
- |
675 |
||||||||||||||||||
Other financial liabilities |
- |
- |
80 |
152 |
- |
232 |
||||||||||||||||||
Intercompany payables |
- |
- |
778 |
162 |
(940) |
- |
||||||||||||||||||
Deferred tax |
- |
- |
237 |
4 |
- |
241 |
||||||||||||||||||
Total liabilities |
4,109 |
- |
2,197 |
4,276 |
(4,151) |
6,431 |
||||||||||||||||||
Equity |
||||||||||||||||||||||||
Total equity |
12,006 |
- |
4,506 |
14,584 |
(19,090) |
12,006 |
||||||||||||||||||
Total liabilities and equity |
16,115 |
- |
6,703 |
18,860 |
(23,241) |
18,437 |
||||||||||||||||||
Thomson Reuters Annual Report 2024 |
Page 79 |
December 31, 2023 |
||||||||||||
(millions of U.S. dollars) |
Parent |
Subsidiary Issuer |
Subsidiary Guarantors |
Non-
Guarantor Subsidiaries |
Eliminations |
Consolidated |
||||||
| Cash and cash equivalents | 24 | - | 182 | 1,092 | - | 1,298 | ||||||
| Trade and other receivables | - | - | 276 | 846 | - | 1,122 | ||||||
| Intercompany receivables | 2,666 | - | 465 | 3,402 | (6,533) | - | ||||||
| Other financial assets | - | - | 6 | 60 | - | 66 | ||||||
| Prepaid expenses and other current assets | - | - | 212 | 223 | - | 435 | ||||||
| Current assets | 2,690 | - | 1,141 | 5,623 | (6,533) | 2,921 | ||||||
| Property and equipment, net | - | - | 200 | 247 | - | 447 | ||||||
| Computer software, net | - | - | 49 | 1,187 | - | 1,236 | ||||||
| Other identifiable intangible assets, net | - | - | 1,021 | 2,144 | - | 3,165 | ||||||
| Goodwill | - | - | 3,803 | 2,916 | - | 6,719 | ||||||
| Equity method investments | - | - | - | 2,030 | - | 2,030 | ||||||
| Other financial assets | 116 | - | 6 | 322 | - | 444 | ||||||
| Other non-current assets |
- | - | 116 | 502 | - | 618 | ||||||
| Intercompany receivables | 188 | - | 2 | 778 | (968) | - | ||||||
| Investments in subsidiaries | 14,572 | - | 489 | 3,943 | (19,004) | - | ||||||
| Deferred tax | - | - | - | 1,104 | - | 1,104 | ||||||
| Total assets | 17,566 | - | 6,827 | 20,796 | (26,505) | 18,684 | ||||||
LIABILITIES AND EQUITY |
||||||||||||
Liabilities |
||||||||||||
| Current indebtedness | 372 | - | - | - | - | 372 | ||||||
| Payables, accruals and provisions | 55 | - | 317 | 742 | - | 1,114 | ||||||
| Current tax liabilities | - | - | - | 248 | - | 248 | ||||||
| Deferred revenue | - | - | 337 | 655 | - | 992 | ||||||
| Intercompany payables | 2,768 | - | 634 | 3,131 | (6,533) | - | ||||||
| Other financial liabilities | 400 | - | 15 | 92 | - | 507 | ||||||
| Current liabilities | 3,595 | - | 1,303 | 4,868 | (6,533) | 3,233 | ||||||
| Long-term indebtedness | 2,905 | - | - | - | - | 2,905 | ||||||
| Provisions and other non-current liabilities |
2 | - | 6 | 684 | - | 692 | ||||||
| Other financial liabilities | - | - | 76 | 161 | - | 237 | ||||||
| Intercompany payables | - | - | 778 | 190 | (968) | - | ||||||
| Deferred tax | - | - | 232 | 321 | - | 553 | ||||||
| Total liabilities | 6,502 | - | 2,395 | 6,224 | (7,501) | 7,620 | ||||||
Equity |
||||||||||||
| Total equity | 11,064 | - | 4,432 | 14,572 | (19,004) | 11,064 | ||||||
| Total liabilities and equity | 17,566 | - | 6,827 | 20,796 | (26,505) | 18,684 | ||||||
| Page 80 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 81 |
| Page 82 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 83 |
Year ended December 31, |
||||||||||||
(millions of U.S. dollars, except per share amounts) |
Notes |
2024 |
2023 |
|||||||||
CONTINUING OPERATIONS |
||||||||||||
| Revenues | 3 | 7,258 |
6,794 | |||||||||
| Operating expenses | 5 | (4,471) |
(4,134) | |||||||||
| Depreciation | (113) |
(116) | ||||||||||
| Amortization of computer software | (618) |
(512) | ||||||||||
| Amortization of other identifiable intangible assets | (91) |
(97) | ||||||||||
| Other operating gains, net | 6 | 144 |
397 | |||||||||
| Operating profit | 2,109 |
2,332 | ||||||||||
| Finance costs, net: | ||||||||||||
Net interest expense |
8 | (125) |
(152) | |||||||||
Other finance income (costs) |
8 | 45 |
(192) | |||||||||
| Income before tax and equity method investments | 2,029 |
1,988 | ||||||||||
| Share of post-tax earnings in equity method investments |
9 | 40 |
1,075 | |||||||||
| Tax benefit (expense) | 10 | 123 |
(417) | |||||||||
Earnings from continuing operations |
2,192 |
2,646 | ||||||||||
| Earnings from discontinued operations, net of tax | 11 | 15 |
49 | |||||||||
| Net earnings | 2,207 |
2,695 | ||||||||||
| Earnings (loss) attributable to: | ||||||||||||
Common shareholders |
2,210 |
2,695 | ||||||||||
Non-controlling interests |
(3) |
- | ||||||||||
Earnings per share |
12 | |||||||||||
| Basic earnings per share: | ||||||||||||
From continuing operations |
$4.86 |
$5.70 | ||||||||||
From discontinued operations |
0.03 |
0.11 | ||||||||||
| Basic earnings per share | $4.89 |
$5.81 | ||||||||||
| Diluted earnings per share: | ||||||||||||
From continuing operations |
$4.85 |
$5.69 | ||||||||||
From discontinued operations |
0.04 |
0.11 | ||||||||||
| Diluted earnings per share | $4.89 |
$5.80 | ||||||||||
Page 84 |
Thomson Reuters Annual Report 2024 |
Year ended December 31, |
||||||||||||
(millions of U.S. dollars) |
Notes |
2024 |
2023 |
|||||||||
| Net earnings | 2,207 |
2,695 | ||||||||||
| Other comprehensive (loss) income | ||||||||||||
| Items that have been or may be subsequently reclassified to net earnings: | ||||||||||||
| Cash flow hedges adjustments to net earnings |
20 | 97 |
(30) | |||||||||
| Cash flow hedges adjustments to equity |
20 | (84) |
22 | |||||||||
| Related tax expense on cash flow hedges adjustments to equity |
10 | (1) |
- | |||||||||
| Foreign currency translation adjustments to equity |
20 | (173) |
130 | |||||||||
(161) |
122 | |||||||||||
| Items that will not be reclassified to net earnings: |
||||||||||||
| Fair value adjustments on financial assets |
20 | 13 |
12 | |||||||||
| Related tax expense on fair value adjustments on financial assets |
10 | (2) |
- | |||||||||
| Remeasurement on defined benefit pension plans |
27 | 5 |
- | |||||||||
| Related tax expense on remeasurement on defined benefit pension plans |
10 | (5) |
- | |||||||||
11 |
12 | |||||||||||
| Other comprehensive (loss) income | (150) |
134 | ||||||||||
| Total comprehensive income | 2,057 |
2,829 | ||||||||||
| Comprehensive income (loss) for the period attributable to: | ||||||||||||
| Common shareholders: | ||||||||||||
| Continuing operations |
2,050 |
2,780 | ||||||||||
| Discontinued operations |
15 |
49 | ||||||||||
|
Non-controlling interests |
(8) |
- | ||||||||||
| Total comprehensive income | 2,057 |
2,829 | ||||||||||
Thomson Reuters Annual Report 2024 |
Page 85 |
| December 31, |
||||||||||||
(millions of U.S. dollars) |
Notes |
2024 |
2023 |
|||||||||
ASSETS |
||||||||||||
| Cash and cash equivalents | 13 | 1,968 |
1,298 | |||||||||
| Trade and other receivables | 14 | 1,087 |
1,122 | |||||||||
| Other financial assets | 20 | 35 |
66 | |||||||||
| Prepaid expenses and other current assets | 15 | 400 |
435 | |||||||||
| Current assets | 3,490 |
2,921 | ||||||||||
| Property and equipment, net | 16 | 386 |
447 | |||||||||
| Computer software, net | 17 | 1,453 |
1,236 | |||||||||
| Other identifiable intangible assets, net | 18 | 3,134 |
3,165 | |||||||||
| Goodwill | 19 | 7,262 |
6,719 | |||||||||
| Equity method investments | 9 | 269 |
2,030 | |||||||||
| Other financial assets | 20 | 442 |
444 | |||||||||
| Other non-current assets |
21 | 625 |
618 | |||||||||
| Deferred tax | 24 | 1,376 |
1,104 | |||||||||
| Total assets | 18,437 |
18,684 | ||||||||||
LIABILITIES AND EQUITY |
||||||||||||
Liabilities |
||||||||||||
| Current indebtedness | 20 | 973 |
372 | |||||||||
| Payables, accruals and provisions | 22 | 1,091 |
1,114 | |||||||||
| Current tax liabilities | 197 |
248 | ||||||||||
| Deferred revenue | 3 | 1,062 |
992 | |||||||||
| Other financial liabilities | 20 | 113 |
507 | |||||||||
| Current liabilities | 3,436 |
3,233 | ||||||||||
| Long-term indebtedness | 20 | 1,847 |
2,905 | |||||||||
| Provisions and other non-current liabilities |
23 | 675 |
692 | |||||||||
| Other financial liabilities | 20 | 232 |
237 | |||||||||
| Deferred tax | 24 | 241 |
553 | |||||||||
| Total liabilities | 6,431 |
7,620 | ||||||||||
Equity |
||||||||||||
| Capital | 25 | 3,498 |
3,405 | |||||||||
| Retained earnings | 9,699 |
8,680 | ||||||||||
| Accumulated other comprehensive loss | (1,191) |
(1,021) | ||||||||||
| Total equity | 12,006 |
11,064 | ||||||||||
| Total liabilities and equity | 18,437 |
18,684 | ||||||||||
/s/ David Thomson |
/s/ Steve Hasker | |
| David Thomson |
Steve Hasker | |
| Director |
Director | |
Page 86 |
Thomson Reuters Annual Report 2024 |
Year ended December 31, |
||||||||||||
(millions of U.S. dollars) |
Notes |
2024 |
2023 |
|||||||||
Cash provided by (used in): |
||||||||||||
OPERATING ACTIVITIES |
||||||||||||
| Earnings from continuing operations | 2,192 |
2,646 | ||||||||||
| Adjustments for: | ||||||||||||
Depreciation |
113 |
116 | ||||||||||
Amortization of computer software |
618 |
512 | ||||||||||
Amortization of other identifiable intangible assets |
91 |
97 | ||||||||||
Share of post-tax earnings in equity method investments |
9 | (40) |
(1,075) | |||||||||
Net gains on disposals of businesses and investments |
(192) |
(336) | ||||||||||
Deferred tax |
24 | (640) |
(388) | |||||||||
Other |
29 | 151 |
298 | |||||||||
| Changes in working capital and other items | 29 | 176 |
457 | |||||||||
| Operating cash flows from continuing operations | 2,469 |
2,327 | ||||||||||
| Operating cash flows from discontinued operations | (12) |
14 | ||||||||||
| Net cash provided by operating activities | 2,457 |
2,341 | ||||||||||
INVESTING ACTIVITIES |
||||||||||||
| Acquisitions, net of cash acquired | 30 | (622) |
(1,216) | |||||||||
| Proceeds related to disposals of businesses and investments | 7 |
326 |
418 | |||||||||
| Proceeds from sales of LSEG shares | 9 | 1,854 |
5,424 | |||||||||
| Capital expenditures | (607) |
(544) | ||||||||||
| Other investing activities | 9 | 46 |
137 | |||||||||
| Taxes paid on sales of LSEG shares and disposals of businesses | (317) |
(705) | ||||||||||
| Investing cash flows from continuing operations | 680 |
3,514 | ||||||||||
| Investing cash flows from discontinued operations | - |
(1) | ||||||||||
| Net cash provided by investing activities | 680 |
3,513 | ||||||||||
FINANCING ACTIVITIES |
||||||||||||
| Repayments of debt | 20 | (290) |
(600) | |||||||||
| Net repayments under short-term loan facilities | 20 | (139) |
(956) | |||||||||
| Payments of lease principal | 28 | (63) |
(58) | |||||||||
| Payments for return of capital on common shares | 25 | - |
(2,045) | |||||||||
| Repurchases of common shares | 25 | (639) |
(1,079) | |||||||||
| Dividends paid on preference shares | (5) |
(5) | ||||||||||
| Dividends paid on common shares | 25 | (944) |
(887) | |||||||||
| Purchase of non-controlling interests |
30 | (384) |
- | |||||||||
| Other financing activities | 5 |
4 | ||||||||||
| Net cash used in financing activities | (2,459) |
(5,626) | ||||||||||
| Translation adjustments | (8) |
1 | ||||||||||
| Increase in cash and cash equivalents | 670 |
229 | ||||||||||
| Cash and cash equivalents at beginning of period | 1,298 |
1,069 | ||||||||||
| Cash and cash equivalents at end of period | 13 | 1,968 |
1,298 | |||||||||
Supplemental cash flow information is provided in note 29. |
||||||||||||
| Interest paid, net of debt-related hedges | 8 |
(149) |
(201) | |||||||||
| Interest received | 8 |
74 |
81 | |||||||||
| Income taxes paid | 29 | (551) |
(869) | |||||||||
Thomson Reuters Annual Report 2024 |
Page 87 |
(millions of U.S. dollars) |
Stated share capital |
Contributed surplus |
Total capital |
Retained earnings |
Unrecognized gain (loss) on financial instruments |
Foreign currency translation adjustments |
Total accumulated other comprehensive loss (“AOCL”) |
Shareholders’ equity |
Non- controlling interests (see note 30) |
Total equity |
||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | 1,901 |
1,504 |
3,405 |
8,680 |
21 |
(1,042) |
(1,021) |
11,064 |
- |
11,064 |
||||||||||||||||||||||||||||||||||
| Net earnings | - |
- |
- |
2,210 |
- |
- |
- |
2,210 |
(3) |
2,207 |
||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | - |
- |
- |
- |
23 |
(168) |
(145) |
(145) |
(5) |
(150) |
||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | - |
- |
- |
2,210 |
23 |
(168) |
(145) |
2,065 |
(8) |
2,057 |
||||||||||||||||||||||||||||||||||
| Non-controlling interests on acquisition of subsidiaries |
- |
- |
- |
- |
- |
- |
- |
- |
388 |
388 |
||||||||||||||||||||||||||||||||||
| Purchase of non-controlling interests |
- |
- |
- |
(4) |
- |
- |
- |
(4) |
(380) |
(384) |
||||||||||||||||||||||||||||||||||
| Transfer of gain on disposal of equity investments to retained earnings |
- |
- |
- |
25 |
(25) |
- |
(25) |
- |
- |
- |
||||||||||||||||||||||||||||||||||
| Dividends declared on preference shares | - |
- |
- |
(5) |
- |
- |
- |
(5) |
(5) |
|||||||||||||||||||||||||||||||||||
| Dividends declared on common shares |
- |
- |
- |
(973) |
- |
- |
- |
(973) |
- |
(973) |
||||||||||||||||||||||||||||||||||
| Shares issued under Dividend Reinvestment Plan (“DRIP”) |
29 |
- |
29 |
- |
- |
- |
- |
29 |
- |
29 |
||||||||||||||||||||||||||||||||||
| Repurchases of common shares (see note 25) | (15) |
- |
(15) |
(234) |
- |
- |
- |
(249) |
- |
(249) |
||||||||||||||||||||||||||||||||||
| Stock compensation plans | 152 |
(73) |
79 |
- |
- |
- |
79 |
- |
79 |
|||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | 2,067 |
1,431 |
3,498 |
9,699 |
19 |
(1,210) |
(1,191) |
12,006 |
- |
12,006 |
||||||||||||||||||||||||||||||||||
(millions of U.S. dollars) |
Stated share capital |
Contributed surplus |
Total capital |
Retained earnings |
Unrecognized gain on financial instruments |
Foreign currency translation adjustments |
AOCL |
Shareholders’ equity |
Non- controlling interests |
Total equity |
||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 3,864 | 1,534 | 5,398 | 7,642 | 17 | (1,172) | (1,155) | 11,885 | - | 11,885 | ||||||||||||||||||||||||||||||||||
| Net earnings | - | - | - | 2,695 | - | - | - | 2,695 | - | 2,695 | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | - | - | - | - | 4 | 130 | 134 | 134 | - | 134 | ||||||||||||||||||||||||||||||||||
| Total comprehensive income | - | - | - | 2,695 | 4 | 130 | 134 | 2,829 | - | 2,829 | ||||||||||||||||||||||||||||||||||
| Return of capital on common shares (see note 25) |
(2,107) | 60 | (2,047) | - | - | - | - | (2,047) | - | (2,047) | ||||||||||||||||||||||||||||||||||
| Dividends declared on preference shares | - | - | - | (5) | - | - | - | (5) | - | (5) | ||||||||||||||||||||||||||||||||||
| Dividends declared on common shares | - | - | - | (908) | - | - | - | (908) | - | (908) | ||||||||||||||||||||||||||||||||||
| Shares issued under DRIP | 21 | - | 21 | - | - | - | - | 21 | - | 21 | ||||||||||||||||||||||||||||||||||
| Repurchases of common shares (see note 25) | (8) | - | (8) | (353) | - | - | - | (361) | - | (361) | ||||||||||||||||||||||||||||||||||
| Pre-defined share repurchase plan (see note 25) |
(11) | - | (11) | (389) | - | - | - | (400) | - | (400) | ||||||||||||||||||||||||||||||||||
| Stock compensation plans | 142 | (90) | 52 | (2) | - | - | - | 50 | - | 50 | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | 1,901 | 1,504 | 3,405 | 8,680 | 21 | (1,042) | (1,021) | 11,064 | - | 11,064 | ||||||||||||||||||||||||||||||||||
Page 88 |
Thomson Reuters Annual Report 2024 |
• |
Acquisition cost is measured as the fair value of the assets given and liabilities incurred or assumed at the date of exchange, excluding transaction costs which are expensed as incurred; |
• |
Identifiable assets acquired and liabilities assumed are measured at their fair values at the acquisition date; |
• |
The excess of acquisition cost over the fair value of the identifiable net assets acquired is recorded as goodwill; and |
• |
Contingent cash consideration, a financial liability, is measured at fair value on the acquisition date, with subsequent changes in fair value recorded through the consolidated income statement. |
• |
Investments are initially recognized at cost and are reported in the consolidated statement of financial position; |
Thomson Reuters Annual Report 2024 |
Page 89 |
• |
The Company’s share of post-acquisition profits or losses is recognized in the consolidated income statement and the Company’s share of other comprehensive income or losses is recognized in the consolidated statement of comprehensive income, and both are adjusted against the carrying amount of the investments; |
• |
When the Company’s share of losses equals or exceeds its interest in the investee, the Company does not recognize further losses, unless it has incurred obligations or made payments on behalf of the investee; |
• |
Gains and losses on transactions between the Company and its equity method investees are eliminated to the extent of the Company’s interest in these entities; |
• |
Dividends received or receivable from equity method investees are recognized as a reduction in the carrying amount of the investment. Dividends received are included within the investing activities section of the consolidated statement of cash flow; and |
• |
Equity method investees are assessed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable and at the end of each reporting period for indicators of impairment. |
• |
Assets and liabilities of entities with functional currencies other than U.S. dollars are translated to U.S. dollars at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting translation adjustments are included in accumulated other comprehensive loss in shareholders’ equity. For entities operating in countries where the currency has been designated as hyperinflationary, the assets, liabilities and results of their operations are translated at the period end rates of exchange, after re-indexing the local currency balances for the most recent inflation rates. |
• |
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions as well as from the translation of monetary assets and liabilities not denominated in the functional currency of the subsidiary, are recognized in the consolidated income statement, except for qualifying cash flow hedges which are deferred in accumulated other comprehensive loss in shareholders’ equity. |
• |
Foreign exchange gains and losses arising from borrowings and related hedging instruments, cash and cash equivalents, intercompany loans that are not permanent in nature and foreign exchange contracts are presented in the consolidated income statement within “Finance costs, net”. |
• |
Foreign exchange gains and losses related to certain intercompany loans that are permanent in nature are included in accumulated other comprehensive loss. |
• |
All other foreign exchange gains and losses are presented in the consolidated income statement within “Operating expenses”. |
| Page 90 | Thomson Reuters Annual Report 2024 |
• |
Volume-based revenues are recognized based on usage, such as certain fees related to online searches and tax filings, and transactions in the Company’s Confirmation, Reuters Events and SurePrep businesses; |
• |
Fees for software licenses with no future obligations are recognized at the point of delivery; and |
• |
Professional fees for service and consulting arrangements are recognized as services are performed, generally based on hours incurred, reflecting the continuous transfer of control to the customer. |
• |
Assets related to new customer contracts are amortized over three years, which may anticipate renewal periods, as management estimates that this corresponds to the period over which a customer benefits from existing technology in the underlying product or service; and |
• |
Assets related to renewal of customer contracts are amortized over the term of the contract if they are commensurate with previous renewals commissions. |
Thomson Reuters Annual Report 2024 |
Page 91 |
Buildings and building improvements |
10-40 years |
|
Computer equipment |
3 years | |
Furniture, fixtures and other equipment |
5-
7 years |
| Page 92 | Thomson Reuters Annual Report 2024 |
• |
It is technically feasible to complete the software product so that it will be available for use; |
• |
Management intends to complete the software product and use or sell it; |
• |
There is an ability to use or sell the software product; |
• |
It can be demonstrated how the software product will generate probable future economic benefits; |
• |
Adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and |
• |
The expenditure attributable to the software product during its development can be reliably measured. |
• |
It has the contractual right to take possession of the software from the cloud provider without significant penalty; and |
• |
It can demonstrate that it is feasible for the Company to run the software on its own hardware or that of another provider. |
Trade names |
5-
15 years |
|
Customer relationships |
6-40 years |
|
Databases and content |
5-30 |
|
Other |
10-30 years |
Thomson Reuters Annual Report 2024 |
Page 93 |
• |
Goodwill is allocated to cash-generating units (“CGUs”) based on the level at which management monitors it. The Company’s CGUs are the same as its operating segments. Goodwill is allocated to its CGUs based on the expected benefits of each business combination in which the goodwill arose; and |
• |
Identifiable intangible assets with indefinite lives are comprised of the Reuters and West tradenames, reflecting their widespread brand recognition, long history, and expected future use. For purposes of impairment testing, the West tradename is allocated to the Legal Professionals, Corporates and Global Print CGUs as it primarily benefits those CGUs. As the Reuters tradename is considered a corporate asset because it is used in the Company’s name, its carrying value is compared to the excess fair value of all the Company’s CGUs for purposes of impairment testing. |
• |
Represent a separate major line of business or geographical area of operations; |
• |
Are part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or |
• |
Are a subsidiary acquired exclusively with a view to resale. |
| Page 94 | Thomson Reuters Annual Report 2024 |
• |
The initial amount of the lease liability; |
• |
Lease payments made at or before the commencement date; and |
• |
Initial direct costs and expected restoration costs. |
• |
Fixed payments (including in-substance fixed payments), less any lease incentives receivable; |
• |
Variable lease payments that are based on an index or a rate (including inflation-linked payments); |
• |
Amounts expected to be payable under residual value guarantees; |
• |
Exercise price of a purchase option if the Company is reasonably certain to exercise that option; and |
• |
Penalty payments for terminating the lease, if the lease term reflects the Company exercising that option. |
• |
Classification |
This category includes assets acquired primarily for the purpose of selling in the short-term, such as financial assets held for trading, or when designated by management. Examples include money market accounts, a receivable under an indemnification arrangement, contingent receivables, as well as foreign exchange contracts not designated as hedges for accounting purposes. |
Thomson Reuters Annual Report 2024 |
Page 95 |
• |
Recognition and measurement |
Financial assets in this category are initially recognized, and subsequently carried, at fair value, with changes recognized in the consolidated income statement. Transaction costs are expensed. |
• |
Classification |
This category includes cash as well as trade and other receivables, which represent non-derivative financial assets that are held for the purpose of collecting their contractually fixed or determinable payments. |
• |
Recognition and measurement |
Trade and other receivables are initially recognized at the transaction price and subsequently measured at amortized cost using the effective interest method. Allowances for expected credit losses provide for impairment of receivables. |
• |
Classification |
These financial assets are non-derivatives that are irrevocably designated in this category. This category includes equity investments, which are not held-for-trading |
• |
Recognition and measurement |
These financial instruments are initially recognized at fair value plus transaction costs and are subsequently carried at fair value with changes recognized in other comprehensive income or loss. The amounts recorded in accumulated other comprehensive income or loss are not subsequently recycled to the consolidated income statement, but rather are reclassified directly to retained earnings. |
• |
Fair value hedges |
These are hedges of the exposure to changes in fair value of a recognized asset or liability or unrecognized firm commitment. Changes in the fair value of derivatives that are designated as fair value hedges are recorded in the consolidated income statement together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. |
• |
Cash flow hedges |
These are hedges of the exposure to variability in cash flows of a recognized asset or liability or a highly probable forecast transaction. The effective portion of changes in the fair value of derivatives that are designated as a cash flow hedge is recognized in other comprehensive income or loss. The gain or loss relating to the ineffective portion is recognized immediately in the consolidated income statement. Additionally: |
– |
amounts in accumulated other comprehensive loss are recycled to the consolidated income statement in the period when the hedged item will affect earnings; |
– |
when a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss in accumulated other comprehensive loss remains in accumulated other comprehensive loss and is recognized when the forecast transaction is ultimately recognized in the consolidated income statement; and |
– |
when a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in accumulated other comprehensive loss is immediately recognized in the consolidated income statement. |
| Page 96 | Thomson Reuters Annual Report 2024 |
• |
Are generally recognized for all taxable temporary differences; |
• |
Are recognized for taxable temporary differences arising on investments in subsidiaries and associates, except where the reversal of the temporary difference can be controlled, and it is probable that the difference will not reverse in the foreseeable future or create a tax liability; and |
• |
Are not recognized on temporary differences that arise from goodwill that is not deductible for tax purposes. |
• |
Are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized; and |
• |
Are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. |
• |
The consolidated income statement to be structured according to operating, investing and financing categories, and include additional subtotals for “Operating Profit” and “Profit Before Financing and Income Taxes”; |
• |
Management-defined performance measurements (“MPM’s”), which represent certain of the Company’s non-IFRS measures, to be identified, defined, and have an explanation why each one is useful. Each MPM must be reconciled to the most directly comparable IFRS subtotal. All disclosures related to MPM’s must be disclosed in a single footnote within the consolidated financial statements; and |
• |
The application of enhanced guidance related to the grouping of financial information associated with amounts presented within the financial statements, otherwise known as aggregation or disaggregation. |
Thomson Reuters Annual Report 2024 |
Page 97 |
• |
An election permitting derecognition of financial liabilities that are settled through an electronic payment system before the actual settlement date, if certain conditions are met; and |
• |
Expanded disclosures for (a) investments in equity instruments and (b) financial liabilities that have features unrelated to basic lending risks, such as achieving sustainability targets, that could affect the cash flows of those liabilities. |
• |
Most critical estimates and assumptions in determining the value of assets and liabilities; and |
• |
Most critical judgments in applying accounting policies. |
| Page 98 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 99 |
Revenues by type |
Legal Professionals |
Corporates |
Tax & Accounting Professionals |
Reuters News |
Global Print |
Eliminations/ Rounding |
Total |
|||||||||||||||||||||||||||||||||||||||||||||||||
Year ended December 31, |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
||||||||||||||||||||||||||||||||||||||||||
Recurring |
2,828 |
2,674 |
1,543 |
1,373 |
867 |
808 |
668 |
625 |
- |
- |
(24) |
(22) |
5,882 |
5,458 |
||||||||||||||||||||||||||||||||||||||||||
Transactions |
94 |
133 |
301 |
247 |
298 |
250 |
164 |
144 |
- |
- |
- |
- |
857 |
774 |
||||||||||||||||||||||||||||||||||||||||||
Global Print |
- |
- |
- |
- |
- |
- |
- |
- |
519 |
562 |
- |
- |
519 |
562 |
||||||||||||||||||||||||||||||||||||||||||
Total |
2,922 |
2,807 |
1,844 |
1,620 |
1,165 |
1,058 |
832 |
769 |
519 |
562 |
(24) |
(22) |
7,258 |
6,794 |
||||||||||||||||||||||||||||||||||||||||||
Revenues by geography (1)
|
Legal Professionals |
Corporates |
Tax & Accounting Professionals |
Reuters News |
Global Print |
Eliminations/ Rounding |
Total |
|||||||||||||||||||||||||||||||||||||||||||||||||
Year ended December 31, |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
||||||||||||||||||||||||||||||||||||||||||
U.S. |
2,352 |
2,282 |
1,431 |
1,314 |
926 |
840 |
219 |
173 |
400 |
420 |
(24) |
(22) |
5,304 |
5,007 |
||||||||||||||||||||||||||||||||||||||||||
Canada (country of domicile) |
103 |
82 |
14 |
12 |
38 |
37 |
6 |
7 |
44 |
65 |
- |
- |
205 |
203 |
||||||||||||||||||||||||||||||||||||||||||
Other |
31 |
28 |
85 |
79 |
155 |
135 |
9 |
9 |
12 |
13 |
- |
- |
292 |
264 |
||||||||||||||||||||||||||||||||||||||||||
Americas (North America, Latin America, South America) |
2,486 |
2,392 |
1,530 |
1,405 |
1,119 |
1,012 |
234 |
189 |
456 |
498 |
(24) |
(22) |
5,801 |
5,474 |
||||||||||||||||||||||||||||||||||||||||||
U.K. |
272 |
262 |
141 |
118 |
25 |
23 |
425 |
409 |
35 |
36 |
- |
- |
898 |
848 |
||||||||||||||||||||||||||||||||||||||||||
Other |
43 |
40 |
120 |
49 |
4 |
6 |
121 |
117 |
6 |
6 |
- |
- |
294 |
218 |
||||||||||||||||||||||||||||||||||||||||||
EMEA (Europe, Middle East and Africa) |
315 |
302 |
261 |
167 |
29 |
29 |
546 |
526 |
41 |
42 |
- |
- |
1,192 |
1,066 |
||||||||||||||||||||||||||||||||||||||||||
Asia Pacific |
121 |
113 |
53 |
48 |
17 |
17 |
52 |
54 |
22 |
22 |
- |
- |
265 |
254 |
||||||||||||||||||||||||||||||||||||||||||
Total |
2,922 |
2,807 |
1,844 |
1,620 |
1,165 |
1,058 |
832 |
769 |
519 |
562 |
(24) |
(22) |
7,258 |
6,794 |
||||||||||||||||||||||||||||||||||||||||||
(1) |
Revenues by geography are based on the location of the customer. Revenues from the Reuters News agreement with LSEG’s Data & Analytics business, the Company’s largest customer, are included in the U.K. |
| Page 100 | Thomson Reuters Annual Report 2024 |
December 31, |
||||||
2024 |
2023 |
2022 |
||||
| Deferred revenue | 1,062 |
992 | 886 | |||
December 31, |
||||||||
2024 |
2023 |
|||||||
| 1 year | 27% |
26% | ||||||
| Between 1 and 2 years | 14% |
13% | ||||||
| Between 2 and 3 years | 9% |
8% | ||||||
| Later than 3 years | 50% |
53% | ||||||
Thomson Reuters Annual Report 2024 |
Page 101 |
Legal Professionals |
Corporates |
Tax & Accounting Professionals |
Reuters News |
Global Print |
Eliminations/ Rounding |
Total |
||||||||||||||||||||||||||||||||||||||||||||||||||
Year ended December 31, |
2024 |
2023 | 2024 |
2023 | 2024 |
2023 | 2024 |
2023 | 2024 |
2023 | 2024 |
2023 | 2024 |
2023 | ||||||||||||||||||||||||||||||||||||||||||
| Revenues | 2,922 |
2,807 | 1,844 |
1,620 | 1,165 |
1,058 | 832 |
769 | 519 |
562 | (24) |
(22) | 7,258 |
6,794 | ||||||||||||||||||||||||||||||||||||||||||
| Staff costs (1)
|
(936) |
(913) | (678) |
(615) | (327) |
(305) | (439) |
(411) | (171) |
(173) | - |
- | (2,551) |
(2,417) | ||||||||||||||||||||||||||||||||||||||||||
| Goods and services (1)
|
(539) |
(450) | (396) |
(299) | (267) |
(234) | (166) |
(157) | (125) |
(142) | 24 |
22 | (1,469) |
(1,260) | ||||||||||||||||||||||||||||||||||||||||||
| Other expenses | (146) |
(146) | (105) |
(90) | (44) |
(40) | (33) |
(30) | (35) |
(34) | -
|
-
|
(363) |
(340) | ||||||||||||||||||||||||||||||||||||||||||
Fair value adjustments on acquired deferred revenue |
1 |
1
|
6
|
3
|
-
|
11
|
2 |
1
|
-
|
-
|
-
|
-
|
9 |
16 |
||||||||||||||||||||||||||||||||||||||||||
Reportable segments adjusted EBITDA |
1,302 |
1,299 | 671 |
619 | 527 |
490 | 196 |
172 | 188 |
213 | - |
- | 2,884 |
2,793 | ||||||||||||||||||||||||||||||||||||||||||
Corporate costs |
(105) |
(115) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Remove fair value adjustments on acquired deferred revenue |
(9) |
(16) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value adjustments (see note 5) |
17 |
(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation |
(113) |
(116) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of computer software |
(618) |
(512) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of other identifiable intangible assets |
(91) |
(97) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other operating gains, net |
144 |
397 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating profit |
2,109 |
2,332 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net interest expense |
(125) |
(152) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other finance income (costs) |
45 |
(192) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share of post-tax earnings in equity method investments |
40 |
1,075 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tax benefit (expense) |
123 |
(417) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings from continuing operations |
2,192 |
2,646 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) |
Refer to note 5 for components of staff costs and definition of goods and services. |
• |
Segment adjusted EBITDA represents earnings or loss from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of computer software and other identifiable intangible assets, the Company’s share of post-tax earnings or losses in equity method investments, other operating gains and losses, certain asset impairment charges, corporate related items and fair value adjustments, including those related to acquired deferred revenue. |
• |
The Company does not consider these excluded items to be controllable operating activities for purposes of assessing the current performance of the reportable segments. |
• |
Each segment includes an allocation of costs, based on usage or other applicable measures, for centralized support services such as technology-related services, commercial operations, marketing costs, and product and content development. Additionally, product costs are allocated when one segment sells products managed by another segment. |
Year ended December 31, |
||||||||
2024 |
2023
|
|||||||
| Electronic, software & services | 6,739 |
6,232 | ||||||
| Global Print | 519 |
562 | ||||||
| Total | 7,258 |
6,794 | ||||||
| Page 102 | Thomson Reuters Annual Report 2024 |
Geographic Information |
Non-Current Assets
(1)
|
|||||||
December 31, |
||||||||
2024 |
2023 |
|||||||
| U.S. | 7,190 |
9,029 | ||||||
| Canada (country of domicile) | 1,014 |
1,037 | ||||||
| Other | 177 |
182 | ||||||
| Americas (North America, Latin America, South America) | 8,381 |
10,248 | ||||||
| Switzerland | 2,074 |
1,993 | ||||||
| U.K. | 1,431 |
1,321 | ||||||
| Other | 639 |
47 | ||||||
| EMEA (Europe, Middle East and Africa) | 4,144 |
3,361 | ||||||
| Asia Pacific | 104 |
116 | ||||||
| Total | 12,629 |
13,725 | ||||||
| (1) | Non-current assets are primarily comprised of property and equipment, computer software, other identifiable intangible assets, goodwill and investments in equity method investees. |
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
| Salaries, commissions and allowances | 2,415 |
2,296 | ||||||
| Share-based payments | 87 |
83 | ||||||
| Post-employment benefits | 121 |
115 | ||||||
| Total staff costs | 2,623 |
2,494 | ||||||
| Goods and services (1)
|
1,502 |
1,295 | ||||||
| Content | 289 |
265 | ||||||
| Telecommunications | 39 |
39 | ||||||
| Facilities | 35 |
39 | ||||||
| Fair value adjustments (2)
|
(17) |
2 | ||||||
| Total operating expenses | 4,471 |
4,134 | ||||||
(1) |
Goods and services include technology-related expenses, professional fees, consulting, contractors, marketing and other general and administrative costs. |
| (2) | Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business. |
Thomson Reuters Annual Report 2024 |
Page 103 |
Year ended December 31, |
||||||||
2024 |
2023
|
|||||||
| Consideration received or receivable: | ||||||||
| Cash and cash equivalents | 297 |
418 | ||||||
| Fair value of contingent consideration | 88 |
- | ||||||
| Total consideration | 385 |
418 | ||||||
| Trade and other receivables | (23) |
(51) | ||||||
| Prepaid expenses and other current assets | (24) |
(13) | ||||||
| Computer software | (25) |
(36) | ||||||
| Goodwill | (87) |
(104) | ||||||
| Other non-current assets |
(17) |
(2) | ||||||
| Total assets | (176) |
(206) | ||||||
| Payables, accruals and provisions | - |
11 | ||||||
| Deferred revenue | 2 |
49 | ||||||
| Total liabilities | 2 |
60 | ||||||
| Net assets disposed | (174) |
(146) | ||||||
| Opening balance 19.9% equity investment in Elite | - |
87 | ||||||
| Other | (15) |
(17) | ||||||
| Gain on sale before income tax | 196 |
342 | ||||||
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
| Interest expense: | ||||||||
Debt |
140 |
193 | ||||||
Derivative financial instruments - hedging activities |
- |
(1) | ||||||
Other, net (1)
|
23 |
10 | ||||||
| Fair value losses (gains) on cash flow hedges, transfer from equity (see note 20) | 88 |
(30) | ||||||
| Net foreign exchange (gains) losses on debt | (88) |
30 | ||||||
| Net interest expense - debt and other | 163 |
202 | ||||||
| Net interest expense - leases | 14 |
9 | ||||||
| Net interest expense - pension and other post-employment benefit plans | 24 |
25 | ||||||
| Interest income | (76) |
(84) | ||||||
| Net interest expense | 125 |
152 | ||||||
| (1) | The year ended December 31, 2023 included $12 million of benefits related to the reversal of accrued interest associated with the release of tax reserves (see note 10). |
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
| Net (gains) losses due to changes in foreign currency exchange rates | (57) |
65 | ||||||
| Net losses on derivative instruments | 2 |
132 | ||||||
| Other | 10 |
(5) | ||||||
| Other finance (income) costs | (45) |
192 | ||||||
| Page 104 | Thomson Reuters Annual Report 2024 |
| December 31, |
||||||||
2024 |
||||||||
| YPL | 30 |
1,798 | ||||||
| Other equity method investments | 239 |
232 | ||||||
| Total equity method investments | 269 |
2,030 | ||||||
Year ended December 31, |
||||||||
2024 |
||||||||
| YPL | 68 |
1,099 | ||||||
| Other equity method investments | (28) |
(24) | ||||||
| Total share of post-tax earnings in equity method investments |
40 |
1,075 | ||||||
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
| (Decrease) increase in LSEG share price | (86) |
785 | ||||||
| Foreign exchange (losses) gains on LSEG shares | (3) |
251 | ||||||
| Dividend income | 6 |
58 | ||||||
| Loss from forward contract | - |
(77) | ||||||
| Gain (loss) from call options | 22 |
(15) | ||||||
| Historical excluded equity adjustment (1)
|
129 |
97 | ||||||
| YPL - Share of post-tax earnings in equity method investments |
68 |
1,099 | ||||||
(1) |
Represents income from the recognition of the remaining cumulative impact of equity transactions that were excluded from the Company’s investment in YPL. |
Thomson Reuters Annual Report 2024 |
Page 105 |
Six months ended June 30, |
Year ended December 31, |
|||||||
2024 |
2023 |
|||||||
|
Mark-to-market |
(394) |
3,024 | ||||||
| Dividend income | 32 |
154 | ||||||
| Loss from forward contract | - |
(179) | ||||||
| Gain (loss) from call options | 92 |
(63) | ||||||
| Net (loss) earnings | (270) |
2,936 | ||||||
| Total comprehensive (loss) income | (270) |
2,936 | ||||||
December 31, |
||||
2023 |
||||
| Assets | ||||
| Current assets | 160 | |||
|
Non-current assets |
8,036 | |||
| Total assets | 8,196 | |||
Liabilities |
||||
| Current liabilities | 105 | |||
|
Non-current liabilities |
236 | |||
| Total liabilities | 341 | |||
| Net assets attributable to YPL | 7,855 | |||
| Net assets attributable to YPL - beginning period | 14,598 | |||
| Net earnings attributable to YPL | 2,936 | |||
| Distribution to owners | (9,679) | |||
| Net assets attributable to YPL - ending period | 7,855 | |||
| Thomson Reuters % share | 24.6% | |||
| Thomson Reuters $ share | 1,927 | |||
| Historical excluded equity adjustment (1)
|
(129) | |||
| Thomson Reuters carrying amount | 1,798 | |||
| (1) | Represents the cumulative impact of equity transactions excluded from the Company’s investment in YPL. |
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
| Current tax expense | 517 |
805 | ||||||
| Deferred tax benefit | (640) |
(388) | ||||||
| Total tax (benefit) expense | (123) |
417 | ||||||
| Page 106 | Thomson Reuters Annual Report 2024 |
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
Included in Other comprehensive (loss) income |
||||||||
| Deferred tax expense on cash flow hedges adjustments to equity | 1 |
- | ||||||
| Deferred tax expense on fair value adjustments on financial assets | 2 |
- | ||||||
| Deferred tax expense on remeasurement on defined benefit pension plans | 5 |
- | ||||||
Included in Equity |
||||||||
| Deferred tax expense on share-based payments | 4 |
3 | ||||||
| Current tax benefit on share-based payments | (12) |
(6) | ||||||
Year ended December 31, |
||||
2024 |
2023 |
|||
| Income before tax | 2,069 |
3,063 |
||
| Income before tax multiplied by the standard rate of Canadian corporate tax of 26.5% | 548 |
812 |
||
| Effects of: | ||||
| Income taxes recorded at rates different from the Canadian tax rate | (239) |
(314) |
||
| Tax losses for which no benefit is recognized | - |
10 |
||
| Net non-taxable foreign exchange and other gains and losses |
16 |
35 |
||
| Tax expense on changes in statutory intercompany investment values | 12 |
17 |
||
| Recognition of tax losses that arose in prior years due to changes in statutory intercompany investment values |
(12) |
(17) |
||
| Provision for uncertain tax positions | (9) |
(26) |
||
| Recognition of tax assets that arose in prior years | (468) |
(22) |
||
| Derecognition of tax assets that arose in prior years | 3 |
- |
||
| Impact of changes in tax laws and rates | 7 |
(100) |
||
| Research and development credits | (9) |
(12) |
||
| Other adjustments related to prior years | 17 |
24 |
||
| Pillar Two top-up tax |
4 |
- |
||
| Withholding taxes | 6 |
5 |
||
| Other differences | 1 |
5 |
||
| Total tax (benefit) expense | (123) |
417 |
||
Thomson Reuters Annual Report 2024 |
Page 107 |
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
| Earnings attributable to common shareholders | 2,210 |
2,695 | ||||||
Less: Dividends declared on preference shares |
(5) |
(5) | ||||||
| Earnings used in consolidated earnings per share | 2,205 |
2,690 | ||||||
Less: Earnings from discontinued operations, net of tax |
(15) |
(49) | ||||||
| Earnings used in earnings per share from continuing operations | 2,190 |
2,641 | ||||||
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
| Weighted-average number of common shares outstanding | 450,473,207 |
463,037,839 | ||||||
Weighted-average number of vested DSUs |
136,505 |
137,204 | ||||||
| Basic | 450,609,712 |
463,175,043 | ||||||
Effect of stock options and TRSUs |
629,778 |
795,027 | ||||||
Diluted |
451,239,490 |
463,970,070 | ||||||
December 31, |
||||||||
2024 |
2023 |
|||||||
Cash |
||||||||
Cash at banks and on hand (1)
|
873 |
392 | ||||||
| Cash equivalents | ||||||||
Money market accounts
and other securities |
1,095 |
906 | ||||||
Cash and cash equivalents |
1,968 |
1,298 | ||||||
| (1) | On January 2, 2025, the Company acquired cPaperless, LLC, doing business as SafeSend (“SafeSend”), for $600 million in cash, which was funded from cash at banks and on hand as of December 31, 2024. See note 33. |
| Page 108 | Thomson Reuters Annual Report 2024 |
December 31, |
||||||||
2024 |
2023 |
|||||||
| Trade receivables | 1,113 |
1,103 | ||||||
| Less: allowance for expected credit losses | (23) |
(21) | ||||||
| Less: allowance for sales adjustments | (32) |
(33) | ||||||
| Net trade receivables | 1,058 |
1,049 | ||||||
| Other receivables | 29 |
73 | ||||||
| Trade and other receivables | 1,087 |
1,122 | ||||||
December 31, |
||||||||
2024 |
2023 |
|||||||
| Current - 30 days | 976 |
950 | ||||||
| Past due 31-60 days |
32 |
31 | ||||||
| Past due 61-90 days |
34 |
38 | ||||||
| Past due 91-180 days |
33 |
42 | ||||||
| Past due >180 days | 38 |
42 | ||||||
| Balance as of December 31 | 1,113 |
1,103 | ||||||
December 31, |
||||||||
2024 |
2023 |
|||||||
| Balance at beginning of year | 21 |
20 | ||||||
| Bad debt expense | 45 |
34 | ||||||
| Write-offs | (48) |
(35) | ||||||
| Acquisitions | 3 |
- | ||||||
| Disposals of businesses | (1) |
(1) | ||||||
| Translation and other, net | 3 |
3 | ||||||
| Balance at end of year | 23 |
21 | ||||||
December 31, |
||||||||
2024 |
2023 |
|||||||
| Prepaid expenses | 150 |
161 | ||||||
| Deferred commissions | 112 |
139 | ||||||
| Current tax receivables | 67 |
72 | ||||||
| Inventory | 21 |
20 | ||||||
| Other current assets | 50 |
43 | ||||||
| Prepaid expenses and other current assets | 400 |
435 | ||||||
Thomson Reuters Annual Report 2024 |
Page 109 |
Land, Buildings and Building Improvements |
Computer Equipment |
Furniture, Fixtures and Other Equipment |
Total |
|||||||||||||||||||||||||
Cost: |
||||||||||||||||||||||||||||
| December 31, 2022 | 838 | 267 | 265 | 1,370 | ||||||||||||||||||||||||
| Additions: | ||||||||||||||||||||||||||||
Capital expenditures |
19 | 23 | 17 | 59 | ||||||||||||||||||||||||
Leases |
65 | 14 | 1 | 80 | ||||||||||||||||||||||||
Acquisitions |
1 | 1 | - | 2 | ||||||||||||||||||||||||
| Removed from service | (70) | (73) | (13) | (156) | ||||||||||||||||||||||||
| Disposals of businesses and property | (64) | (9) | (15) | (88) | ||||||||||||||||||||||||
| Translation and other, net | 12 | 5 | 12 | 29 | ||||||||||||||||||||||||
| December 31, 2023 | 801 |
228 |
267 |
1,296 |
||||||||||||||||||||||||
| Additions: | ||||||||||||||||||||||||||||
Capital expenditures |
9 |
14 |
15 |
38 |
||||||||||||||||||||||||
Leases |
30 |
20 |
2 |
52 |
||||||||||||||||||||||||
Acquisitions |
7 |
1 |
- |
8 |
||||||||||||||||||||||||
| Removed from service | (2) |
(24) |
(1) |
(27) |
||||||||||||||||||||||||
| Disposals of businesses and property | (196) |
- |
(82) |
(278) |
||||||||||||||||||||||||
| Translation and other, net | (29) |
(22) |
(6) |
(57) |
||||||||||||||||||||||||
December 31, 2024 |
620 |
217 |
195 |
1,032 |
||||||||||||||||||||||||
Accumulated depreciation: |
||||||||||||||||||||||||||||
| December 31, 2022 | (526) | (219) | (211) | (956) | ||||||||||||||||||||||||
| Depreciation | (67) | (33) | (16) | (116) | ||||||||||||||||||||||||
| Removed from service | 70 | 73 | 13 | 156 | ||||||||||||||||||||||||
| Disposals of businesses and property | 56 | 9 | 13 | 78 | ||||||||||||||||||||||||
| Translation and other, net | (8) | (3) | - | (11) | ||||||||||||||||||||||||
| December 31, 2023 | (475) |
(173) |
(201) |
(849) |
||||||||||||||||||||||||
| Depreciation | (61) |
(35) |
(17) |
(113) |
||||||||||||||||||||||||
| Removed from service | 2 |
24 |
1 |
27 |
||||||||||||||||||||||||
| Disposals of businesses and property | 161 |
- |
81 |
242 |
||||||||||||||||||||||||
| Translation and other, net | 23 |
19 |
5 |
47 |
||||||||||||||||||||||||
December 31, 2024 |
(350) |
(165) |
(131) |
(646) |
||||||||||||||||||||||||
Carrying amount: |
||||||||||||||||||||||||||||
| December 31, 2023 | 326 | 55 | 66 | 447 | ||||||||||||||||||||||||
December 31, 2024 |
270 |
52 |
64 |
386 |
||||||||||||||||||||||||
| Page 110 | Thomson Reuters Annual Report 2024 |
Internally Developed |
Acquisitions – Business Combinations (1) |
Purchased |
Total |
|||||||
Cost: |
||||||||||
December 31, 2022 |
5,054 | 264 | 80 | 5,398 | ||||||
Additions |
472 | 374 | 1 | 847 | ||||||
Removed from service |
(190) | (2) | - | (192) | ||||||
Disposals of businesses |
(219) | - | - | (219) | ||||||
| Translation and other, net | 23 | - | 1 | 24 | ||||||
| December 31, 2023 | 5,140 |
636 |
82 |
5,858 |
||||||
Additions |
569 |
306 |
2 |
877 |
||||||
Removed from service |
(99) |
- |
- |
(99) |
||||||
Disposals of businesses |
(52) |
- |
- |
(52) |
||||||
| Translation and other, net | 8 |
(20) |
(2) |
(14) |
||||||
December 31, 2024 |
5,566 |
922 |
82 |
6,570 |
||||||
Accumulated amortization: |
||||||||||
December 31, 2022 |
(4,201) | (187) | (75) | (4,463) | ||||||
Amortization |
(437) | (72) | (3) | (512) | ||||||
Removed from service |
190 | 2 | - | 192 | ||||||
Disposals of businesses |
183 | - | - | 183 | ||||||
| Translation and other, net | (23) | 1 | - | (22) | ||||||
| December 31, 2023 | (4,288) |
(256) |
(78) |
(4,622) |
||||||
Amortization |
(469) |
(147) |
(2) |
(618) |
||||||
Removed from service |
99 |
- |
- |
99 |
||||||
Disposals of businesses |
27 |
- |
- |
27 |
||||||
| Translation and other, net | (3) |
(1) |
1 |
(3) |
||||||
December 31, 2024 |
(4,634) |
(404) |
(79) |
(5,117) |
||||||
Carrying amount: |
||||||||||
December 31, 2023 |
852 | 380 | 4 | 1,236 | ||||||
December 31, 2024 |
932 |
518 |
3 |
1,453 |
(1) |
See note 30 for further information on acquired software assets. |
Thomson Reuters Annual Report 2024 |
Page 111 |
Indefinite Useful Life |
Finite Useful Life |
|||||||||||||||||||||||||||
Trade Names |
Trade Names |
Customer Relationships |
Databases and Content |
Other |
Total |
|||||||||||||||||||||||
Cost: |
||||||||||||||||||||||||||||
December 31, 2022 |
2,646 | 130 | 1,767 | 630 | 739 | 5,912 | ||||||||||||||||||||||
Acquisitions |
- | 18 | 19 | - | - | 37 | ||||||||||||||||||||||
Disposals of businesses |
- | (14) | (31) | - | - | (45) | ||||||||||||||||||||||
Translation and other, net |
- | - | 27 | 3 | 8 | 38 | ||||||||||||||||||||||
December 31, 2023 |
2,646 |
134 |
1,782 |
633 |
747 |
5,942 |
||||||||||||||||||||||
Acquisitions |
- |
27 |
36 |
- |
- |
63 |
||||||||||||||||||||||
Disposals of businesses |
- |
- |
- |
(1) |
- |
(1) |
||||||||||||||||||||||
Translation and other, net |
- |
(5) |
(25) |
(2) |
(15) |
(47) |
||||||||||||||||||||||
December 31, 2024 |
2,646 |
156 |
1,793 |
630 |
732 |
5,957 |
||||||||||||||||||||||
Accumulated amortization: |
||||||||||||||||||||||||||||
December 31, 2022 |
- | (118) | (1,287) | (573) | (715) | (2,693) | ||||||||||||||||||||||
Amortization |
- | (11) | (63) | (19) | (4) | (97) | ||||||||||||||||||||||
Disposals of businesses |
- | 14 | 31 | - | - | 45 | ||||||||||||||||||||||
Translation and other, net |
- | - | (22) | (2) | (8) | (32) | ||||||||||||||||||||||
December 31, 2023 |
- |
(115) |
(1,341) |
(594) |
(727) |
(2,777) |
||||||||||||||||||||||
Amortization |
- |
(10) |
(67) |
(14) |
- |
(91) |
||||||||||||||||||||||
Disposals of businesses |
- |
- |
- |
1 |
- |
1 |
||||||||||||||||||||||
Translation and other, net |
- |
4 |
23 |
2 |
15 |
44 |
||||||||||||||||||||||
December 31, 2024 |
- |
(121) |
(1,385) |
(605) |
(712) |
(2,823) |
||||||||||||||||||||||
Carrying amount: |
||||||||||||||||||||||||||||
December 31, 2023 |
2,646 | 19 | 441 | 39 | 20 | 3,165 | ||||||||||||||||||||||
December 31, 2024 |
2,646 |
35 |
408 |
25 |
20 |
3,134 |
||||||||||||||||||||||
December 31, |
||||||||
2024 |
2023 |
|||||||
Cost: |
||||||||
Balance as of January 1, |
6,719 |
5,869 | ||||||
Acquisitions |
714 |
879 | ||||||
Disposals of businesses |
(87) |
(104) | ||||||
Translation and other, net |
(84) |
75 | ||||||
Carrying amount as of December 31: |
7,262 |
6,719 | ||||||
| Page 112 | Thomson Reuters Annual Report 2024 |
October 1, |
||||
2024 |
||||
Legal Professionals |
3,689 | |||
Corporates |
2,027 | |||
Tax & Accounting Professionals |
1,148 | |||
Reuters News |
230 | |||
Global Print |
248 | |||
| 7,342 | ||||
Thomson Reuters Annual Report 2024 |
Page 113 |
Cash-Generating Unit |
Perpetual Growth Rate (1)
|
Discount Rate |
Tax Rate |
|||||||||
Legal Professionals |
2.5% | 11.0% | 26.6% | |||||||||
Corporates |
2.5% | 11.0% | 26.8% | |||||||||
Tax & Accounting Professionals |
3.0% | 11.5% | 27.6% | |||||||||
Reuters News |
2.5% | 13.0% | 25.0% | |||||||||
Global Print |
(5.5%) | 11.5% | 26.8% | |||||||||
| (1) | The perpetual growth rate is applied to the final year of cash flow projections. |
December 31, 2024 |
Assets/ (Liabilities) at Amortized Cost |
Assets/ (Liabilities) at Fair Value through Earnings |
Assets at Fair Value through Other Comprehensive Income or Loss |
Derivatives Used for Hedging (1)
|
Total |
|||||||||||||||
| Cash and cash equivalents | 873 |
1,095 |
- |
- |
1,968 |
|||||||||||||||
| Trade and other receivables | 1,087 |
- |
- |
- |
1,087 |
|||||||||||||||
| Other financial assets - current | 7 |
28 |
- |
- |
35 |
|||||||||||||||
| Other financial assets - non-current
|
11 |
332 |
99 |
- |
442 |
|||||||||||||||
| Current indebtedness | (973) |
- |
- |
- |
(973) |
|||||||||||||||
| Trade payables (see note 22) | (176) |
- |
- |
- |
(176) |
|||||||||||||||
| Accruals (see note 22) | (799) |
- |
- |
- |
(799) |
|||||||||||||||
| Other financial liabilities - current (2)
|
(75) |
(17) |
- |
(21) |
(113) |
|||||||||||||||
| Long-term indebtedness | (1,847) |
- |
- |
- |
(1,847) |
|||||||||||||||
| Other financial liabilities - non-current
(3)
|
(198) |
(34) |
- |
- |
(232) |
|||||||||||||||
| Total | (2,090) |
1,404 |
99 |
(21) |
(608) |
|||||||||||||||
| Page 114 | Thomson Reuters Annual Report 2024 |
December 31, 2023 |
Assets/ (Liabilities) at Amortized Cost |
Assets/ (Liabilities) at Fair Value through Earnings |
Assets at Fair Value through Other Comprehensive Income or Loss |
Derivatives Used for Hedging (1)
|
Total |
|||||||||||||||
| Cash and cash equivalents | 392 | 906 | - | - | 1,298 | |||||||||||||||
| Trade and other receivables | 1,122 | - | - | - | 1,122 | |||||||||||||||
| Other financial assets - current | 8 | 58 | - | - | 66 | |||||||||||||||
| Other financial assets - non-current
|
18 | 263 | 98 | 65 | 444 | |||||||||||||||
| Current indebtedness | (372) | - | - | - | (372) | |||||||||||||||
| Trade payables (see note 22) | (181) | - | - | - | (181) | |||||||||||||||
| Accruals (see note 22) | (798) | - | - | - | (798) | |||||||||||||||
| Other financial liabilities - current (2)(4)
|
(463) | (44) | - | - | (507) | |||||||||||||||
| Long-term indebtedness | (2,905) | - | - | - | (2,905) | |||||||||||||||
| Other financial liabilities - non-current
(3)
|
(227) | (10) | - | - | (237) | |||||||||||||||
| Total | (3,406) | 1,173 | 98 | 65 | (2,070) | |||||||||||||||
| (1) | Derivatives are entered into with specific objectives for each transaction, and are linked to specific assets, liabilities, firm commitments or highly probable forecasted transactions. |
| (2) | Includes lease liabilities of $58 million (2023 - $56 million). |
| (3) | Includes lease liabilities of $198 million (2023- $209 million). |
| (4) | Includes a commitment to repurchase up to $400 million of shares related to the Company’s pre-defined plan with its broker to repurchase the Company’s shares during its internal trading blackout period. See note 25. |
Carrying Amount |
Fair Value |
|||||||||||||||||||||||
|
December 31, 2024 |
Primary Debt Instruments |
Derivative Instruments |
Primary Debt Instruments |
Derivative Instruments |
||||||||||||||||||||
| $1,400 2.239% Notes due 2025 | 973 |
21 |
968 |
21 |
||||||||||||||||||||
| 500 3.35% Notes due 2026 | 499 |
- |
491 |
- |
||||||||||||||||||||
| 500 5.85% Notes due 2040 | 493 |
- |
507 |
- |
||||||||||||||||||||
| 119 4.50% Notes due 2043 (1)
|
116 |
- |
94 |
- |
||||||||||||||||||||
| 350 5.65% Notes due 2043 | 342 |
- |
338 |
- |
||||||||||||||||||||
| 400 5.50% Debentures due 2035 | 397 |
- |
401 |
- |
||||||||||||||||||||
| Total | 2,820 |
21 |
2,799 |
21 |
||||||||||||||||||||
| Current portion | 973 |
21 |
||||||||||||||||||||||
| Long-term portion | 1,847 |
- |
||||||||||||||||||||||
Thomson Reuters Annual Report 2024 |
Page 115 |
Carrying Amount |
Fair Value |
|||||||||||||||||||||||
|
December 31, 2023 |
Primary Debt Instruments |
Derivative Instruments (Asset) |
Primary Debt Instruments |
Derivative Instruments (Asset) |
||||||||||||||||||||
| Commercial paper | 130 | - | 130 | - | ||||||||||||||||||||
| $1,400 2.239% Notes due 2025 | 1,060 | (65) | 1,026 | (65) | ||||||||||||||||||||
| 242 3.85% Notes due 2024 (2)
|
242 | - | 239 | - | ||||||||||||||||||||
| 500 3.35% Notes due 2026 | 499 | - | 482 | - | ||||||||||||||||||||
| 500 5.85% Notes due 2040 | 492 | - |
519 | - |
||||||||||||||||||||
| 119 4.50% Notes due 2043 (1)
|
116 | - | 95 | - | ||||||||||||||||||||
| 350 5.65% Notes due 2043 | 342 | - | 346 | - | ||||||||||||||||||||
| 400 5.50% Debentures due 2035 | 396 | - | 415 | - | ||||||||||||||||||||
| Total | 3,277 | (65) | 3,252 | (65) | ||||||||||||||||||||
| Current portion | 372 | |||||||||||||||||||||||
| Long-term portion | 2,905 | (65) | ||||||||||||||||||||||
| (1) | Originally issued $350 million of notes, of which the Company redeemed $231 million in October 2018. |
| (2) | Originally issued $450 million of notes, of which the Company redeemed $208 million in October 2018. |
• |
$500 million 3.35 % Notes due 2026; |
• |
$500 million 5.85% Notes due 2040; |
• |
$119 million 4.50% Notes due 2043; |
• |
$350 million 5.65% Notes due 2043; and |
• |
$400 million 5.50% Debentures due 2035. |
Received |
Paid |
Hedged Risk |
Year of Maturity |
Principal Amount |
||||
Cash flow hedges |
||||||||
| Canadian dollar fixed | U.S. dollar fixed | Foreign exchange | 2025 | US$999 | ||||
| Page 116 | Thomson Reuters Annual Report 2024 |
December 31, |
December 31, |
|||||||||||||||||||
2024 |
2023 |
2024 |
2023 |
|||||||||||||||||
Before Currency Hedging Arrangements |
After Currency Hedging Arrangements (1)
|
|||||||||||||||||||
| Canadian dollar | 973 |
1,060 | - |
- | ||||||||||||||||
| U.S. dollar | 1,847 |
2,217 | 2,841 |
3,212 | ||||||||||||||||
2,820 |
3,277 | 2,841 |
3,212 | |||||||||||||||||
| (1) | Includes fair value adjustments of $5 million and $2 million as of December 31, 2024 and 2023, respectively, associated with the interest related fair value component of hedging instruments.
|
Year ended December 31, |
||||||||||||||||||||
2024 |
2023 | |||||||||||||||||||
Fair Value Loss Through Earnings |
Fair Value Gain Through Equity |
Fair Value (Loss) Gain Through Earnings |
Fair Value Loss Through Equity |
|||||||||||||||||
| Foreign exchange contracts | (2) |
- |
(132) | - | ||||||||||||||||
| Hedging instruments: | ||||||||||||||||||||
Cross currency interest rate swaps - cash flow hedges |
(97) |
13 |
29 | (8) | ||||||||||||||||
Forward interest rate swaps - cash flow hedges |
- |
- |
1 | - | ||||||||||||||||
(99) |
13 |
(102) | (8) | |||||||||||||||||
Thomson Reuters Annual Report 2024 |
Page 117 |
Increase (decrease) impact on earnings from: |
£ |
€ |
C$ |
Other Currencies |
Total |
|||||||||||||||
| Financial assets and liabilities (1)
|
1 |
(1) |
1 |
2 |
3 |
|||||||||||||||
| Receivables under indemnification arrangement | (24) |
(1) |
- |
(2) |
(27) |
|||||||||||||||
|
Non-permanent intercompany loans |
7 |
8 |
63 |
18 |
96 |
|||||||||||||||
| Total impact on earnings | (16) |
6 |
64 |
18 |
72 |
|||||||||||||||
| (1) | Excludes debt which has been swapped into U.S. dollar obligations. |
• |
Cash investments are placed with high-quality financial institutions with limited exposure to any one institution. As of December 31, 2024, approximately 99% of cash and cash equivalents were held by institutions that were rated at “A-“ or higher by at least one of the major credit rating agencies; |
• |
Counterparties to derivative contracts are major investment-grade international financial institutions and exposure to any single counterparty is monitored and limited; and |
• |
The Company assesses the creditworthiness of its customers. |
| Page 118 | Thomson Reuters Annual Report 2024 |
December 31, 2024 |
2025 |
2026 |
2027 |
2028 |
2029 |
Thereafter |
Total |
|||||||||||||||||||||
| Notes/debentures (1)
|
973 |
500 |
- |
- |
- |
1,369 |
2,842 |
|||||||||||||||||||||
| Interest payable (1)
|
104 |
84 |
76 |
76 |
76 |
791 |
1,207 |
|||||||||||||||||||||
| Debt-related hedges outflows (2)
|
1,011 |
- |
- |
- |
- |
- |
1,011 |
|||||||||||||||||||||
| Debt-related hedges inflows (1)
|
(984) |
- |
- |
- |
- |
- |
(984) |
|||||||||||||||||||||
| Trade payables | 176 |
- |
- |
- |
- |
- |
176 |
|||||||||||||||||||||
| Accruals | 799 |
- |
- |
- |
- |
- |
799 |
|||||||||||||||||||||
| Lease liabilities | 72 |
60 |
45 |
30 |
24 |
73 |
304 |
|||||||||||||||||||||
| Other financial liabilities | 34 |
34 |
- |
- |
- |
- |
68 |
|||||||||||||||||||||
| Total | 2,185 |
678 |
121 |
106 |
100 |
2,233 |
5,423 |
|||||||||||||||||||||
| December 31, 2023 | 2024 |
2025 |
2026 |
2027 |
2028 |
Thereafter |
Total |
|||||||||||||||||||||
| Commercial paper | 130 | - | - | - | - | - | 130 | |||||||||||||||||||||
| Notes/debentures (1)
|
242 | 1,062 | 500 | - | - | 1,369 | 3,173 | |||||||||||||||||||||
| Interest payable (1)
|
126 | 105 | 84 | 76 | 76 | 867 | 1,334 | |||||||||||||||||||||
| Debt-related hedges outflows (2)
|
22 | 1,011 | - | - | - | - | 1,033 | |||||||||||||||||||||
| Debt-related hedges inflows (1)
|
(24) | (1,074) | - | - | - | - | (1,098) | |||||||||||||||||||||
| Trade payables | 181 | - | - | - | - | - | 181 | |||||||||||||||||||||
| Accruals | 798 | - | - | - | - | - | 798 | |||||||||||||||||||||
| Lease liabilities | 67 | 59 | 47 | 36 | 24 | 91 | 324 | |||||||||||||||||||||
| Foreign exchange contracts outflows (3)
|
1,575 | - | - | - | - | - | 1,575 | |||||||||||||||||||||
| Foreign exchange contracts inflows (4)
|
(1,601) | - | - | - | - | - | (1,601) | |||||||||||||||||||||
| Other financial liabilities | 419 | 28 | - | - | - | - | 447 | |||||||||||||||||||||
| Total | 1,935 | 1,191 | 631 | 112 | 100 | 2,327 | 6,296 | |||||||||||||||||||||
| (1) | Represents contractual cash flows calculated using spot foreign exchange rates as of the period then ended. |
| (2) | Represents contractual U.S. dollar cash flows. |
| (3) | Represents contractual cash flows translated at the contract rate. |
| (4) | Represents contractual cash flows calculated using forward foreign exchange rates as of the period then ended. |
Thomson Reuters Annual Report 2024 |
Page 119 |
Moody’s |
S&P Global Ratings |
DBRS Limited |
Fitch |
|||||
| Long-term debt | Baa1 | BBB+ | BBB (high) | BBB+ | ||||
| Commercial paper | P-2 |
A-2 |
R-2 (high) |
F1 | ||||
| Trend/Outlook | Stable | Stable | Stable | Stable |
December 31, |
||||||||
2024 |
2023 |
|||||||
| Current indebtedness | 973 |
372 | ||||||
| Long-term indebtedness | 1,847 |
2,905 | ||||||
| Total debt | 2,820 |
3,277 | ||||||
| Swaps | 21 |
(65) | ||||||
| Total debt after swaps | 2,841 |
3,212 | ||||||
| Remove fair value adjustments for hedges (1)
|
5 |
2 | ||||||
| Total debt after currency hedging arrangements | 2,846 |
3,214 | ||||||
| Remove transaction costs, premiums or discounts, included in the carrying value of debt | 22 |
26 | ||||||
| Add: Lease liabilities (current and non-current)
|
256 |
265 | ||||||
| Less: cash and cash equivalents | (1,968) |
(1,298) | ||||||
| Net debt | 1,156 |
2,207 | ||||||
| (1) | Represents the interest-related fair value component of hedging instruments that are removed to reflect net cash outflow upon maturity. |
| Page 120 | Thomson Reuters Annual Report 2024 |
Notes and Debentures |
Commercial Paper |
Derivative Instruments (Assets) Liabilities |
Lease Liabilities |
Total Liabilities From Financing Activities |
||||||||||||||||
| December 31, 2022 | 3,713 | 1,048 | (42) | 235 | 4,954 | |||||||||||||||
| Repayments of debt | (600) | - | - | - | (600) | |||||||||||||||
| Proceeds from commercial paper | - | 9,587 | - | - | 9,587 | |||||||||||||||
| Repayments of commercial paper | - | (10,543) | - | - | (10,543) | |||||||||||||||
| Payments of lease principal | - | - | - | (58) | (58) | |||||||||||||||
| Additional leases | - | - | - | 80 | 80 | |||||||||||||||
| Foreign exchange movements | 29 | - | (29) | 5 | 5 | |||||||||||||||
| Other, net (1)
|
5 | 38 | 6 | 3 | 52 | |||||||||||||||
| December 31, 2023 | 3,147 |
130 |
(65) |
265 |
3,477 |
|||||||||||||||
| Repayments of debt | (290) |
- |
- |
- |
(290) |
|||||||||||||||
| Proceeds from commercial paper | - |
3,280 |
- |
- |
3,280 |
|||||||||||||||
| Repayments of commercial paper | - |
(3,420) |
- |
- |
(3,420) |
|||||||||||||||
| Payments of lease principal | - |
- |
- |
(63) |
(63) |
|||||||||||||||
| Additional leases | - |
- |
- |
52 |
52 |
|||||||||||||||
| Acquisitions | 48 |
- |
- |
6 |
54 |
|||||||||||||||
| Foreign exchange movements | (88) |
- |
88 |
(10) |
(10) |
|||||||||||||||
| Other, net (1)
|
3 |
10 |
(2) |
6 |
17 |
|||||||||||||||
December 31, 2024 |
2,820 |
- |
21 |
256 |
3,097 |
|||||||||||||||
| (1) | Includes amortization of transaction and discount costs as well as fair value movements on derivatives. |
• |
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; |
• |
Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and |
• |
Level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). |
December 31, 2024 |
Level 1 |
Level 2 |
Level 3 |
Total Balance |
||||||||||||
Assets |
||||||||||||||||
Money market accounts
and other securities |
- |
1,095 |
- |
1,095 |
||||||||||||
Other receivables (1)
|
- |
- |
360 |
360 |
||||||||||||
| Financial assets at fair value through earnings | - |
1,095 |
360 |
1,455 |
||||||||||||
| Financial assets at fair value through other comprehensive income (2)
|
1 |
- |
98 |
99 |
||||||||||||
| Total assets | 1 |
1,095 |
458 |
1,554 |
||||||||||||
| Liabilities | ||||||||||||||||
Derivatives used for hedging (3)
|
- |
(21) |
- |
(21) |
||||||||||||
Contingent consideration (4)
|
- |
- |
(51) |
(51) |
||||||||||||
| Financial liabilities at fair value through earnings | - |
(21) |
(51) |
(72) |
||||||||||||
| Total liabilities | - |
(21) |
(51) |
(72) |
||||||||||||
Thomson Reuters Annual Report 2024 |
Page 121 |
December 31, 2023 |
Level 1 |
Level 2 |
Level 3 |
Total Balance |
||||||||||||
Assets |
||||||||||||||||
Money market accounts |
- | 906 | - | 906 | ||||||||||||
Other receivables (1)
|
- | - | 263 | 263 | ||||||||||||
Foreign exchange contracts (5)
|
- | 58 | - | 58 | ||||||||||||
| Financial assets at fair value through earnings | - | 964 | 263 | 1,227 | ||||||||||||
| Financial assets at fair value through other comprehensive income (2)
|
33 | - | 65 | 98 | ||||||||||||
| Derivatives used for hedging (3)
|
- | 65 | - | 65 | ||||||||||||
| Total assets | 33 | 1,029 | 328 | 1,390 | ||||||||||||
| Liabilities | ||||||||||||||||
Foreign exchange contracts (5)
|
- | (32) | - | (32) | ||||||||||||
Contingent consideration (4)
|
- | - | (22) | (22) | ||||||||||||
| Financial liabilities at fair value through earnings | - | (32) | (22) | (54) | ||||||||||||
| Total liabilities | - | (32) | (22) | (54) | ||||||||||||
| (1) | Receivable under an indemnification arrangement and contingent receivable (see below). |
| (2) | Investments in entities over which the Company does not have control, joint control or significant influence. |
| (3) | Comprised of fixed-to-fixed |
| (4) | Obligations to pay additional consideration for prior acquisitions, based upon performance measures contractually agreed at the time of purchase, and to purchase shares from minority owners of a subsidiary. |
| (5) | Related to the management of foreign exchange risk on a portion of the Company’s former indirect investment in LSEG. |
• |
The fair value of investments reflect pricing from equity funding rounds, as applicable, and quoted market prices; |
• |
The fair value of cross-currency interest rate swaps and foreign exchange contracts are calculated as the present value of the estimated future cash flows based on observable yield curves; |
• |
The fair value of receivables due under indemnification arrangement considers estimated future cash flows, current market interest rates and non-performance risk; |
• |
The fair value of contingent receivables from the sale of FindLaw are based on a discounted cash flow analysis; |
• |
The fair value of contingent consideration liability is calculated based on estimates of future revenue performance or the achievement of certain commercial milestones. |
| Page 122 | Thomson Reuters Annual Report 2024 |
Financial assets |
Gross Financial Assets |
Gross Financial Liabilities Netted Against Assets |
|
Net Financial Assets in the Consolidated Statement of Financial Position |
|
Related Financial Liabilities Not Netted |
Net Amount |
|||||||||||||
Cash and cash equivalents |
51 |
- |
51 |
(1) |
- |
51 |
||||||||||||||
December 31, 2024 |
51 |
- |
51 |
- |
51 |
|||||||||||||||
Derivative financial assets |
123 |
- |
123 |
(2) |
- |
123 |
||||||||||||||
Cash and cash equivalents |
63 |
- |
63 |
(1) |
- |
63 |
||||||||||||||
December 31, 2023 |
186 |
- |
186 |
- |
186 |
|||||||||||||||
Financial liabilities |
Gross Financial Liabilities |
Gross Financial Assets Netted Against Liabilities |
|
Net Financial Liabilities in the Consolidated Statement of Financial Position |
|
Related Financial Assets Not Netted |
Net Amount |
|||||||||||||
Derivative financial liabilities |
21 |
- |
21 |
(3) |
- |
21 |
||||||||||||||
December 31, 2024 |
21 |
- |
21 |
- |
21 |
|||||||||||||||
Derivative financial liabilities |
32 |
- |
32 |
(3) |
- |
32 |
||||||||||||||
December 31, 2023 |
32 |
- |
32 |
- |
32 |
|||||||||||||||
| (1) | Included within “Cash and cash equivalents” in the consolidated statement of financial position. |
| (2) | Included within “Other financial assets”, current or non-current as appropriate, in the consolidated statement of financial position. |
| (3) | Included within “Other financial liabilities”, current or non-current as appropriate, in the consolidated statement of financial position. |
December 31, |
||||||||
2024 |
2023 |
|||||||
| Cash surrender value of life insurance policies | 370 |
354 | ||||||
| Deferred commissions | 98 |
108 | ||||||
| Net defined benefit plan surpluses (see note 27) | 40 |
45 | ||||||
| Other non-current assets(1)
|
117 |
111 | ||||||
| Total other non-current assets |
625 |
618 | ||||||
| (1) | Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $89 million and $91 million as of December 31, 2024 and 2023, respectively (see note 31). |
December 31, |
||||||||
2024 |
2023 |
|||||||
| Trade payables | 176 |
181 | ||||||
| Accruals | 799 |
798 | ||||||
| Provisions (see note 23) | 63 |
92 | ||||||
| Other current liabilities | 53 |
43 | ||||||
| Total payables, accruals and provisions | 1,091 |
1,114 | ||||||
Thomson Reuters Annual Report 2024 |
Page 123 |
December 31, |
||||||||
2024 |
2023 |
|||||||
| Net defined benefit plan obligations (see note 27) | 523 |
535 | ||||||
| Deferred compensation and employee incentives | 75 |
74 | ||||||
| Provisions | 62 |
71 | ||||||
| Other non-current liabilities |
15 |
12 | ||||||
| Total provisions and other non-current liabilities |
675 |
692 | ||||||
Employee-Related |
Facilities-Related |
Other |
Total |
|||||||||||||
| Balance as of December 31, 2022 | 52 | 23 | 119 | 194 | ||||||||||||
| Charges (releases) | 55 | 3 | (4) | 54 | ||||||||||||
| Utilization | (63) | (4) | (17) | (84) | ||||||||||||
| Translation and other, net | 1 | 1 | (3) | (1) | ||||||||||||
| Balance as of December 31, 2023 | 45 | 23 | 95 | 163 | ||||||||||||
| Less: short-term provisions | 45 | 2 | 45 | 92 | ||||||||||||
| Long-term provisions | - | 21 | 50 | 71 | ||||||||||||
| Balance as of December 31, 2023 | 45 |
23 |
95 |
163 |
||||||||||||
| Charges | 21 |
- |
19 |
40 |
||||||||||||
| Utilization | (45) |
(2) |
(29) |
(76) |
||||||||||||
| Translation and other, net | (1) |
(1) |
- |
(2) |
||||||||||||
Balance as of December 31, 2024 |
20 |
20 |
85 |
125 |
||||||||||||
Less: short-term provisions |
20 |
1 |
42 |
63 |
||||||||||||
Long-term provisions |
- |
19 |
43 |
62 |
||||||||||||
Deferred tax liabilities |
Goodwill and Other Identifiable Intangible Assets |
Equity Method Investments |
Other |
Total |
||||||||||||
| December 31, 2022 | 512 | 703 | 57 | 1,272 | ||||||||||||
| Acquisitions | 7 | - | 61 | 68 | ||||||||||||
(Benefit) expense to income statement - continuing operations |
(6) | (400) | 21 | (385) | ||||||||||||
| Translation and other, net | (6) | (1) | 12 | 5 | ||||||||||||
| December 31, 2023 | 507 |
302 |
151 |
960 |
||||||||||||
| Acquisitions | 10 |
- |
59 |
69 |
||||||||||||
Benefit to income statement - continuing operations |
(1) |
(258) |
(58) |
(317) |
||||||||||||
Expense to other comprehensive income |
- |
- |
2 |
2 |
||||||||||||
| Translation and other, net | - |
- |
(17) |
(17) |
||||||||||||
December 31, 2024 |
516 |
44 |
137 |
697 |
||||||||||||
| Page 124 | Thomson Reuters Annual Report 2024 |
Deferred tax assets |
Tax Losses and Other Attributes |
Goodwill and Other Identifiable Intangible Assets |
Employee Benefits and Compensation |
Other |
Total |
|||||||||||||||
| December 31, 2022 | 176 | 979 | 185 | 153 | 1,493 | |||||||||||||||
| Acquisitions | 12 | - | - | 5 | 17 | |||||||||||||||
Benefit (expense) to income statement – continuing operations |
3 | - | (6 | ) | 6 | 3 | ||||||||||||||
| Expense to equity | - | - | (3 | ) | - | (3 | ) | |||||||||||||
| Translation and other, net | (1 | ) | 1 | 1 | - | 1 | ||||||||||||||
| December 31, 2023 | 190 |
980 |
177 |
164 |
1,511 |
|||||||||||||||
| Acquisitions | 18 |
- |
- |
1 |
19 |
|||||||||||||||
Benefit (expense) to income statement – continuing operations |
323 |
(113 |
) |
5 |
108 |
323 |
||||||||||||||
| Expense to other comprehensive income | - |
- |
(5 |
) |
(1 |
) |
(6 |
) |
||||||||||||
| Expense to equity | - |
- |
(4 |
) |
- |
(4 |
) |
|||||||||||||
| Translation and other, net | (8 |
) |
(2 |
) |
- |
(1 |
) |
(11 |
) |
|||||||||||
December 31, 2024 |
523 |
865 |
173 |
271 |
1,832 |
|||||||||||||||
| Net deferred tax asset as of December 31, 2023 | 551 | |||||||||||||||||||
Net deferred tax asset as of December 31, 2024 |
1,135 |
|||||||||||||||||||
December 31, |
||||||||
2024 |
2023 |
|||||||
Deferred tax liabilities |
||||||||
| Deferred tax liabilities to be recovered after more than 12 months | 690 | 957 | ||||||
| Deferred tax liabilities to be recovered within 12 months | 7 | 3 | ||||||
| Total deferred tax liabilities | 697 |
960 | ||||||
| Deferred tax assets | ||||||||
| Deferred tax assets to be recovered after more than 12 months | 1,744 |
1,428 | ||||||
| Deferred tax assets to be recovered within 12 months | 88 |
83 | ||||||
| Total deferred tax assets | 1,832 |
1,511 | ||||||
| Net deferred tax asset | 1,135 |
551 | ||||||
Carry Forward Loss/ Tax Attributes |
Tax Value |
Unrecognized Deferred Tax Assets |
Net Deferred Tax Assets |
|||||||||||||
| Canadian net operating losses | 1,752 |
464 |
(134) |
330 |
||||||||||||
| Net operating losses - other jurisdictions | 1,840 |
440 |
(334) |
106 |
||||||||||||
| Capital losses | 466 |
117 |
(108) |
9 |
||||||||||||
| Investment in subsidiaries | 349 |
85 |
(85) |
- |
||||||||||||
| Other deductible temporary differences | 371 |
96 |
(19) |
77 |
||||||||||||
| U.S. state net operating losses (1)
|
n/m |
2 |
(1) |
1 |
||||||||||||
| Total | 4,778 |
1,204 |
(681) |
523 |
||||||||||||
(1) |
The aggregation of U.S. state net operating losses is not meaningful due to differing combination and apportionment rules in various states. |
Thomson Reuters Annual Report 2024 |
Page 125 |
Number of Common Shares |
Stated Share Capital |
Cumulative Redeemable Preference Share Capital |
Contributed Surplus |
Total Capital |
||||||||||||||||
| Balance, December 31, 2022 | 476,059,110 | $3,754 | $110 | $1,534 | $5,398 | |||||||||||||||
| Return of capital | (15,781,853) | (2,107) | - | 60 | (2,047) | |||||||||||||||
| Shares issued under DRIP | 162,457 | 21 | - | - | 21 | |||||||||||||||
| Stock compensation plans (1)
|
1,147,749 | 142 | - | (90) | 52 | |||||||||||||||
| Repurchases of common shares (2)
|
(8,624,631) | (19) | - | - | (19) | |||||||||||||||
| Balance, December 31, 2023 | 452,962,832 |
1,791 |
110 |
1,504 |
3,405 |
|||||||||||||||
| Shares issued under DRIP | 180,659 |
29 |
- |
- |
29 |
|||||||||||||||
| Stock compensation plans (1)
|
942,756 |
152 |
- |
(73) |
79 |
|||||||||||||||
| Repurchases of common shares | (4,075,762) |
(15) |
- |
- |
(15) |
|||||||||||||||
Balance, December 31, 2024 |
450,010,485 |
$1,957 |
$110 |
$1,431 |
$3,498 |
|||||||||||||||
| (1) | Movements in contributed surplus include cash payments related to withholding tax on stock compensation plans. |
| (2) | Stated share capital was reduced by $11 million related to the Company’s pre-defined share repurchase plan. See share repurchases below. |
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
| Dividends declared per common share | $ |
2.16 |
$ | 1.96 | ||||
| Dividends declared | 973 |
908 | ||||||
| Dividends reinvested | (29) |
(21) | ||||||
| Dividends paid | 944 |
887 | ||||||
| Page 126 | Thomson Reuters Annual Report 2024 |
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
| Share repurchases (millions of U.S. dollars) | 639 |
1,079 | ||||||
| Shares repurchased (number in millions) | 4.1 |
8.6 | ||||||
| Share repurchases - average price per share | $ |
156.92 |
$ | 125.07 | ||||
| Equity-settled | ||||||
| Type of award |
Vesting period |
Fair Value Measure |
Compensation expense based on: | |||
| Stock options |
Up to four years | option pricing model |
to grant date | |||
| TRSUs |
Up to five years | share price |
to grant date | |||
| PRSUs |
performance period |
share price |
to grant date and adjusting the number of awards expected to vest based on company performance |
Thomson Reuters Annual Report 2024 |
Page 127 |
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
| Weighted-average fair value | $35.93 |
$25.93 | ||||||
| Weighted-average of key assumptions: | ||||||||
Share price |
$157.02 |
$121.16 | ||||||
Exercise price |
$157.02 |
$121.16 | ||||||
Risk-free interest rate |
4.2% |
4.2% | ||||||
Dividend yield |
1.8% |
2.1% | ||||||
Volatility factor |
23% |
22% | ||||||
Expected life (in years) |
5 |
5 | ||||||
Awards outstanding (in thousands): |
Stock Options |
TRSUs |
PRSUs |
Total |
Weighted- Average Exercise Price (1)
|
|||||||||||||||
| Outstanding as of December 31, 2022 | 1,908 | 1,390 | 798 | 4,096 | $78.06 | |||||||||||||||
| Granted | 245 | 446 | 244 | 935 | $121.16 | |||||||||||||||
| Exercised | (734 | ) | (693 | ) | (283 | ) | (1,710 | ) | $68.66 | |||||||||||
| Forfeited | (85 | ) | (125 | ) | (116 | ) | (326 | ) | $99.68 | |||||||||||
Outstanding as of December 31, 2023 |
1,334 |
1,018 |
643 |
2,995 |
$89.76 |
|||||||||||||||
| Exercisable as of December 31, 2023 | 546 | - | - | 546 | $77.32 | |||||||||||||||
Granted |
196 |
438 |
338 |
972 |
$157.02 |
|||||||||||||||
Exercised |
(273 |
) |
(578 |
) |
(347 |
) |
(1,198 |
) |
$77.98 |
|||||||||||
Forfeited |
(44 |
) |
(82 |
) |
(64 |
) |
(190 |
) |
$122.15 |
|||||||||||
Outstanding as of December 31, 2024 |
1,213 |
796 |
570 |
2,579 |
$102.10 |
|||||||||||||||
Exercisable as of December 31, 2024 |
677 |
- |
- |
677 |
$84.32 |
|||||||||||||||
| (1) | Represents the weighted-average exercise price for stock options. TRSUs and PRSUs are excluded as they entitle holders to receive common shares upon vesting without an associated exercise price. |
| Page 128 | Thomson Reuters Annual Report 2024 |
Stock Options |
TRSUs |
PRSUs |
ESPP |
Total |
||||||
December 31, 2024 |
5 |
52 |
25 |
5 |
87 |
|||||
| December 31, 2023 | 5 | 47 | 25 | 6 | 83 |
Range of exercise prices (1)
|
Number Outstanding (in thousands) |
Weighted- Average Remaining Contractual Life (years) |
Weighted- Average Exercise Price for Awards Outstanding |
Number Exercisable (in thousands) |
Weighted- Average Exercise Price for Awards Exercisable |
|||||
$50.01 - $55.00 |
48 |
4 |
$54.36 |
48 |
$54.36 |
|||||
$75.01 - $80.00 |
322 |
5 |
$75.96 |
322 |
$75.96 |
|||||
$85.01 - $90.00 |
239 |
6 |
$88.87 |
164 |
$88.87 |
|||||
$100.01 - $105.00 |
220 |
7 |
$102.00 |
97 |
$102.00 |
|||||
$120.01 - $125.00 |
199 |
8 |
$121.19 |
46 |
$121.20 |
|||||
$155.01 - $160.00 |
183 |
9 |
$156.94 |
- |
$156.94 |
|||||
$165.01 - $170.00 |
2 |
9 |
$167.87 |
- |
$167.87 |
|||||
Total |
1,213 |
677 |
| (1) | TRSUs and PRSUs are excluded as they entitle holders to receive common shares upon vesting without an associated exercise price. |
Thomson Reuters Annual Report 2024 |
Page 129 |
Pension Plans
(1)
|
OPEB
(1)
|
Total
(1)
|
||||||||||||||||||||||
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
|||||||||||||||||||
| As of January 1 | (418) |
(397) | (72) |
(81) | (490) |
(478) | ||||||||||||||||||
| Plan (expense) benefit recognized in income statement | (44) |
(42) | 8 |
(5) | (36) |
(47) | ||||||||||||||||||
| Actuarial gains (losses) | 11 |
(9) | (6) |
9 | 5 |
- | ||||||||||||||||||
| Exchange differences | - |
2 | 3 |
- | 3 |
2 | ||||||||||||||||||
| Contributions paid | 28 |
28 | 7 |
5 | 35 |
33 | ||||||||||||||||||
Net plan obligations as of December 31 |
(423) |
(418) | (60) |
(72) | (483) |
(490) | ||||||||||||||||||
Net plan surpluses recognized in non-current assets |
40 |
45 | ||||||||||||||||||||||
Net plan obligations recognized in non-current liabilities |
(523) |
(535) | ||||||||||||||||||||||
(1) |
Includes amounts for immaterial defined benefit and OPEB plans that are not included in the detailed analysis below. |
Funded |
Unfunded (1)
|
OPEB |
Total |
|||||||||||||||||||||||||||||
As of December 31, |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
||||||||||||||||||||||||
| Present value of plan obligations | (2,382) |
(2,606) | (212) |
(231) | (34) |
(50) | (2,628) |
(2,887) | ||||||||||||||||||||||||
| Fair value of plan assets | 2,174 |
2,421 | - |
- | - |
- | 2,174 |
2,421 | ||||||||||||||||||||||||
| Net plan obligations | (208) |
(185) | (212) |
(231) | (34) |
(50) | (454) |
(466) | ||||||||||||||||||||||||
| Net plan surpluses | 34 |
39 | - |
- | - |
- | 34 |
39 | ||||||||||||||||||||||||
| Net plan obligations | (242) |
(224) | (212) |
(231) | (34) |
(50) | (488) |
(505) | ||||||||||||||||||||||||
| (1) | Unfunded pension plans consist of SERPs. |
Present Value of Defined Benefit Obligations |
Funded |
Unfunded |
OPEB |
Total |
||||||||||||||||||||||||||||
As of December 31, |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
||||||||||||||||||||||||
| Opening defined benefit obligation | (2,606) |
(2,502) | (231) |
(227) | (50) |
(58) | (2,887) |
(2,787) | ||||||||||||||||||||||||
| Current service cost | (4) |
(3) | (1) |
(1) | (1) |
(1) | (6) |
(5) | ||||||||||||||||||||||||
| Administration fees | (15) |
(15) | - |
- | - |
- | (15) |
(15) | ||||||||||||||||||||||||
| Interest cost | (123) |
(126) | (11) |
(12) | (2) |
(3) | (136) |
(141) | ||||||||||||||||||||||||
Actuarial gains (losses) from changes in financial assumptions (1)
|
179 |
(88) | 9 |
(6) | 1 |
8 | 189 |
(86) | ||||||||||||||||||||||||
Actuarial gains from changes in demographic assumptions |
- |
37 | - |
- | - |
3 | - |
40 | ||||||||||||||||||||||||
| Experience losses | (4) |
(19) | (1) |
(6) | (2) |
(3) | (7) |
(28) | ||||||||||||||||||||||||
| Contributions by employees | (2) |
(2) | - |
- | (2) |
(2) | (4) |
(4) | ||||||||||||||||||||||||
| Benefits paid | 159 |
142 | 22 |
22 | 9 |
6 | 190 |
170 | ||||||||||||||||||||||||
| Administration fees disbursements | 15 |
15 | - |
- | - |
- | 15 |
15 | ||||||||||||||||||||||||
| Plan amendments | (1) |
- | - |
- | 13 |
12 |
- | |||||||||||||||||||||||||
| Exchange differences | 20 |
(45) | 1 |
(1) | - |
- | 21 |
(46) | ||||||||||||||||||||||||
Closing defined benefit obligation |
(2,382) |
(2,606) | (212) |
(231) | (34) |
(50) | (2,628) |
(2,887) | ||||||||||||||||||||||||
| (1) | For funded plans, gains in 2024, were primarily associated with an increase in discount rates and losses in 2023, were primarily associated with a decrease in discount rates, used to measure the obligation. |
| Page 130 | Thomson Reuters Annual Report 2024 |
As of December 31, |
2024 |
2023 | As of December 31, |
2024 |
2023 | |||||||||||||||||
| Active employees | 19% |
21% | U.S. | 71% |
70% | |||||||||||||||||
| Deferred | 35% |
35% | U.K. | 24% |
25% | |||||||||||||||||
| Retirees | 46% |
44% | Rest of world | 5% |
5% | |||||||||||||||||
Closing defined benefit obligation |
100% |
100% | 100% |
100% | ||||||||||||||||||
Fair Value of Plan Assets |
Funded |
Unfunded |
OPEB |
Total |
||||||||||||||||||||||||||||
As of December 31, |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
||||||||||||||||||||||||
| Opening fair value of plan assets | 2,421 |
2,337 | - |
- | - |
- | 2,421 |
2,337 | ||||||||||||||||||||||||
| Interest income (1)
|
113 |
117 | - |
- | - |
- | 113 |
117 | ||||||||||||||||||||||||
Return on plan assets excluding amounts included in interest income (2)
|
(173) |
70 | - |
- | - |
- | (173) |
70 | ||||||||||||||||||||||||
| Contributions by employer | 6 |
6 | 22 |
22 | 7 |
4 | 35 |
32 | ||||||||||||||||||||||||
| Contributions by employees | 2 |
2 | - |
- | 2 |
2 | 4 |
4 | ||||||||||||||||||||||||
| Benefits paid | (159) |
(142) | (22) |
(22) | (9) |
(6) | (190) |
(170) | ||||||||||||||||||||||||
| Administration fees disbursements | (15) |
(15) | - |
- | - |
- | (15) |
(15) | ||||||||||||||||||||||||
| Exchange differences | (21) |
46 | - |
- | - |
- | (21) |
46 | ||||||||||||||||||||||||
Closing fair value of plan assets |
2,174 |
2,421 | - |
- | - |
- | 2,174 |
2,421 | ||||||||||||||||||||||||
| (1) | Interest income is calculated using the discount rate for the period. |
| (2) | Return on plan assets represents the difference between the actual return on plan assets and the interest income computed using the discount rate. |
Thomson Reuters Annual Report 2024 |
Page 131 |
Quoted (1)
|
Unquoted |
Total |
||||||||||||||||||||||
| As of December 31, |
2024 |
2023 | 2024 |
2023 | 2024 |
2023 | ||||||||||||||||||
| Equities (2)
|
1 |
- | 522 |
507 | 523 |
507 | ||||||||||||||||||
| Bonds (3)
|
||||||||||||||||||||||||
Corporate |
- |
- | 566 |
575 | 566 |
575 | ||||||||||||||||||
Government |
- |
- | 365 |
333 | 365 |
333 | ||||||||||||||||||
Other fixed income |
- |
- | 294 |
258 | 294 |
258 | ||||||||||||||||||
| Total Bonds |
- |
- | 1,225 |
1,166 | 1,225 |
1,166 | ||||||||||||||||||
| Multi-asset (4)
|
- |
- | 91 |
131 | 91 |
131 | ||||||||||||||||||
| Derivatives |
(2) |
- | 1 |
242 | (1) |
242 | ||||||||||||||||||
| Cash and cash equivalents |
40 |
51 | 197 |
220 | 237 |
271 | ||||||||||||||||||
| Other (5)
|
5 |
3 | 94 |
101 | 99 |
104 | ||||||||||||||||||
| Total |
44 |
54 | 2,130 |
2,367 | 2,174 |
2,421 | ||||||||||||||||||
| (1) | Asset valuation based on Lev e l 1 evidence under the fair value hierarchy: quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| (2) | Equities include direct shareholdings and funds focused on equity strategies. |
| (3) | Bonds include direct credit holdings and funds focused on fixed income strategies. Within this grouping, Government includes debt issued by national, state and local government agencies. In 2024 government bonds included an offset of $466 million representing collateralized borrowings associated with certain bonds under repurchase agreements. Other fixed income includes blended Corporate/Government credit strategies. |
| (4) | Multi-asset includes funds that invest in a range of asset classes. |
| (5) | Other is primarily real estate investments. |
Funded |
Unfunded |
OPEB |
||||||||||||||||||||||
As of December 31, |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
||||||||||||||||||
| Discount rate | 5.47% |
4.86% | 5.57% |
5.06% | 5.30% |
4.95% | ||||||||||||||||||
| Inflation assumption | 3.06% |
2.95% | 2.70% |
2.70% | - |
- | ||||||||||||||||||
| Rate of increase in pension payments | 2.96% |
2.87% | 2.76% |
2.76% | - |
- | ||||||||||||||||||
| Medic a l cost trend(1)
|
- |
- | - |
- | - |
7.00% | ||||||||||||||||||
| (1) | Not applicable as of December 31, 2024 due to adoption of an HRA design for U.S. retiree medical plan benefits effective January 1, 2025. See “Plan amendment” above for additional information. |
| Page 132 | Thomson Reuters Annual Report 2024 |
• |
TRGP: Pri-2012/MP-2021 |
• |
TTC plan: SAPS S3 Light Tables with allowances for plan demographic specifics and longevity improvements. |
Life Expectation in Years |
||||||||||
December 31, 2024 |
Male |
Female |
||||||||
| Employee retiring as of December 31, 2024 at age 65 | 22 |
23 |
||||||||
| Employee age 40 as of December 31, 2024 retiring at age 65 | 24 |
25 |
||||||||
Life Expectation in Years |
||||||||||
| December 31, 2023 | Male |
Female |
||||||||
| Employee retiring as of December 31, 2023 at age 65 | 22 | 23 | ||||||||
| Employee age 40 as of December 31, 2023 retiring at age 65 | 24 | 25 | ||||||||
• |
Investment risk |
• |
Interest rate risk |
• |
Inflation risk |
• |
Currency risk: |
• |
Liquidity risk |
• |
Mortality risk |
Thomson Reuters Annual Report 2024 |
Page 133 |
Income Statement
(1)
|
Funded |
Unfunded |
OPEB |
Total |
||||||||||||
Year ended December 31, |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
||||||||
| Current service cost | 4 |
3 | 1 |
1 | 1 |
1 | 6 |
5 | ||||||||
| Net interest cost | 10 |
9 | 11 |
12 | 2 |
3 | 23 |
24 | ||||||||
| Administration fees | 15 |
15 | - |
- | - |
- | 15 |
15 | ||||||||
| Plan amendments | 1 |
- | - |
- | (13) |
- | (12) |
- | ||||||||
Defined benefit plan expense (income) |
30 |
27 | 12 |
13 | (10) |
4 | 32 |
44 | ||||||||
| (1) | Current service cost and administration fees are included in the “Post-employment benefits” component of “Operating expenses” as set out in note 5. Net interest cost is reported in “Finance costs, net” as set out in note 8. Plan amendments are reported in “Other operating gains, net” in the consolidated income statement. |
Other Comprehensive (Income) Loss
|
Funded |
Unfunded |
OPEB |
Total |
||||||||||||
Year ended December 31, |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
||||||||
Remeasurement (gains) losses on defined benefit obligation: |
||||||||||||||||
| Due to financial assumption changes | (179) |
88 | (9) |
6 | (1) |
(8) | (189) |
86 | ||||||||
| Due to demographic assumption changes | - |
(37) | - |
- | - |
(3) | - |
(40) | ||||||||
| Due to experience | 4 |
19 | 1 |
6 | 2 |
3 | 7 |
28 | ||||||||
| Return on plan assets less than (greater than) discount rate | 173 |
(70) | - |
- | - |
- | 173 |
(70) | ||||||||
Total recognized in other comprehensive (income) loss before taxation |
(2) |
- | (8) |
12 | 1 |
(8) | (9) |
4 | ||||||||
Accumulated Comprehensive Loss (Income)
|
Funded |
Unfunded |
OPEB |
Total |
||||||||||||
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
|||||||||
| Balance of accumulated comprehensive loss (income) as of January 1 | 1,317 |
1,317 | 56 |
44 | (122) |
(114) | 1,251 |
1,247 | ||||||||
| Net actuarial (gains) losses recognized in the year | (2) |
- | (8) |
12 | 1 |
(8) | (9) |
4 | ||||||||
Total accumulated comprehensive loss (income) as of December 31, |
1,315 |
1,317 | 48 |
56 | (121) |
(122) | 1,242 |
1,251 | ||||||||
Land, Buildings and Building Improvements |
Computer Equipment |
Furniture, Fixtures and Other Equipment |
Total |
|||||
Year ended December 31, 2024 |
||||||||
| Carrying amount | 163 |
24 |
4 |
191 |
||||
| Depreciation | 39 |
14 |
1 |
54 |
||||
| Year ended December 31, 2023 | ||||||||
| Carrying amount | 173 | 20 | 2 | 195 | ||||
| Depreciation | 42 | 8 | 1 | 51 |
| Page 134 | Thomson Reuters Annual Report 2024 |
December 31, |
||||
2024 |
2023 |
|||
| Within 1 year | 72 |
67 | ||
| Between 1 and 2 years | 60 |
59 | ||
| Between 2 and 3 years | 45 |
47 | ||
| Between 3 and 4 years | 30 |
36 | ||
| Between 4 and 5 years | 24 |
24 | ||
| Later than 5 years | 73 |
91 | ||
| Total undiscounted cash flows | 304 |
324 | ||
| Lease liabilities included in the consolidated statement of financial position | ||||
| Current | 58 |
56 | ||
Non-current |
198 |
209 | ||
Year ended December 31, |
||||
2024 |
2023 |
|||
|
Non-cash employee benefit charges |
147 |
139 | ||
| Net (gains) losses on foreign exchange and derivative financial instruments | (49) |
195 | ||
| Fair value adjustments (see note 5) | (17) |
2 | ||
| Other | 70 |
(38) | ||
151 |
298 | |||
Year ended December 31, |
||||
2024 |
2023 |
|||
| Trade and other receivables | 26 |
(83) | ||
| Prepaid expenses and other current assets | 2 |
51 | ||
| Payables, accruals and provisions | (144) |
(166) | ||
| Deferred revenue | 64 |
74 | ||
| Income taxes (1)
|
283 |
642 | ||
| Other | (55) |
(61) | ||
176 |
457 | |||
| (1) | Both periods include current tax liabilities that were recorded on the sale of LSEG shares (see note 9), for which the tax payments are included in investing activities. |
Thomson Reuters Annual Report 2024 |
Page 135 |
Year ended December 31, |
||||
2024 |
2023 |
|||
| Operating activities - continuing operations | (234) |
(163) | ||
| Investing activities - continuing operations | (317) |
(705) | ||
| Investing activities - discontinued operations | - |
(1) | ||
| Total income taxes paid | (551) |
(869) | ||
Year ended December 31, |
||||||||
2024 |
2023 |
|||||||
Number of Transactions |
Cash Consideration |
Number of Transactions |
Cash Consideration |
|||||
| Businesses acquired, net of cash | 4 |
555 |
4 | 1,190 | ||||
| Investments in businesses | 7 |
37 |
9 | 21 | ||||
| Asset acquisitions | 1 |
15 |
- | - | ||||
| Deferred and contingent consideration payments | - |
15 |
- | 5 | ||||
12 |
622 |
13 | 1,216 | |||||
Date |
Company |
Acquiring Segments |
Description |
|||
October 2024 |
Credere Technologies, Inc., doing business as Materia | Tax & Accounting Professionals | Specializes in the development of an agentic artificial intelligence assistant for the tax, audit and accounting profession. | |||
January 2024 |
Pagero Group AB (publ) (“Pagero”) | Corporates | A global leader in e-invoicing and indirect tax solutions, which it delivers through its Smart Business Network. | |||
January 2024 |
World Business Media Limited (“The Insurer”) | Reuters News | A cross-platform, subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry. | |||
August 2023 |
Casetext, Inc. | Legal Professionals | A business that uses artificial intelligence and machine learning to enable legal professionals to work more efficiently. | |||
July 2023 |
Imagen Ltd | Reuters News | A media asset management company. | |||
January 2023 |
SurePrep LLC | Corporates and Tax & Accounting Professionals | A provider of tax automation software and services. | |||
| Page 136 | Thomson Reuters Annual Report 2024 |
2024 |
||||||
Pagero |
Other |
Total |
||||
| Cash and cash equivalents | 10 |
6 |
16 |
|||
| Trade receivables | 21 |
3 |
24 |
|||
| Prepaid expenses and other current assets | 6 |
1 |
7 |
|||
| Current assets | 37 |
10 |
47 |
|||
| Property and equipment | 8 |
- |
8 |
|||
| Computer software | 255 |
51 |
306 |
|||
| Other identifiable intangible assets | 30 |
18 |
48 |
|||
| Equity method investments | 45 |
- |
45 |
|||
| Other non-current assets |
4 |
- |
4 |
|||
| Total assets | 379 |
79 |
458 |
|||
| Payables and accruals | (39) |
(1) |
(40) |
|||
| Current taxes payable | (1) |
(1) |
(2) |
|||
| Deferred revenue | (17) |
(5) |
(22) |
|||
| Other financial liabilities | (2) |
(6) |
(8) |
|||
| Current liabilities | (59) |
(13) |
(72) |
|||
| Long-term indebtedness | (48) |
- |
(48) |
|||
| Provisions and other non-current liabilities |
(1) |
- |
(1) |
|||
| Other financial liabilities | (14) |
(23) |
(37) |
|||
| Deferred tax | (33) |
(17) |
(50) |
|||
| Total liabilities | (155) |
(53) |
(208) |
|||
| Net assets acquired | 224 |
26 |
250 |
|||
| Goodwill | 573 |
141 |
714 |
|||
| Less: Fair value of previously held financial asset through other comprehensive income |
- |
(5) |
(5) |
|||
| Total | 797 |
162 |
959 |
|||
| Businesses acquired, net of cash | 399 |
156 |
555 |
|||
|
Non-controlling interests |
388 |
- |
388 |
|||
2023 |
||||||||
Sureprep LLC |
Casetext, Inc. |
Other |
Total |
|||||
| Cash and cash equivalents | 25 | 8 | 2 | 35 | ||||
| Trade receivables | 8 | 1 | 3 | 12 | ||||
| Prepaid expenses and other current assets | 3 | 2 | 1 | 6 | ||||
| Current assets | 36 | 11 | 6 | 53 | ||||
| Property and equipment | 2 | - | - | 2 | ||||
| Computer software | 180 | 185 | 9 | 374 | ||||
| Other identifiable intangible assets | 13 | 17 | 7 | 37 | ||||
| Other non-current assets |
1 | - | - | 1 | ||||
| Total assets | 232 | 213 | 22 | 467 | ||||
| Payables and accruals | (5) | (3) | (5) | (13) | ||||
| Deferred revenue | (47) | (5) | (3) | (55) | ||||
| Current liabilities | (52) | (8) | (8) | (68) | ||||
| Provisions and other non-current liabilities |
(1) | - | (1) | (2) | ||||
| Other financial liabilities | - | - | - | - | ||||
| Deferred tax | (9) | (38) | (4) | (51) | ||||
| Total liabilities | (62) | (46) | (13) | (121) | ||||
| Net assets acquired | 170 | 167 | 9 | 346 | ||||
| Goodwill | 343 | 490 | 46 | 879 | ||||
| Total | 513 | 657 | 55 | 1,225 | ||||
| Businesses acquired, net of cash | 488 | 649 | 53 | 1,190 | ||||
Thomson Reuters Annual Report 2024 |
Page 137 |
Page 138 |
Thomson Reuters Annual Report 2024 |
December 31, |
||||
2024 |
2023 |
|||
| Within 1 year | 479 |
374 | ||
| Between 1 and 2 years | 267 |
258 | ||
| Between 2 and 3 years | 92 |
123 | ||
| Between 3 and 4 years | 34 |
42 | ||
| Between 4 and 5 years | 7 |
11 | ||
| Later than 5 years | 4 |
- | ||
883 |
808 | |||
Thomson Reuters Annual Report 2024 |
Page 139 |
Year ended December 31, |
||||
2024 |
2023 |
|||
| Salaries and other benefits | 25 |
23 | ||
| Share-based payments | 19 |
17 | ||
| Total compensation | 44 |
40 | ||
• |
$500 million 3.35% Notes due 2026; |
• |
$500 million 5.85% Notes due 2040; |
• |
$119 million 4.50% Notes due 2043; |
• |
$350 million 5.65% Notes due 2043; and |
• |
$400 million 5.50% Debentures due 2035. |
Page 140 |
Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 141 |
|
Name |
Age |
Title |
||
|
Steve Hasker |
55 |
President & Chief Executive Officer |
||
|
Michael Eastwood |
58 |
Chief Financial Officer |
||
|
Kirsty Roth |
49 |
Chief Operations & Technology Officer |
||
|
David Wong |
40 | Chief Product Officer | ||
|
Ragunath Ramanathan |
53 |
President, Legal Professionals |
||
|
Elizabeth Beastrom |
57 |
President, Tax & Accounting Professionals |
||
|
Laura A. Clayton |
64 |
President, Corporates |
||
|
Paul Bascobert |
60 |
President, Reuters News |
||
|
Mary Alice Vuicic |
57 |
Chief People Officer |
||
|
Norie Campbell |
53 |
Chief Legal Officer & Company Secretary |
||
|
Steve Hasker non-executive director of Appen Limited. He is a member of the Australia and New Zealand Institute of Chartered Accountants. Steve is based in Toronto, Ontario, Canada. |
|
|
Michael Eastwood |
|
|
Kirsty Roth |
|
|
David Wong |
|
| Page 142 | Thomson Reuters Annual Report 2024 |
 |
Ragunath (Raghu) Ramanathan . |
|
 |
Elizabeth Beastrom |
|
 |
Laura A. Clayton (professionally known as Laura Clayton McDonnell) has been President, Corporates since March 2023. Prior to joining Thomson Reuters in March 2023, Laura was Senior Vice President, Sales – East, Canada and Latin America from January 2019 through February 2023 at ServiceNow, Inc., a cloud computing platform that helps companies manage digital workflows for enterprise operations. From November 2015 through December 2018, Laura was a Vice President at Microsoft Corporation, leading a team of industry sales, technical and business professionals in the New York area. Prior to that, she was Senior Vice President, North America Sales at Aspect Software from May 2014 through October 2015. From 2003 through 2014, Laura served in a number of positions at IBM, with her last role as Vice President, Strategic Services. Laura is a Trustee on the Thomson Reuters Foundation Board and serves on the board of directors of Signal AI, a private company, which provides insights for entities from data collected from traditional and social media. Laura holds a bachelor’s degree with honors in international business from San Jose State University and a JD and MBA in international business and finance from the University of California at Berkeley. She is licensed to practice law in the State of California and the District of Columbia. Laura resides in New York, New York, United States. |
|
 |
Paul Bascobert . |
|
 |
Mary Alice Vuicic |
|
 |
Norie Campbell |
|
Thomson Reuters Annual Report 2024 |
Page 143 |
Committee Memberships |
||||||||||||
Name |
Age |
Audit |
Corporate Governance |
Human Resources |
Risk |
Director Since |
||||||
David Thomson, Chairman |
67 | 1988 | ||||||||||
Steve Hasker |
55 | 2020 | ||||||||||
Kirk E. Arnold |
65 | • | • | Chair | 2020 | |||||||
W. Edmund Clark, C.M. (1)
|
77 | • | Chair | 2015 | ||||||||
LaVerne Council |
63 | • | • | 2022 | ||||||||
Michael E. Daniels |
70 | • | Chair | • | • | 2014 | ||||||
Kirk Koenigsbauer |
57 | • | • | 2020 | ||||||||
Deanna Oppenheimer |
67 | • | • | 2020 | ||||||||
Simon Paris |
55 | • | • | • | 2020 | |||||||
Kim M. Rivera |
56 | • | • | 2019 | ||||||||
Barry Salzberg |
71 | Chair | • | • | 2015 | |||||||
Peter J. Thomson |
59 | • | 1995 | |||||||||
Beth Wilson |
56 | • | • | 2022 | ||||||||
| (1) | On December 23, 2024, it was announced that Mr. Clark will complete his service on the Thomson Reuters Board at the 2025 annual general meeting of shareholders, to be held on June 4, 2025. |
 |
David Thomson |
|
|
|
Steve Hasker non-executive director of Appen Limited. He is a member of the Australia and New Zealand Institute of Chartered Accountants. Steve is based in Toronto, Ontario, Canada. |
|
| Page 144 | Thomson Reuters Annual Report 2024 |
|
Kirk E. Arnold non-executive director of IngersollRand plc and Trane Technologies. Kirk also serves on the boards of several private companies, including Housecall Pro and The Predictive Index. In addition, she is a Senior Lecturer at MIT Sloan School of Management and an advisor to the Center for MIT Entrepreneurship. Kirk received a bachelor’s degree from Dartmouth College. Kirk resides in Kennebunk, Maine, United States. |
|
|
W. Edmund Clark, C.M. non-executive director at Spin Master Corp. Ed has a BA from the University of Toronto, and an MA and Doctorate in Economics from Harvard University. Ed has also received honorary degrees from Mount Allison University, Queen’s University, Western University and the University of Toronto. In 2010, he was made an Officer of the Order of Canada, one of the country’s highest distinctions. Ed resides in Toronto, Ontario, Canada. |
|
|
LaVerne Council non-executive director of CONMED Corporation and Concentrix Corporation. She received her MBA from Illinois State University and her Bachelor of Business Administration in Computer Science from Western Illinois University. LaVerne also holds an honorary Doctorate of Business Administration from Drexel University. LaVerne resides in Great Falls, Virginia, United States. |
|
|
Michael E. Daniels |
|
|
Kirk Koenigsbauer |
|
|
Deanna Oppenheimer non-executive chair of the board of directors of InterContinental Hotels Group PLC, a director of the King’s Trust UK, a royal charity and a non-executive director of Slalom and is the founder of BoardReady. Deanna received a BA from the University of Puget Sound. Deanna resides in Seattle, Washington, United States. |
|
Thomson Reuters Annual Report 2024 |
Page 145 |
|
Simon Paris |
|
|
Kim M. Rivera |
|
|
Barry Salzberg |
|
|
Peter J. Thomson |
|
|
Beth Wilson non-executive director at IGM Financial Inc. and Power Corporation of Canada. Beth has a BComm from the University of Toronto and is a CPA. Beth resides in Toronto, Ontario, Canada. |
|
| Page 146 | Thomson Reuters Annual Report 2024 |
|
Audit Committee Member |
Education/Experience |
|
|
Barry Salzberg (Chair) |
• Former Global Chief Executive Officer of Deloitte Touche Tohmatsu Limited• Former Professor at Columbia Business School• Degree in accounting from Brooklyn College, a JD from Brooklyn Law School and an LLM in tax from the New York University |
|
|
LaVerne Council |
• MBA and bachelor’s degree in business administration• Member of CONMED Corporation and Concentrix Corporation boards of directors and audit committees |
|
|
Michael E. Daniels |
• Over 25 years of executive experience at IBM• Former member of the Tyco International Ltd. audit committee |
|
|
Deanna Oppenheimer |
• Former Vice Chair of Global Retail Banking of Barclays PLC• Former President of Consumer Banking of Washington Mutual, Inc.• Former member of AXA Global Insurance audit committee• Former member of NCR Corporation audit committee |
|
|
Simon Paris |
• Chief Executive Officer of Unit4• Former Chief Executive Officer of Finastra• Former Chair of the World Trade Board |
|
|
Kim M. Rivera |
• Chief Legal and Business Affairs Officer of One Trust, LLC• Former President, Strategy and Business Management and Chief Legal Officer of HP Inc.• Supported audit committees of two publicly-traded Fortune 500 companies |
|
|
Beth Wilson |
• Chair of the Chartered Professional Accountants of Canada• Audit Committee Chair at The Hospital for Sick Children and Woodgreen Foundation• Member of Power Corporation of Canada and IGM Financial Inc. audit committees• Bachelor of Commerce degree from University of Toronto and a Certified Professional Accountant in good standing with the Chartered Professional Accountants of Ontario• Former Chief Executive Officer of Dentons Canada LLP• Former audit partner and Managing Partner at KPMG |
|
Thomson Reuters Annual Report 2024 |
Page 147 |
(in millions of U.S. dollars) |
2024 |
2023 |
||||||
Audit fees |
$ 13.4 | $ 12.8 | ||||||
Audit-related fees |
1.1 | 1.0 | ||||||
Tax fees |
0.7 | 1.4 | ||||||
All other fees |
- | - | ||||||
Total |
$ 15.2 |
$ 15.2 |
||||||
• |
The policy gives detailed guidance to management as to the specific types of services that have been pre-approved by the Audit Committee. |
• |
The policy requires the Audit Committee’s specific pre-approval of all other permitted types of services that have not already been pre-approved. |
• |
The Audit Committee’s charter allows the Audit Committee to delegate to one or more members the authority to evaluate and approve engagements in the event that the need arises for approval between Audit Committee meetings. Pursuant to this charter provision, the Audit Committee has delegated this authority to its Chair. If the Chair approves any such engagements, he must report his approval decisions to the full Audit Committee at its next meeting. |
• |
For the year ended December 31, 2024, none of the fees of Thomson Reuters described above made use of the de minimis exception to pre-approval provisions as provided for by Rule 2-01(c)(7)(i)(C) of SEC Regulation S-X and Section 2.4 of the Canadian Securities Administrators’ Multilateral Instrument 52-110 (Audit Committees). |
| Page 148 | Thomson Reuters Annual Report 2024 |
• |
Corporate governance, including the effectiveness of our Board; |
• |
Appointment of the Chief Executive Officer and other members of senior management and related succession planning; |
• |
Development of the long-term business strategy of Thomson Reuters and assessment of its implementation; and |
• |
Capital strategy. |
|
Thomson Reuters’ corporate governance practices include the following, which we believe are best practices for a Canadian public company with a controlling shareholder: • No members of the day-to-day • Woodbridge beneficially owns common shares that have one vote per share. Thomson Reuters has not issued a separate class of shares to Woodbridge with super-voting rights.• The Thomson Reuters Board of Directors is comprised of a majority of independent directors and the number of directors affiliated with Woodbridge is lower than the proportion of common shares controlled by it. Woodbridge’s beneficial ownership (together with its affiliates) as of March 3, 2025 was approximately 70% of our common shares and its representatives on the Thomson Reuters Board comprise approximately 23% of our directors.• As David Thomson is the Chairman of the Board, we have a separate Lead Independent Director.• As part of each Board meeting, the independent directors meet separately without management or Woodbridge-affiliated directors present.• All committees are comprised of a majority of independent directors (other than the Audit Committee, which is 100% independent directors).• The Board has an effective and transparent process to deal with related party transactions or conflicts of interest between Thomson Reuters and Woodbridge or directors affiliated with Woodbridge. The Corporate Governance Committee of our Board utilizes a policy for considering related party transactions that may take place between our company and Woodbridge, with any committee members related to Woodbridge abstaining from voting. In addition, any transactions between Woodbridge and our company are subject to public disclosure and other requirements under applicable Canadian securities laws. |
Thomson Reuters Annual Report 2024 |
Page 149 |
• |
The roles and responsibilities of the Chairman (David Thomson) and the CEO (Steve Hasker) are separate; |
• |
We have a Lead Independent Director (Michael E. Daniels); and |
• |
The Audit Committee is comprised entirely of independent directors (as required by applicable law) and the Corporate Governance Committee, Human Resources Committee and Risk Committee each have a majority of independent directors. |
Director Independence |
||||||||
Name of Director Nominee |
Management |
Independent |
Not Independent |
Reason for Non-Independence |
||||
David Thomson |
✓ |
A Chairman of Woodbridge | ||||||
Steve Hasker |
✓ |
✓ |
President & Chief Executive Officer of Thomson Reuters | |||||
Kirk E. Arnold |
✓ |
|||||||
W. Edmund Clark, C.M. (1)
|
✓ |
Due to role as advisor to the trustee of the 2003 TIL Settlement and Woodbridge during the period | ||||||
LaVerne Council |
✓ |
|||||||
Michael E. Daniels |
✓ |
|||||||
Kirk Koenigsbauer |
✓ |
|||||||
Deanna Oppenheimer |
✓ |
|||||||
Simon Paris |
✓ |
|||||||
Kim M. Rivera |
✓ |
|||||||
Barry Salzberg |
✓ |
|||||||
Peter J. Thomson |
✓ |
A Chairman of Woodbridge | ||||||
Beth Wilson |
✓ |
|||||||
Total |
1 |
9 |
4 |
|||||
| (1) | On December 23, 2024, it was announced that Mr. Clark will complete his service on the Thomson Reuters Board at the 2025 annual general meeting of shareholders, to be held on June 4, 2025. |
| Page 150 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 151 |
• |
Our authorized share capital consisted of an unlimited number of common shares, an unlimited number of preference shares, issuable in series, and a Thomson Reuters Founders Share; and |
• |
We had outstanding 450,096,872 common shares, 6,000,000 Series II preference shares and one Thomson Reuters Founders Share. |
| Page 152 | Thomson Reuters Annual Report 2024 |
Common Shares (C$) |
Common Shares (US$) |
Preference Shares (C$) |
||||||||||||||||||||||||||||||||||||||||||||||
High |
Low |
Closing |
Trading Volume |
High |
Low |
Closing |
Trading Volume |
High |
Low |
Closing |
Trading Volume |
|||||||||||||||||||||||||||||||||||||
2024 |
||||||||||||||||||||||||||||||||||||||||||||||||
January |
203.14 | 191.42 | 199.61 | 4,755,621 | 151.17 | 143.31 | 148.62 | 5,742,000 | 13.70 | 13.20 | 13.55 | 32,876 | ||||||||||||||||||||||||||||||||||||
February |
216.26 | 200.99 | 214.24 | 5,879,633 | 160.29 | 149.09 | 157.79 | 7,200,462 | 14.15 | 13.38 | 13.95 | 73,791 | ||||||||||||||||||||||||||||||||||||
March |
215.90 | 210.75 | 210.80 | 5,567,023 | 159.29 | 155.09 | 155.83 | 6,265,818 | 13.99 | 13.50 | 13.50 | 32,836 | ||||||||||||||||||||||||||||||||||||
April |
211.35 | 206.11 | 207.93 | 4,795,058 | 155.30 | 150.22 | 151.10 | 6,382,294 | 13.61 | 13.10 | 13.40 | 82,575 | ||||||||||||||||||||||||||||||||||||
May |
240.37 | 208.41 | 234.54 | 6,536,746 | 175.79 | 151.48 | 172.11 | 9,572,702 | 14.36 | 13.50 | 14.01 | 55,122 | ||||||||||||||||||||||||||||||||||||
June |
235.46 | 225.74 | 230.61 | 11,115,811 | 172.25 | 165.22 | 168.57 | 8,937,378 | 14.01 | 13.40 | 13.60 | 58,364 | ||||||||||||||||||||||||||||||||||||
July |
231.51 | 222.56 | 223.75 | 8,938,123 | 169.22 | 160.63 | 161.92 | 11,998,162 | 14.02 | 13.50 | 13.90 | 62,087 | ||||||||||||||||||||||||||||||||||||
August |
230.82 | 217.02 | 230.82 | 7,442,213 | 171.18 | 154.77 | 171.18 | 8,861,804 | 13.85 | 13.47 | 13.70 | 29,718 | ||||||||||||||||||||||||||||||||||||
September |
235.98 | 225.52 | 230.69 | 7,258,037 | 173.76 | 166.24 | 170.60 | 5,302,649 | 13.92 | 13.55 | 13.63 | 37,424 | ||||||||||||||||||||||||||||||||||||
October |
233.36 | 225.22 | 227.91 | 5,111,249 | 170.54 | 163.64 | 163.64 | 5,263,783 | 13.82 | 13.50 | 13.82 | 40,758 | ||||||||||||||||||||||||||||||||||||
November |
236.87 | 224.36 | 228.44 | 6,650,680 | 171.14 | 160.72 | 162.59 | 6,848,919 | 14.25 | 13.65 | 14.25 | 92,580 | ||||||||||||||||||||||||||||||||||||
December |
241.65 | 228.44 | 230.82 | 5,690,651 | 170.56 | 160.38 | 160.38 | 5,086,668 | 15.15 | 14.25 | 14.99 | 95,514 | ||||||||||||||||||||||||||||||||||||
2025 |
||||||||||||||||||||||||||||||||||||||||||||||||
January |
244.65 | 221.65 | 244.23 | 5,550,283 | 169.04 | 154.46 | 168.25 | 6,157,382 | 15.25 | 14.70 | 15.15 | 76,461 | ||||||||||||||||||||||||||||||||||||
February |
258.63 | 237.57 | 258.63 | 9,524,739 | 179.32 | 168.06 | 178.82 | 12,599,643 | 15.30 | 14.80 | 15.03 | 180,344 | ||||||||||||||||||||||||||||||||||||
Thomson Reuters Annual Report 2024 |
Page 153 |
|
Dividend Currency (Default) |
Dividend Currency (For Electing Holders) |
|||
Common shares |
U.S. dollars |
Canadian dollars British pounds sterling |
||
DIs (representing common shares) |
British pounds sterling |
U.S. dollars Canadian dollars |
||
Series II preference shares |
Canadian dollars | N/A | ||
| Page 154 | Thomson Reuters Annual Report 2024 |
|
Common Shares (US$) |
Series II Preference Shares (C$) |
|||||||
|
2022 |
||||||||
|
Q1 |
$ | 0.445000 | C$ | 0.107445 | ||||
|
Q2 |
$ | 0.445000 | C$ | 0.140053 | ||||
|
Q3 |
$ | 0.445000 | C$ | 0.203345 | ||||
|
Q4 |
$ | 0.445000 | C$ | 0.257159 | ||||
2023 |
||||||||
|
Q1 |
$ | 0.490000 | C$ | 0.285658 | ||||
|
Q2 |
$ | 0.490000 | C$ | 0.293631 | ||||
|
Q3 |
$ | 0.490000 | C$ | 0.315825 | ||||
|
Q4 |
$ | 0.490000 | C$ | 0.317589 | ||||
2024 |
||||||||
|
Q1 |
$ | 0.540000 | C$ | 0.313279 | ||||
|
Q2 |
$ | 0.540000 | C$ | 0.311973 | ||||
|
Q3 |
$ | 0.540000 | C$ | 0.296486 | ||||
|
Q4 |
$ | 0.540000 | C$ | 0.267014 | ||||
2025 |
||||||||
|
Q1 |
$ | 0.595000 | C$ | * | ||||
*As of the date of this annual report, our company had not yet finalized the final dividend amount for the first quarter 2025 dividend on our Series II preference shares. |
||||||||
Type of Shares |
Country |
Transfer Agent/Registrar |
Location of Transfer Facilities |
|||
Common shares |
Canada | Computershare Trust Company of Canada | Toronto; Montreal; Calgary; and Vancouver | |||
| United States | Computershare Trust Company N.A. | Canton, Massachusetts; and Jersey City, New Jersey | ||||
| United Kingdom | Computershare Investor Services PLC | Bristol, England | ||||
Depositary interests |
United Kingdom | Computershare Investor Services PLC | Bristol, England | |||
Series II preference shares |
Canada | Computershare Trust Company of Canada | Toronto | |||
Thomson Reuters Annual Report 2024 |
Page 155 |
| Page 156 | Thomson Reuters Annual Report 2024 |
• |
That Reuters shall at no time pass into the hands of any one interest, group or faction; |
• |
That the integrity, independence and freedom from bias of Thomson Reuters shall at all times be fully preserved; |
• |
That Reuters shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom Reuters has or may have contracts; |
• |
That Thomson Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and |
• |
That no effort shall be spared to expand, develop and adapt the news and other services and products of Thomson Reuters so as to maintain its leading position in the international news and information business. |
Thomson Reuters Annual Report 2024 |
Page 157 |
Name |
Country |
Director Since |
||
Kim Williams (Chairman) |
Australia | 2016 | ||
Linda Robinson |
U.K. | 2019 | ||
Pawel Dangel |
Poland | 2020 | ||
Anne Bouverot |
France | 2021 | ||
Aiko Doden |
Japan | 2021 | ||
Murilo Portugal |
Brazil | 2022 | ||
Nikiwe Bikitsha |
South Africa | 2023 | ||
Yuen Yuen Ang |
U.S. | 2023 | ||
Stephen Toope |
Canada | 2024 | ||
Naushad Forbes |
India | 2024 | ||
Michael Froman |
U.S. | 2024 | ||
Ann Marie Lipinski |
U.S. | 2024 | ||
Sharmila Nebhrajani |
U.K. | 2024 | ||
Tim Gardam |
U.K. | 2024 | ||
Aidan Eyakuze |
Tanzania | 2025 | ||
| Page 158 | Thomson Reuters Annual Report 2024 |
Subsidiary |
Jurisdiction of Incorporation/Formation |
|
3276838 Nova Scotia Company |
Nova Scotia, Canada | |
Bedrijfsbeheer TRA B.V. |
The Netherlands | |
Capital Confirmation Inc. |
Delaware, United States | |
Casetext, Inc. |
Delaware, United States | |
HighQ Solutions Limited |
England | |
LiveNote Technologies Limited |
England | |
LN Holdings Limited |
Bermuda | |
Pagero AB |
Sweden | |
Pagero GmbH |
Germany | |
Pagero Sverge AB |
Sweden | |
Pagero UK Ltd. |
England | |
Reuters News & Media Inc. |
Delaware, United States | |
Reuters News & Media Limited |
England | |
SurePrep, LLC |
Delaware, United States | |
Thomson Reuters (Australia) Pty Limited |
Australia | |
Thomson Reuters (Legal) Inc. |
Minnesota, United States | |
Thomson Reuters (Professional) Australia Limited |
Australia | |
Thomson Reuters (Professional) UK Limited |
England | |
Thomson Reuters (Tax & Accounting) Inc. |
Texas, United States | |
Thomson Reuters (TRI) Inc. |
Delaware, United States | |
Thomson Reuters America Corporation |
Delaware, United States | |
Thomson Reuters Applications Inc. |
Delaware, United States | |
Thomson Reuters Brasil Conteúdo e Tecnologia Ltda |
Brazil | |
Thomson Reuters Canada Limited |
Ontario, Canada | |
Thomson Reuters Contact Center, S.A. de C.V. |
Mexico | |
Thomson Reuters Enterprise Centre GmbH |
Switzerland | |
Thomson Reuters Finance S.A. |
Luxembourg | |
Thomson Reuters Group Limited |
England | |
Thomson Reuters Holdco LLC |
Delaware, United States | |
Thomson Reuters Holdings B.V. |
The Netherlands | |
Thomson Reuters Holdings Inc. |
Delaware, United States | |
Thomson Reuters Holdings S.A. |
Luxembourg | |
Thomson Reuters Investment Holdings Limited |
England | |
Thomson Reuters MX Servicios, S.A. de C.V. |
Mexico | |
Thomson Reuters No. 4 Inc. |
Delaware, United States | |
Thomson Reuters No. 5 LLC |
Delaware, United States | |
Thomson Reuters No. 8 LLC |
Delaware, United States | |
Thomson Reuters U.S. LLC |
Delaware, United States | |
TR (2008) Limited |
England | |
TR 2023 LLC |
Delaware, United States | |
Thomson Reuters Annual Report 2024 |
Page 159 |
Subsidiary |
Jurisdiction of Incorporation/Formation |
|
TR Finance LLC |
Delaware, United States | |
TR Holdings Limited |
Bermuda | |
TR U.S. Inc. |
Delaware, United States | |
TTC (1994) Limited |
England | |
TTC Holdings Limited |
Bermuda | |
West Publishing Corporation |
Minnesota, United States | |
| Page 160 | Thomson Reuters Annual Report 2024 |
Thomson Reuters Annual Report 2024 |
Page 161 |
Page/Document |
||||
Item 1. |
Cover Page |
Cover | ||
Item 2. |
Table of Contents |
1 | ||
Item 3. |
Corporate Structure |
|||
3.1 Name, Address And Incorporation |
152 | |||
3.2 Intercorporate Relationships |
159 | |||
Item 4. |
General Development of the Business |
|||
4.1 Three Year History |
3 | |||
4.2 Significant Acquisitions |
11, 32 | |||
Item 5. |
Describe the Business |
|||
5.1 General |
2-15 | |||
5.2 Risk Factors |
16-27 | |||
5.3 Companies With Asset-Backed Securities Outstanding |
N/A | |||
5.4 Companies With Mineral Projects |
N/A | |||
5.5 Companies With Oil And Gas Activities |
N/A | |||
Item 6. |
Dividends |
154-155 | ||
Item 7. |
Description of Capital Structure |
|||
7.1 General Description Of Capital Structure |
152-153 | |||
7.2 Constraints |
N/A | |||
7.3 Ratings |
155-156 | |||
Item 8. |
Market for Securities |
|||
8.1 Trading Price And Volume |
153 | |||
8.2 Prior Sales |
N/A | |||
Item 9. |
Escrowed Securities and Securities Subject to Contractual Restriction on Transfer |
N/A | ||
Item 10. |
Directors and Officers |
|||
10.1 Name, Occupation And Security Holding |
142-151 | |||
10.2 Cease Trade Orders, Bankruptcies, Penalties Or Sanctions |
161 | |||
10.3 Conflicts Of Interest |
N/A | |||
Item 11. |
Promoters |
N/A | ||
Item 12. |
Legal Proceedings and Regulatory Actions |
|||
12.1 Legal Proceedings |
51 | |||
12.2 Regulatory Actions |
51 | |||
Item 13. |
Interest of Management and Others in Material Transactions |
55 | ||
Item 14. |
Transfer Agents and Registrars |
155 |
| Page 162 | Thomson Reuters Annual Report 2024 |
Page/Document |
||||
Item 15. |
Material Contracts |
156-158 | ||
Item 16. |
Interest of Experts |
|||
16.1 Names Of Experts |
160 | |||
16.2 Interests Of Experts |
160 | |||
Item 17. |
Additional Information |
161 | ||
Item 18. |
Additional Disclosure for Companies Not Sending Information Circulars |
N/A |
Page/Document |
||
Annual Information Form |
See AIF Table | |
Audited Annual Financial Statements |
81-141 | |
Management’s Discussion And Analysis |
28-80 | |
Disclosure Controls And Procedures |
58 | |
Internal Control Over Financial Reporting |
||
a. Changes In Internal Controls Over Financial Reporting |
58 | |
b. Management’s Report On Internal Control Over Financial Reporting |
81 | |
c. Independent Auditor’s Report On Internal Control Over Financial Reporting |
82-83 | |
Notice Pursuant To Regulation BTR |
N/A | |
Audit Committee Financial Expert |
147 | |
Code Of Ethics |
151 | |
Principal Accountant Fees And Services |
148 | |
Off-Balance Sheet Arrangements |
50 | |
Material Cash Requirements |
45, 46, 50 | |
Identification Of The Audit Committee |
147 | |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
N/A |
Thomson Reuters Annual Report 2024 |
Page 163 |
|
THOMSON REUTERS 19 Duncan Street Toronto, Ontario M5H 3H1 Canada tel: +1 647 480 7000 tr.com |
|
Exhibit 99.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Annual Report on Form 40-F for the year ended December 31, 2024 of Thomson Reuters Corporation of our report dated March 6, 2025 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Exhibit 99.1, which is incorporated by reference in this Annual Report on Form 40-F.
We also consent to the incorporation by reference in the Registration Statements on Form F-10 (Nos. 333-284827 and 333-279991), Form S-8 (Nos. 333-218186, 333-188914, 333-126782, 333-135721, 333-152029, 333-162035 and 333-12284) and Form F-3 (No. 333-150560) of Thomson Reuters Corporation and the Registration Statements on Form F-3 (No. 333-280007) and Form F-4 (No. 333-284840) of TR Finance LLC of our report dated March 6, 2025 referred to above. We also consent to the reference to us under the heading “Interests of Experts,” which appears in Exhibit 99.1, which is incorporated by reference in this Annual Report on Form 40-F.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 6, 2025
Exhibit 99.3
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steve Hasker, certify that:
| 1. | I have reviewed this annual report on Form 40-F of Thomson Reuters Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; |
| 4. | The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and |
| 5. | The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
Date: March 6, 2025
| /s/ Steve Hasker |
| Steve Hasker |
| President and Chief Executive Officer |
Exhibit 99.4
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Eastwood, certify that:
| 1. | I have reviewed this annual report on Form 40-F of Thomson Reuters Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; |
| 4. | The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and |
| 5. | The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
Date: March 6, 2025
| /s/ Michael Eastwood |
| Michael Eastwood |
| Chief Financial Officer |
Exhibit 99.5
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Steve Hasker, President and Chief Executive Officer of Thomson Reuters Corporation (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
a) The Company’s Annual Report on Form 40-F for the year ended December 31, 2024 (the “Form 40-F”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
b) The information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 6, 2025
| By: | /s/ Steve Hasker |
|
| Steve Hasker | ||
| President and Chief Executive Officer |
Exhibit 99.6
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Eastwood, Chief Financial Officer of Thomson Reuters Corporation (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
a) The Company’s Annual Report on Form 40-F for the year ended December 31, 2024 (the “Form 40-F”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
b) The information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 6, 2025
| By: | /s/ Michael Eastwood |
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| Michael Eastwood | ||
| Chief Financial Officer |
Exhibit 99.7
Trust Matters
Code of Business Conduct and Ethics
2024
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© 2024 Thomson Reuters | 2 |
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Dear Colleagues,
Thomson Reuters is on an exciting journey to becoming the leading content-driven AI technology company, informing the way forward for professionals around the globe. |
As we grow and progress, one thing must remain constant — our commitment to operating with the highest standards of ethics and integrity. We each uphold the standards of our Trust Principles: integrity, independence and freedom from bias. Just as we help our customers pursue justice, truth and transparency, we must treat our employees in the same regard. Trust is our most valuable asset and we must work diligently to protect it.
The Thomson Reuters Code of Business Conduct and Ethics sets forth high ethical standards for how we operate as a company. It applies to all directors, officers, employees, and contingent workers, and any third party acting on behalf of TR should be made aware of their obligation to comply with the Code. It is your obligation to familiarize yourself with the Code. Its principles will serve as a guide when you encounter ethical questions throughout your career.
If you suspect misconduct, you can report it without fear of retaliation to your supervisor, HR, the ethics hotline or our Chief Compliance Officer.
Thank you for acting with integrity in every action, every day.
Steve Hasker
President and CEO
Thomson Reuters
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© 2024 Thomson Reuters | 3 |
Thomson Reuters is built on a legacy of integrity and performance. For over 150 years, we have delivered vital information and expertise that empowers customers globally. Our core strength is that we are driven by one single quality that binds, empowers and defines us more than any other, which is Trust.
Trust is the cornerstone of our identity, binding us with our customers and defining our actions as individuals and as a team. Together with our customers, we shape the future, recognizing the mutual dependency that underlies our success.
Our commitment to doing the right thing for the right reasons fuels our actions, acknowledging the impact on others and striving for positive outcomes. This Code of Business Conduct and Ethics reflects our values, emphasizing that Trust Matters. It guides us in meeting high expectations, fostering innovation, and ensuring continued success.
In observing this Code, we must remember that the Thomson Reuters Trust Principles guide the conduct of every individual within the organization. These principles are not just a set of guidelines; they are an invaluable asset that defines Thomson Reuters, unifying our content and providing the bedrock for the trusted answers sought by our customers. The Trust Principles are:
| 1. | That Reuters shall at no time pass into the hands of any one interest, group or faction; |
| 2. | That the integrity, independence and freedom from bias of Thomson Reuters shall at all times be fully preserved; |
| 3. | That Reuters shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom Reuters has or may have contracts; |
| 4. | That Thomson Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and |
| 5. | That no effort shall be spared to expand, develop and adapt the news and other services and products of Thomson Reuters so as to maintain its leading position in the international news and information business. |
The Trust Principles
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© 2024 Thomson Reuters | 4 |
Our company purpose is to Inform the Way Forward, reflecting our commitment to serving professionals, advancing critical institutions and building trust through our products and our actions.
Purpose, in our context, extends beyond profit-making; it unites our commercial value and societal impact, shaping our core reason for existence and influencing every aspect of our business. This guiding principle informs our strategy, inspires our team, engages our customers and community, and is deeply embedded in our culture.
Our products and business play a central role in how we Inform the Way Forward by empowering the most informed professionals worldwide. Collaborating with our customers, we elevate knowledge, act with courage and integrity, and champion justice, truth, and transparency—values that underpin progress and create value.
Inform the Way Forward on TR.com
Inform the Way Forward on the intranet
The Thomson Reuters Mindsets & Behaviors articulate the core mindsets (how we think) and behaviors (how we act) and are critical for driving the business forward and ensuring customer satisfaction. These are the shared, unwavering, and prioritized traits that collectively contribute to our success.
Mindsets and behaviors on the intranet
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© 2024 Thomson Reuters | 5 |
The Code applies to all employees, officers and directors of Thomson Reuters Corporation and our majority-owned or controlled subsidiaries, as well as to consultants, contractors, temporary employees. Any third parties or agents (such as business partners) acting on our behalf or performing services for us should be made aware of their obligation to comply with the Code.
With thousands of employees around the world, Thomson Reuters operates under a wide variety of laws and regulations. Regardless of where we operate, our values and trust principles will not change. This Code underscores those values and principles and helps guide how we engage with our customers, our business partners (such as vendors, suppliers, agents, etc.), our colleagues and the communities where we work and live. The Code is also a practical resource to check policies, guide decisions and help employees and others understand when and how to Seek Help.
The Code applies in every country we do business. If there is ever a conflict between this Code and local laws and/or supplemental policies that apply to our job, we must comply with the most restrictive requirement. If any of us have questions about how the Code might apply, we should Seek Help.
Regulated entities within Thomson Reuters may have their own policies and procedures that apply to staff acting on their behalf. These policies always take precedence over Thomson Reuters policies addressing the same topic. Seek Help for more information.
Because of the nature of their jobs, Reuters journalists have policies that, in some cases, are more restrictive than the company’s general policies (such as those relating to personal political activity) and, in some cases, may be less restrictive (such as reporting on what a third party might view as confidential). Reuters journalists should review the Handbook of Journalism and Seek Help for more information.
In the unusual circumstance that you believe you may need a waiver of a particular provision of the Code, you should contact the Chief Legal Officer of Thomson Reuters. Any waiver for executive officers or directors may be granted only by the Thomson Reuters Board of Directors or a Board committee and will be disclosed by Thomson Reuters to the extent required by law, regulation or stock exchange requirement.
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© 2024 Thomson Reuters | 6 |
All Thomson Reuters employees have an obligation to hold themselves and each other to the policies and high ethical standards described in this Code. This means we each are expected to read and understand the Code, as well as any supplemental materials that might apply to us, and act accordingly. If you are unsure about any part of the Code or supplemental materials, or how to access them, then please Seek Help.
| ● | Learn about, understand and comply with the laws, rules, regulations and policies that apply to our specific positions |
| ● | Seek Help if we have questions about the applicability or interpretation of any law, rule, regulation or policy |
| ● | Speak up if we see or suspect unethical behavior or a violation — whether of laws, policies or this Code |
| ● | Complete mandatory compliance training |
| ● | Respect local customs of countries where we do business, as long as doing so does not violate laws or this Code |
| ● | Acknowledge on the Intranet that we have received and read this Code and understand our obligations to comply with it |
Disciplinary action, up to and including termination and/or legal proceedings, may result from any failure to comply with laws, rules or regulations that apply to each of us, our Code, or any other Thomson Reuters policy or requirement.
Responsibilities of leaders and managers
Leaders — including managers and supervisors — at Thomson Reuters are expected to hold themselves to the same high standards that they demand of their teams. Leaders play an essential role in building a culture of transparency, open communication and trust that extends from colleagues to customers to external business partners. To help achieve this, leaders should:
| ● | Listen and take action when team members raise concerns — whether big or small |
| ● | Be knowledgeable about the laws, rules, regulations and policies that apply to their teams |
| ● | Personally handle or escalate compliance issues appropriately |
| ● | Highlight and recognize decisions that honor our values and long-term success over short-term gain |
| ● | Demonstrate accountability and a willingness to listen to all points of view |
| ● | Make time to discuss the importance of ethics and compliance regularly with their teams |
| ● | Encourage colleagues and others to contact their manager, Human Resources or the Enterprise Compliance team for help when issues or questions arise and to be timely and candid in reporting any unethical or illegal conduct or compliance issues |
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© 2024 Thomson Reuters | 7 |
Even those of us who are very familiar with this Code and our policies may find ourselves in situations where we are unsure of what course to take. In such cases, we can Seek Help.
Before moving forward, ask these questions:
| ● | Am I following applicable laws and regulations? Is the action ethical? |
| ● | Am I following the Code, Trust Principles and other company policies? |
| ● | Have I considered the wider implications of my decision? |
| ● | Would I feel comfortable if my decision were made public? |
| ● | Does my decision take all stakeholders into account? |
If the answer to any of these questions is no or not sure, stop and Seek Help.
| You are encouraged to ask questions and Seek Help whenever you have a concern. Speak up even if you are not sure something problematic has occurred. You have several options for doing so: your manager, Human Resources, the General Counsel’s Office, the Enterprise Compliance team or the Business Conduct and Ethics Hotline (Ethics Hotline). |
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Reporting fraud or suspected fraud
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| Report suspected fraudulent activities by current or former employees, directors, officers, contractors or third parties to Internal Audit. In addition, attempts to inappropriately influence external auditors should be reported to Internal Audit.
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There may be times when you are not comfortable contacting your manager directly about an issue (for example, if the issue concerns your manager), you can contact the Business Conduct and Ethics Hotline by logging on to https://www.compliance-hotline.com/ThomsonReuters.jsp where you will find instructions for reporting via phone or the website.
The Hotline is managed by an independent third party and it is available to you 24/7. You may submit a report anonymously if you choose. After reporting your question or concern, you will be able to check back in and receive status updates regarding your submission. Confidentiality will be
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© 2024 Thomson Reuters | 8 |
maintained to the fullest extent possible, and information will be shared only on a need-to-know basis.
In certain countries, local laws and regulations restrict the types of reports that can be made through the Ethics Hotline or may require consent to disclose your identity. If you are in such a country and attempting to make a report, Seek Help. You can also visit the Hotline information on the Intranet.
Nothing in the Code prohibits you from reporting potential violations of law to, or participating in an investigation conducted by national, federal, state or local government agency, including self-regulatory organizations recognized under applicable law.
Thomson Reuters prohibits retaliation against anyone who makes an inquiry or reports an allegation in good faith or who truthfully participates in an investigation. “Good faith” does not mean you have to be right or have incontrovertible proof — it just means you have a reasonable belief in the truth and accuracy of what you’re reporting. If you know or suspect someone is retaliating or are aware of plans to retaliate against you or someone else, Seek Help.
Investigations will be conducted promptly and thoroughly, and confidentiality will be maintained to the fullest extent possible. Information regarding complaints and reports will be maintained by the Human Resources, General Counsel’s Office or Internal Audit departments, as appropriate. The applicable department will maintain records of any such reports or complaints, tracking their receipt, investigation, and resolution.
Fair process and disciplinary action
All reasonable efforts will be made to determine the relevant facts behind any reported violation and bring the investigation to a timely conclusion. Any employee who becomes involved in an investigation is obligated to cooperate.
Failing to cooperate with an investigation may result in disciplinary action, up to and including termination and/or legal proceedings. Failure to cooperate includes:
| ● | Knowingly providing false or misleading information |
| ● | Refusing to be available for a meeting or discussion during an investigation |
| ● | Knowingly withholding, destroying, altering or deleting pertinent information |
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© 2024 Thomson Reuters | 9 |
We are trusted to . . .
…promote equal employment and provide reasonable accommodations for qualified individuals.
We are committed to complying with applicable laws, rules and regulations governing nondiscrimination wherever we do business and providing equal employment opportunities with regard to hiring, compensation, promotion, classification, training, apprenticeship, referral for employment and other terms of employment for all persons without regard to the classifications listed in the Anti-discrimination section of this Code.
We also make reasonable accommodations for qualified individuals with disabilities and for colleagues with sincerely held religious beliefs. For these purposes, a “reasonable accommodation” is a modification or adjustment to job duties or the work environment that enables an employee to perform the essential functions of the job while not putting undue hardship on Thomson Reuters. Contact your manager or Human Resources if you believe you require an accommodation to perform the essential functions of your position, need a religious accommodation or have questions.
Workplace Policies on the Intranet
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Connecting the dots |
| Q I’m considering two job candidates who have similar qualifications on paper. One has a physical disability that may hamper the ability to get around the office. Am I allowed to factor this trait into my evaluation of the candidates? |
| A You should not assume that a disability will limit someone’s ability to perform his or her job. However, if you reasonably believe the disability would legitimately affect the individual’s ability to perform the essential functions of the job, you should contact human resources to discuss whether reasonable accommodations could be made. |
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© 2024 Thomson Reuters | 10 |
Embracing inclusion and belonging
We are trusted to . . .
…foster an inclusive workplace and a workforce that reflects the wide range of customers and communities we serve.
Why it matters
We work best in partnership. When our workforce has an extensive range of skills, expertise and experiences, it enhances our abilities as colleagues to partner with each other and with our customers. The more perspectives we can provide, the more potential there is for innovation. The more that all employees feel valued and free to reach their full potential, the more trust can develop among all of us.
In short, a commitment to inclusion and belonging not only honors our values but also fuels our competitive edge in the global marketplace.
How we deliver
We foster an inclusive workplace where all colleagues are valued and have the opportunity to reach their full potential.
We embrace a range of perspectives, experiences and styles. We know this drives innovation and delivers a competitive advantage.
Fostering a respectful workplace
We are trusted to . . .
…actively foster a work environment where everyone is treated with dignity and respect.
Why it matters
When discrimination, harassment and bullying are allowed to take root in a workplace, they inhibit communication and damage productivity. We cannot properly share ideas and concerns or work together as a team if any member of our team or partnership feels targeted or unsafe. Additionally, these types of acts may leave us vulnerable (as individuals and as a company) to fines, lawsuits and civil or even criminal proceedings.
By putting a premium on fairness, equality, respect and dignity and not allowing discrimination, harassment and bullying, everyone who enters our workplaces should feel protected and empowered to achieve their full potential.
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© 2024 Thomson Reuters | 11 |
How we deliver
We do not tolerate discrimination. This means we do not allow unequal treatment on the basis of:
| ● | Race, color or ethnicity |
| ● | Religion |
| ● | Sex or gender |
| ● | Pregnancy |
| ● | Sexual orientation |
| ● | Age |
| ● | Gender identity or expression |
| ● | Marital status |
| ● | National origin |
| ● | Citizenship status |
| ● | Disability |
| ● | Veteran status |
| ● | Any other classification protected by applicable laws or regulations |
We also do not tolerate harassment of any kind at our workplaces, including sexual harassment and bullying. We support dignity in the workplace without regard for whether the person engaging in the conduct or the recipient is an employee, manager, vendor, supplier, customer, contractor, consultant or visitor. This means we do not allow conduct that:
| ● | Has the purpose or effect of creating an intimidating, hostile or offensive work environment or otherwise adversely affects an individual’s employment opportunities |
| ● | Explicitly or implicitly links submission to sexual conduct as a term or condition of employment or promotion decisions |
Thomson Reuters will not tolerate discrimination, harassment or bullying in the workplace. Even if local law does not explicitly prohibit these acts, we hold our employees to a higher standard.
Examples of sexual harassment can include:
| ● | Unwelcome propositions, demands or advances of a sexual nature |
| ● | Unwelcome physical contact such as hugging, kissing, grabbing, pinching, patting, or brushing up against someone |
| ● | Unwelcome and inappropriate remarks about someone’s body or appearance, sexual gestures or comments or unwanted verbal or physical interactions of a sexual nature |
| ● | Unwelcome vulgar or obscene gestures, language, or comments |
Examples of bullying can include:
| ● | Humiliation, threats, or abuse |
| ● | Aggressive behavior |
| ● | Teasing or practical jokes |
| ● | Pressuring someone to do something against their will |
Examples of harassment can include :
| ● | Slurs, disparaging remarks, off-color jokes, insults, vulgar language, epithets, and teasing |
| ● | Displaying offensive posters, symbols, cartoons, drawings, computer images or e-mails |
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Connecting the dots
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| Q I’ve noticed that one of our customers keeps making mildly sexual comments that seem to make one of my colleagues uncomfortable. If that colleague never makes a complaint to the company, is there anything I can do? Do we have to accept the behavior to maintain the customer relationship?
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| A Even if an apparent target of the behavior does not make a complaint, the individual still may be uncomfortable. You should talk to Human Resources. While Thomson Reuters is always mindful of customer relationships, we never want our employees to be in an uncomfortable work environment. The company will take appropriate steps to address the behavior.
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Speaking up for safe workplaces
If you witness inappropriate conduct in the workplace, speak up and do not look the other way, regardless of whether the individual who engaged in the behavior is a manager, colleague, vendor, supplier, customer, contractor, consultant or visitor. If you are comfortable addressing the behavior directly with the individual who engaged in it, you may, however, you are not required to do so. In any event, you should contact the Human Resources department or Seek Help (and contact the Security Operations Center (SOC) if you believe the particular situation may require their involvement).
Thomson Reuters will take prompt and appropriate action if it determines that a violation has occurred, which may result in disciplinary action, up to and including termination of employment.
Managers
We hold managers (which include supervisors) to an even higher standard and require them to raise or address any inappropriate conduct they learn of in the workplace, even if they are aware of it indirectly or have not received a specific complaint about the behavior.
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Keeping workplaces safe, secure and healthy
We are trusted to . . .
…ensure a work environment where health, safety and security are paramount.
Why it matters
A safe and healthy workplace not only protects us from harm but also builds trust, prevents costly accidents and enhances the company’s reputation as a responsible corporate citizen.
How we deliver
To conduct business operations and activities in a manner that prevents injury and ill-health for employees, customers, visitors and contractors, protects the environment, conserves natural resources and positions us as a responsible neighbor, we:
| ● | Comply with both the letter and the spirit of all applicable occupational and environmental health and safety laws and regulations |
| ● | Develop, implement, continually improve and follow policies, procedures, and guidelines to ensure compliance with applicable regulations and support our values, commitments and expectations |
| ● | Provide EHS training, instruction, information, and effective communication to all TR staff and those performing work at our locations relevant to their role and responsibilities |
| ● | Develop management processes and solutions that mitigate risks, protect our people and environment, and demonstrate value to our customers and stakeholders |
| ● | Require that all contractors, vendors and colleagues abide by safety and environmental regulations |
| ● | Perform assessments to identify safety hazards or potential regulatory non-compliance and take action to remedy these situations |
| ● | Maintain accurate and up-to-date environmental and safety records |
We do our part to ensure the security of our workplaces by:
| ● | Following all required security procedures and access controls in our facilities |
| ● | Speaking up when we see something that seems suspicious or threatening |
| ● | Participating in safety-related drills and preparations |
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© 2024 Thomson Reuters | 14 |
Threats, workplace violence and weapons
We do not tolerate acts or threats of violence, intimidation or hostility in our workplace, whether directed at colleagues, vendors, suppliers, customers, or visitors. We also do not allow:
| ● | Weapons or hazardous devices at any facilities leased or owned by Thomson Reuters, at Thomson Reuters– sponsored functions, or on company business unless legally allowed and cleared with prior written approval from the Global/Regional Head of Security |
| ● | Behavior that injures or is likely to injure another person |
| ● | The making or sending of harassing or threatening statements (regardless of how these messages are delivered) |
| ● | Behavior that damages or is likely to damage property |
| ● | Stalking or surveillance of another person |
| ● | Committing or threatening to commit violent acts |
This may extend to activities outside of work if they adversely affect the company’s reputation or interests or the safety of our employees. If you feel someone is being threatened or subjected to violence, are concerned that someone may cause harm to him or herself or see something suspicious, move out of harm’s way, call the local police, follow the instructions of emergency authorities and call the Security Operations Centre (SOC) and Human Resources. If there is a life-threatening emergency, contact the local police or emergency services first, then SOC and Human Resources.
Þ TR Corporate Security Incident Report Form
Þ Global Security on the Intranet
Þ Workplace Violence Prevention Policy on Workday
Þ Environmental, Health and Safety Policy
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Connect the dots
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| Q I have a domestic issue at home that affects my personal safety. Do I need to disclose it at work?
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| A If you have a domestic or personal issue that may apply to or affect safety in the workplace (e.g., an order of protection or a restraining order), you should report it to Human Resources and SOC. That is the best way to help ensure not only your safety but also that of your colleagues. Also see the Workplace Violence Prevention Policy
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© 2024 Thomson Reuters | 15 |
Drugs and alcohol can be a danger to everyone in the workplace. Thomson Reuters does not allow the possession, use, purchase, sale, attempted sale, distribution, manufacturing or being under the influence of illegal drugs in its workplaces. We also do not allow the abuse or misuse of alcohol, prescription drugs or other impairing substances in the workplace, whether your workplace is in the office or remote working, or when conducting company business. This means we:
| ● | Do not report for work while impaired by drugs or alcohol |
| ● | Do not possess or consume alcohol on Thomson Reuters premises or while working without specific prior authorization from Thomson Reuters |
| ● | Use good judgment when consuming alcohol at an event sponsored by Thomson Reuters, a customer or an organization that we’re supporting |
Employees in violation will be subject to disciplinary action, up to and including termination. Violations also could lead to arrest and prosecution by law enforcement if such violations involve illicit drugs or other illegal activities. Where permissible by law, Thomson Reuters reserves the right to take appropriate steps to investigate compliance with the Code and other applicable policies, including but not limited to drug and/or alcohol testing by qualified medical professionals and searches in the workplace.
If you believe someone in the workplace may have an issue with substance abuse or may be impaired, contact your manager or Human Resources.
| Connecting the dots
Q If I have a problem with substance abuse, does the company offer any help?
A Thomson Reuters offers a number of employee programs that may provide assistance. Please ask Human Resources about available services in your location. |
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Recognizing and avoiding conflicts of interest
We are trusted to . . .
…act in the best interests of Thomson Reuters and avoid situations that even appear to compromise our judgment.
Why it matters
A conflict of interest may arise whenever our personal interests as individuals interfere, or appear to interfere, with the interests of the company. Conflicts of interest also can arise if we take actions or have interests that may make it difficult for us to do our jobs objectively and effectively. If broken, the bonds of trust that we have developed over time with customers and partners can be difficult to rebuild. By knowing how to recognize and disclose or avoid potential conflicts, we protect our reputation and our ability to do business effectively.
How we deliver
We avoid real or perceived conflicts of interest at all times. This means we:
| ● | Take responsibility for identifying situations that could compromise or appear to compromise our judgment |
| ● | Seek Help if we suspect a potential conflict |
| ● | Disclose any potential conflicts in writing to the appropriate manager or to Human Resources to resolve the conflict and/or pre-clear it in writing with the Enterprise Compliance team and act consistently with whatever decision is made |
| ● | Put the company’s interest in any business transaction ahead of any personal interest or gain |
Keep in mind that not all conflicts are prohibited. Some conflicts of interest are permissible if they are disclosed and approved. Below are some of the more common areas where conflicts arise.
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A conflict can arise if you or someone with whom you have a close relationship receives improper personal benefits (such as cash, gifts, entertainment, services, discounts, loans or guarantees) or is selected by Thomson Reuters as a supplier, consultant or business partner as a result of your position at Thomson Reuters.
We each must avoid putting ourselves in positions where the interests of those with whom we have a close relationship could improperly influence our decisions.
This means we avoid:
| ● | Directly or indirectly supervising colleagues with whom we have a close relationship |
| ● | Taking part in hiring or promoting those with whom we have a close relationship or influencing their compensation, benefits or opportunities if they work at the company |
| ● | Participating in transactions between Thomson Reuters and businesses that are owned by or that employ someone with whom we have a close relationship. It may be a conflict of interest if you or someone with whom you have a close relationship owns more than 1% of a customer, supplier or competitor |
| Connecting the dots |
| Q How does the Code define a “close” relationship? |
| A For the purposes of the Code, people with whom you have a “close” relationship may include any person that could influence or appear to influence your judgment such as: |
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● A spouse, partner, parent or person you are dating
● Immediate family members (parents, offspring, siblings, grandparents or grandchildren)
● Mothers and fathers in-law, sons and daughters-in-law, brothers and sisters-in-law
● Cousins, uncles, aunts, nieces, nephews
● Any person living in the same home as you |
| Q I think my manager is dating a coworker. Is that allowed? |
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A It is inappropriate for a manager to date one of his or her direct reports or another person who is a subordinate in his or her group. Even if the relationship appears to be consensual, having one individual in a position of power over the other could result in a conflict of interest. Any concerns should be addressed to Human Resources. |
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We may not take for ourselves any opportunity that was created or discovered through the use of company property, information or other resources or through our position at the company. This means we:
| ● | Use company property, company information and our position only to advance the company’s interests and not for personal gain |
| ● | Recognize when a product, service, invention or business connection might be of interest to Thomson Reuters and communicate it to the company |
We take on outside employment only if it does not interfere with our judgment or ability to perform our job duties at Thomson Reuters. Disclosing outside employment to your manager or the Enterprise Compliance team is required and important to ensure that the position does not interfere or conflict with your role at TR or our work with a partner or customer. This means that while working for Thomson Reuters, we each:
| ● | Ensure our employment or engagement with another company does not affect our work at Thomson Reuters |
| ● | Do not accept work if it would cause us to improperly disclose the company’s confidential or proprietary information |
| ● | Do not compete with Thomson Reuters or work for our competitors |
| ● | Do not use company resources or time to perform work for second jobs, personal businesses, board memberships or civic positions, or the like |
Practicing law on behalf of Thomson Reuters
Thomson Reuters employs many individuals with law degrees who also may be licensed to practice law. It is important to remember that only lawyers in the General Counsel’s Office (GCO) or those who are working at the direction and under the supervision of the GCO, may practice law or provide legal advice on behalf of Thomson Reuters.
This means that while working at Thomson Reuters, employees and contractors who do not meet the above criteria may not, among other things:
| ● | Establish an attorney-client relationship on behalf of Thomson Reuters |
| ● | Provide legal advice or guidance where specialized legal skills are required, such that there is an implicit representation of authority or competence to practice law |
| ● | Hold themselves out as a Thomson Reuters lawyer, which means to indicate in any manner to any other person that they are competent, authorized or available to practice law on behalf of the company |
If you are unsure if you meet the criteria to practice law on behalf of Thomson Reuters, please contact the Enterprise Compliance team.
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Joining the Board of another company
Employees are permitted to serve on the board of private family businesses and other organizations that have no relation to Thomson Reuters or our businesses. Employees must receive approval from the Enterprise Compliance team before accepting an appointment to the board of any organization whose interests may conflict with Thomson Reuters interests. No employee may serve as a director of another publicly traded company unless you’ve received approval from the Thomson Reuters Chief Compliance Officer.
Organizational conflicts of interest
When dealing with the government, we avoid situations that might give Thomson Reuters an unfair competitive advantage or that could affect our ability to perform work objectively as individuals. This means we:
| ● | Follow all requirements of the Federal Acquisition Regulation (FAR) in the United States and similar regulations in all the other countries where we do business |
| ● | Work in good faith to address and resolve any claims of organizational conflicts of interest |
Remember that many conflicts or potential conflicts can actually be resolved if they are properly disclosed in a timely manner. Refer to Making Ethical Decisions for guidance in handling potential conflicts of interest, and Seek Help if you are ever unsure about a potential conflict.
We are trusted to . . .
…compete vigorously, fairly and openly.
Why it matters
Anti-competitive practices harm customers and distort markets. These practices severely damage our relationships with customers and partners by eroding their foundational trust. Competition and antitrust laws prohibit making agreements with competitors, customers, suppliers or other third parties that limit competition. Even though competition laws are complex and dynamic, we are expected to know the law in this area. If we fail to act lawfully, we can hurt the company’s reputation and leave Thomson Reuters and ourselves open to the potential of substantial fines and even criminal prosecution.
How we deliver
We treat our competitors, customers, suppliers, partners and security holders with fairness and respect.
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This means we:
| ● | Comply with the letter and spirit of applicable laws |
| ● | Recommend only products, services and solutions that we believe are the proper fit for each customer’s needs |
| ● | Remain transparent and forthright in all contracting |
| ● | Award contracts based on merit and clearly defined benchmarks |
| ● | Provide accurate and timely documentation |
| ● | Deliver on what we promise |
| ● | Are honest and accurate in advertising and marketing claims, avoiding exaggeration, misrepresentation, and ambiguity |
| ● | Take special care when making comparative claims and do not disparage or unfairly criticize a competitor’s products or services |
| ● | Do not gather competitive intelligence in unlawful or unethical ways (see Competitive Intelligence in the Code) |
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Seek advice before you act
We often negotiate agreements with customers, suppliers and distributors. To avoid antitrust issues, seek advice from the General Counsel’s Office before you:
● Use customer pricing (such as deep discounts) or licensing terms to keep out or unduly hinder competitors
● Sell anything below cost
● Tie the sale of any product, service or discount to another product
● Enter an exclusive dealing or lock-in agreement
● Treat customers, suppliers or distributors inequitably for the same products
● Restrict a distributor in terms of whom they can sell to and at what price or agree to a similar restriction on Thomson Reuters where we resell third-party products or services
● Impose any non-compete or other similar restriction, or accept a similar restriction on Thomson Reuters
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We abide by all competition and antitrust laws that apply to us, avoiding situations that could put us at risk of even appearing to violate these laws. This means we do not engage in discussions with competitors to:
| ● | Fix prices |
| ● | Divide sales opportunities or territories |
| ● | Agree not to solicit each other’s customers |
| ● | Boycott or refuse to sell a particular product to a certain customer, supplier or vendor |
| ● | Rig bids |
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| ● | Share confidential information about pricing, profits, costs, sale terms, credit terms, customers, discounts, promotions, marketing or strategic plans, mergers and acquisitions or any other sensitive information |
Because competition and antitrust laws are so complex and there are some exceptions and variations from country to country, you should consult the Enterprise Compliance team before taking any action that might be considered anti-competitive. View the Competitive Intelligence Policy, Competition Guidelines, Creating Better Documents, Competing Fairly Summary Flyer and others on the Intranet.
| Connecting the dots
Q I attended a conference recently, and an employee of a competitor struck up a conversation with me about a new product they just launched. She didn’t say anything about pricing or profits, but I felt uncomfortable. What should I do in this situation?
A If you feel uncomfortable about any conversation with a competitor, it’s best to exit that conversation as quickly and as gracefully as possible. Remember, even if the employee didn’t reveal pricing or other sensitive information, she may have said something that could appear to violate antitrust laws to some-one listening. Contact the General Counsel’s Office if you need more clarification or want to confirm that nothing happened that could be or could appear to be a violation.
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We are trusted to . . .
…act as responsible citizens in the global marketplace, relying on our performance and innovation, not on bribes or other corrupt practices, to earn business.
Why it matters
Bribes, corruption and illegal payments all have a deeply damaging impact on our society. They can harm economies, destabilize governments and undermine public trust. These types of actions can result in Thomson Reuters being prohibited from bidding on contracts. In addition, they can result in both personal and company fines and even imprisonment. As a team of thousands of professionals working around the world, we have both the power and the obligation to fight bribery and corruption wherever we encounter it. By embracing this responsibility with the business partners with whom we engage on a daily basis, we continue to bolster the reputation of Thomson Reuters. We also protect the communities where we work and help level the playing field, as we should win on the merits of our performance as individuals and as a company.
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How we deliver
Anti-bribery and anti-corruption
We do not tolerate bribery or corruption in any form. This applies to both the public and private sectors. We take reasonable steps to ensure Thomson Reuters business partners, including vendors and other third parties do not engage in illegal or unethical actions when acting on our behalf. We expect all Thomson Reuters business partners to meet these standards, understanding that we can be held liable for their actions, which — good or bad — reflect on the company.
This means we:
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● Do not offer or accept bribes or kickbacks
● Do not make facilitation or “grease” payments, even if they are legal in the country where requested
● Report it to our manager and the Enterprise Compliance team if we are offered a bribe, asked for a bribe or asked to make a facilitation payment
● Offer or accept only reasonable hospitality and business expenses
● Record all payments and receipts honestly and accurately
● Carry out a level of due diligence appropriate to the risk before we engage business partners
● Communicate our Anti-Bribery & Anti-Corruption Policy to business partners at the outset of our business relationship and as appropriate thereafter
● Watch out for red flags, including vague descriptions of payments or services, payment requests in exchange for approvals or signs of over-invoicing or false invoicing
● Mitigate or terminate business relationships as appropriate if we learn that a business partner may have violated our standards |
The many forms of bribery
Bribes can take the form of anything of value being offered or given in exchange for, or as a reward for, favorable treatment. There are many business interactions that can go from legitimate to corrupt when motivated by an intention to obtain favorable treatment, including providing or accepting:
● Cash or cash equivalents
● Facilitation payments
● Unreasonable gifts, entertainment or hospitality
● Unexplained or excessive rebates, discounts or commissions
● Loans
● Invoices for disguised expenses
● Excessive goods or services for personal use
● Free use of Thomson Reuters services or facilities
● Favors (such as the hiring of a relative)
● Charitable donations
● Paid or unpaid internships
● Job offers or promises of future employment
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● Report any known or suspected violations or concerns to the Enterprise Team or the Ethics Hotline |
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If you have any questions about bribery or corruption, contact the Enterprise Compliance team or Seek Help.
Anti-Bribery & Anti-Corruption Policy
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Connecting the dots
Q What is a facilitation or “grease” payment?
A A facilitation or “grease” payment is a small payment made to a government official to secure what should be a routine action, such as processing a visa, issuing a permit or providing a utility service. This does not include official payments, such as those where a government agency has a published fee schedule for a service equally available to anyone and provides a receipt. Thomson Reuters prohibits its employees and representatives from making facilitation payments, even if doing so is legal in the country where the payment is taking place. If you are unsure whether something qualifies as a facilitation payment or if you believe such a payment is necessary to advance legitimate business goals, you must Seek Help. Similarly, if you must make a facilitation payment to protect your liberty or safety, you must notify your manager as soon as possible, and know that such extraordinary events will not be treated as policy violations.
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Identifying government officials
Our policy on bribery and corruption applies to both the public and private sectors. However, dealing with government officials poses a particularly high risk due to the strict rules and regulations that often apply to giving anything of value to a government official. Some government officials are easy to identify, but others may not be. Government officials can include:
● Employees at government facilities
● Elected officials
● Law enforcement officers
● Customs officials
● Inspectors
● Military personnel and support teams
● Public utility employees
● Employees of state-owned or controlled entities, such as some oil firms, universities and media companies
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Government Contracting policies on the Intranet
We use our best judgment in the giving and receiving of gifts to avoid even the appearance of improper influence. This means we:
| ● | Ensure all gifts, meals, services and entertainment we give or receive are infrequent and not excessive in value |
| ● | Refuse to give or accept certain cash equivalents (e.g., shares, gift cards, gift certificates or honorariums) that exceed $100.00 (USD) unless approved by your manager, Human Resources or the Enterprise Compliance team |
| ● | Refuse to give or accept cash gifts |
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| ● | Do not give or accept anything of value if it would appear to improperly obligate someone to act a certain way or if it would embarrass either party if made public |
| ● | Know that when a government official is involved, we may not offer or accept gifts, meals, services or entertainment without prior approval from the Enterprise Compliance team |
| ● | Will in no case connect an item of value, including gifts and travel, to an official act by a government official |
| ● | Know the relevant gift policies that govern our businesses (and remember some may have more restrictive policies) and the policies of anyone who might receive a gift from us and ensure that those policies are not violated |
| ● | Understand that in some countries, it would be offensive to return or refuse a gift and that in such situations, we may accept the gift on behalf of Thomson Reuters and consult our manager about how the gift should be treated |
| ● | Comply with applicable laws and regulations wherever we do business |
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Determining what is “not excessive in value” requires your good faith judgment. It may change depending on the situation.
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Acceptable gifts and entertainment
generally |
Unacceptable gifts and entertainment generally include: |
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● Promotional items with company logos
● Meals and entertainment of modest value when business is being conducted
● Routine tickets to a local sporting or cultural event
● Gifts of nominal value that are customarily given on national holidays
● Prizes randomly given or received through raffles, contests or industry events
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● Cash or certain cash equivalents
● Luxury goods
● Events, trips or meals where there is no clear business purpose being conducted
● Anything of value given to or received from a government official |
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If you aren’t sure whether you should offer or accept a gift, ask yourself:
| ● | What is the intention behind the gift? For example, does either party expect something in return, such as an advantage or a favor? |
| ● | Do you feel uncomfortable or embarrassed if anyone else found out about it? |
| ● | Is the gift being given outside of the workplace so others will not know about it? |
| ● | Does the recipient have a policy that would prohibit it? |
| ● | Is the gift supported by documentation? |
| ● | Does it feel right? Or does something feel off? |
If you have questions about whether any gift, meal, service or entertainment would be acceptable under the Code, contact the Enterprise Compliance team or Seek Help.
Anti-Bribery & Anti-Corruption Policy
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| Connecting the dots
Q We engaged a local agent with good connections to help us secure a government contract. He wants to give a bottle of expensive liquor to the government official who signed off on the contract and insists that it’s customary to do so. Could we get in trouble for that?
A Yes, Thomson Reuters can be held responsible for the actions of the agents we hire. You must tell the agent from the start not to give gifts to a public official. More importantly, before engaging such a person, it’s important to conduct due diligence on the agent and get a contractual assurance that no improper payments will be made on behalf of Thomson Reuters. |
Sanctions, embargoes and export controls
Sanctions and export controls can be complex and ever changing. As a company known for its information and resources to enable our partners to navigate difficult legal questions, it is imperative we understand and abide by these laws and regulations. That is why we are committed to following sanctions and export compliance requirements applicable to us.
This means we:
| ● | Understand our individual roles when doing business in various parts of the world and with potential customers and business partners, including understanding which trade laws apply to our business activities and business partners |
| ● | Remain aware of embargoed countries and global sanctions requirements (see Trade Controls and Sanctions on the Intranet) |
| ● | Conduct due diligence on customers, prospective customers, and other business partners. |
| ● | Screen customers, prospective customers, and other business partners, on a recurring basis, against sanctions lists, including those of the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) (and lists maintained by other countries, using leading tools and technology |
| ● | Do not conduct unauthorized business with a sanctioned organization or individual |
| ● | Know the requirements and procedures for products or services we are exporting |
Remain alert for and report suspicious business requests and payment activity. If you have any questions about sanctions or export controls, Seek Help.
Trade Controls Handbook and Policies on the Intranet
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| Connecting the dots
Q Recently, one of my customers asked whether some employees in their organization who work in a sanctioned country could subscribe to one of our online software products. Can we add them as subscribers since we wouldn’t be exporting a physical product?
A Most likely not. Export controls cover software as well as hardware and equipment. It also appears your customer may be representing individuals or entities from that sanctioned country Seek Help before taking any action. |
Money laundering is the process by which funds generated through criminal activity (such as terrorism, drug dealing or fraud) are processed through commercial transactions in order to hide the source of the proceeds, avoid reporting requirements or evade taxes. We follow all anti-money- laundering and anti-terrorist financing laws that are applicable to us and do not condone or facilitate money laundering. This means we:
| ● | Emphasize the importance of knowing and understanding whom we deal with (“know your customer”), remain alert for possible instances of money laundering and immediately notify the Enterprise Compliance team of any suspicious activity (without informing the third party in question). Suspicious activity by customers or prospects may include: |
| ● | Reluctance to provide basic information or documentation or providing false information or documentation |
| ● | Using shell companies (companies without a business purpose) or complex or unusual structures, particularly within multiple high-risk jurisdictions |
| ● | Requesting Thomson Reuters to provide them secrecy |
| ● | Recognize that our regulated entities have enhanced obligations and those of us working in or on behalf of those businesses must make sure we understand and comply with these obligations. |
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We are trusted to…
…ethically and responsibly design, develop, deploy and use artificial intelligence (AI) solutions, whether internally, in partnership with a third party or in the service of a customer.
Why it matters
Thomson Reuters is committed to inform the way forward by embracing the many opportunities AI presents while recognizing the unique challenges and risks. As the landscape of AI evolves, it will challenge our ways of thinking and our ways of working. What must not change is our commitment to our Trust Principles and our Data and AI Ethics Principles.
How we deliver
We will responsibly deploy artificial intelligence solutions governed by our Data and AI Ethics Principles to promote trustworthiness in our continuous design, development, and deployment of AI and our use of data, as follows:
| 1. | That Thomson Reuters use of data and AI are informed by our Trust Principles. |
| 2. | That Thomson Reuters will strive to partner with individuals and organizations who share similar ethical approaches to our own regarding the use of data, content, and AI. |
| 3. | That Thomson Reuters will prioritize security and privacy in our use of data and throughout the design, development and deployment of our data and AI products and services. |
| 4. | That Thomson Reuters will strive to maintain meaningful human involvement, and design, develop and deploy AI products and services and use data in a manner that treats people fairly. |
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| 5. | That Thomson Reuters aims to use data and to design, develop and deploy AI products and services that are reliable, consistent and empower socially responsible decisions. |
| 6. | That Thomson Reuters will implement and maintain appropriate accountability measures for our use of data and our AI products and services. |
| 7. | That Thomson Reuters will implement practices intended to make the use of data and AI in our products and services understandable. |
| 8. | Thomson Reuters will use employee data to ensure a safe and inclusive work environment and to ensure employee compliance with regulations and company policies. |
We believe these Data and AI Ethics Principles will provide our colleagues and partners with the right foundations to build reliable and trustworthy AI for our customers and ensure the responsible use of AI solutions internally. The Data and AI Ethics Principles will evolve as the related industries continue to grow and develop.
| When designing, developing, deploying or using AI solutions, it is your responsibility to follow our AI principles, policies, and guidelines.
For more information, visit Data and Model Governance, Data & Model Governance Policies & Standards and All Things AI on the Intranet. |
Reuters
Reuters uses AI in several ways to improve its news reporting and delivery.
AI Guidance for Reuters Journalists
AI Journalism Handbook entry
AI @ Reuters on the Intranet
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Respecting our intellectual property and that of others
We are trusted to . . .
…protect all intellectual property against misuse, whether it belongs to Thomson Reuters or to someone else.
Why it matters
Intellectual property is the lifeblood of our business. From the systems and databases we create to empower our customers with information, to the news stories we write, to the processes we use in our workplaces, intellectual property is vital to our company’s identity. Knowing how important it is to us and to others, we have a special obligation to protect the intellectual property that we create and to defend all intellectual property against improper use. By doing so, we put our company, our colleagues and ourselves in the best position to innovate and win in the marketplace.
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How we deliver
We recognize when intellectual property should belong to Thomson Reuters and take all necessary action to protect it.
This means we:
| ● | Agree, to the extent permitted by law, that Thomson Reuters owns all intellectual property (and related rights) that we create during the course of our employment, whether we create them in the office, at home or elsewhere, if they are related to company business or created with company resources |
| ● | Waive or assign to Thomson Reuters all moral rights we may have under applicable law to intellectual property that we create as employees |
| ● | Promptly disclose any methods, systems, processes, designs, ideas or other patentable works we create as employees so the company can take steps to protect them |
| ● | Ensure that any methods, systems, processes, designs, ideas or other patentable works we create as employees are not disclosed to third parties prior the company taking steps to protect them |
| ● | Report any unauthorized use of company copyrighted works, patents, trademarks or other intellectual property of which we become aware to the General Counsel’s Office |
| ● | Put copyright notices on all Thomson Reuters materials, information, services or other products intended for public distribution |
| Connecting the dots
Q My team would like to use information held in a public database for an upcoming project. Is this allowed under Thomson Reuters policy?
A Even if it appears to be accessible by the public, some information still may be subject to intellectual property protection. Contact the General Counsel’s Office for guidance. |
| What are moral rights?
Moral rights are rights relating to intellectual property, and they include the right to be recognized as the creator and the right to the integrity of any works created. The waiver or assignment in this Code is designed to ensure that Thomson Reuters can take any action concerning works created by you during your employment with Thomson Reuters. |
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Intellectual property of others
We respect the intellectual property of third parties, including competitors, and do not use it in any way that would violate the law or our values. This means we:
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● When necessary, get written permission to use or copy a third party’s copyrights, patents, trademarks or other intellectual property, obtain licenses or, if the circumstances require it, purchase the intellectual property outright
● Ensure licensing agreements permit copying or distribution where necessary and do not impair the company’s rights before we copy or distribute third- party content, data, software or technologies
● Ensure intellectual property belongs to and is assigned to Thomson Reuters when it is created for us by third parties or contractors, where allowable by law
● Check with the General Counsel’s Office if we are in doubt about any intellectual property question |
What is intellectual property?
Examples include:
● The Thomson Reuters name and brand names that we use
● Copyrights, patents, service marks
● Trade secrets
● Innovations
● Software
● Processes
● Designs
● Ideas
● Images
● Data
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| Connecting the dots
Q I was driving home from work the other day and came up with an idea to improve one of our products. Does it ultimately belong to me or to Thomson Reuters?
A This idea is the intellectual property of Thomson Reuters, as it likely was the result of knowledge, resources and opportunities obtained through your employment with the company. If you think it’s a viable idea, you should share it with your manager. |
We live our values of performance and innovation by striving to better understand our competitors through extensive research and study. We obtain intelligence about our competitors only through lawful and ethical channels. In addition to following our rules on respecting the intellectual property rights of others, this means we:
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● Understand and follow all applicable laws and regulations before engaging in competitive intelligence gathering
● Do not distribute data or other sensitive information about a competitor if it was received or accessed in circumstances that may breach any of our Competitive Intelligence Guidelines |
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| ● | Never misrepresent our personal or company identity to gain access to a competitor’s product or service |
| ● | Do not breach contract terms or encourage third parties to do so in order to help Thomson Reuters obtain competitive intelligence |
Before seeking out or using any competitive intelligence, make sure you understand our Competitive Intelligence Policies and Guidelines. If you have any questions about how to apply these guidelines, contact the Enterprise Compliance team.
| Connecting the dots
Q I recently joined Thomson Reuters from a competitor, and I have knowledge about some of this competitor’s processes. Some of this information is confidential, and some, I believe, is not. What can I use in my work or share with my Thomson Reuters colleagues?
A You must not keep or share documents — in any format — related to the competitor’s business that you possessed as an employee of that competitor. Even in the case of information you simply remember, if the information is confidential, you have a personal legal obligation to your former employer to protect it from disclosure, just as you would with Thomson Reuters confidential information if you left the company for a competitor. Sharing such information with Thomson Reuters could also put you and us at risk legally. For the information you recall that you believe is not confidential, it is best to contact the Enterprise Compliance team before revealing it to anyone. |
Protecting confidential information and data privacy
We are trusted to . . .
…safeguard and protect the confidentiality and privacy of information that we hold and prevent it from being improperly accessed, shared or lost.
Why it matters
Our competitive advantage is built on the secure and ethical management of data, including our own confidential data and sensitive data entrusted to us by others. Failure to handle data correctly can lead to market disadvantages, harm to consumers, legal consequences, and damaged business relationships.
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How we deliver
Employees with access to nonpublic information about Thomson Reuters, our operations, customers or partners must treat such details as confidential. Disclosure is prohibited unless expressly authorized as required for legitimate business purposes.
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Strictly Confidential and Confidential information includes some of our most valuable assets, such as the following examples:
● Trade secrets
● Pricing information
● Nonpublic financial information and customer information
● Legal documents and privileged communications
● Information about our IT systems and infrastructure |
Reuters journalists should follow the policies and requirements of the Handbook of Journalism and seek guidance from their manager or the General Counsel’s Office.
Handbook of Journalism on the Intranet
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● Customer and product information, including contact details, subscription lists and contracts
● Business plans and outlooks, including mergers, acquisitions or divestitures |
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Data protection and privacy are governed by rapidly evolving laws and regulations. Use the following references to stay informed, and consult the Enterprise Compliance and Privacy Office through our Legal Front Door on the Atrium for guidance on personal data collection, use, retention and transfer. For more information visit: Privacy Office on the Intranet and Information Security Handbook and Policies on the Intranet.
| Important information security practices
There are many ways to protect data effectively. For example:
● Remember that public instant messaging services including, but not limited to, WhatsApp and Signal are unapproved for conducting TR business
● Put sensitive documents in locked files or drawers
● Use shredders or secure shred bins when discarding confidential information
● Use password protection on computers, other devices and sensitive documents
● Use encryption when storing and transmitting confidential information
● Take care when accessing information in areas where members of the public or other unauthorized persons, including other colleagues, might see it
● Securely back up devices on a regular basis
● Use caution when connecting to public Wi-Fi and utilize a virtual private network (VPN)
Report damaged or lost laptops and other devices, security incidents and personal data breaches immediately to security@thomsonreuters.com |
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Reporting data breaches
Any time we know or suspect that a breach of data security has occurred, whether accidental or intentional, we must report it immediately to security@thomsonreuters.com. Doing so promptly can mitigate the effects of the breach and help us take the right actions quickly to manage the incident, secure the data and reduce the risk of future breaches. |
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Using and protecting our confidential information and other data
We have established information security and privacy policies to safeguard confidential and personal data. Pursuant to the Thomson Reuters Privacy Program, employees are expected to:
| ● | Understand privacy and data protection laws relevant to their role |
| ● | Adhere to internal privacy and information security policies |
| ● | Classify data correctly and handle it accordingly |
| ● | Use company-approved information storage devices |
| ● | Comply with our Privacy Statement, Internal Privacy Policy, and all applicable laws when managing personal data |
| ● | Obtain authorization before sharing any confidential or personal information |
| ● | Protect Thomson Reuters confidential information even after we leave the company |
Privacy Office on the Intranet
Information Security Handbook on the Intranet
| Connecting the dots
Q A customer recently told me he doesn’t want to receive marketing e-mails from Thomson Reuters. What should I do?
A Immediately contact the Enterprise Compliance & Privacy Office. Privacy laws granting individuals the right to opt-out of or unsubscribe from marketing emails may give us a short timeframe in which to honor those requests. |
| Q I received a request from an individual seeking access to the personal data we hold about them and asking us to delete/correct/complete that data. What should I do?
A Immediately contact the Enterprise Compliance & Privacy Office. Privacy laws granting individuals certain rights over their personal data may give us a short timeframe in which to honor those requests. |
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Insider trading
Some of us have access to material nonpublic information about Thomson Reuters, our customers, suppliers or other companies with which Thomson Reuters either does business or is negotiating a significant transaction or agreement. Misuse of material nonpublic information could result in violations of insider trading laws and carry severe penalties. We are careful to treat this “inside information” lawfully and ethically. This means we:
| ● | Do not trade in or encourage another person to trade in Thomson Reuters securities or securities of other public companies while in possession of material nonpublic information |
| ● | Do not engage in “tipping” — the disclosure of material nonpublic information about Thomson Reuters or other public companies to other people, such as relatives or friends, who may trade on the basis of the information or disclose it to others |
If you are not sure whether certain information is considered material or nonpublic, consult the General Counsel’s Office for guidance before engaging in any securities transactions.
Insider Trading Policy on the Intranet
| Insiders
We have designated certain people as “Thomson Reuters Insiders” because of their position, managerial responsibilities, or access or potential access to material nonpublic information about the company. Thomson Reuters Insiders are subject to additional restrictions related to trading in securities of our company. |
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| Inside information
Whether information is “material” and “nonpublic” depends on the facts and circumstances. Information is material if it would, if generally available, reasonably be expected to result in a significant change in, or have a significant effect on, the market price or value of any securities. Information also is material if it would have a significant influence on a reasonable investor’s investment decisions. Information is nonpublic if it is not generally known or available to the public through an official company communication, such as a press release, website posting, securities filing or distribution to shareholders or through widely reported media coverage. Examples of material nonpublic information may include:
● Earnings results and any future financial forecasts or outlooks that have not been publicly disclosed
● Significant changes in business operations or strategies
● Significant potential acquisitions or sales
● Cybersecurity or other technology-related risks and incidents, including vulnerabilities and breaches
● Gains or losses of major suppliers or customers
● Introductions or launches of new, significant products or services
● Changes in senior management or our Board of Directors
● Actual or threatened significant lawsuits or material government or regulatory investigation |
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Using information and communications systems responsibly
We are trusted to . . .
…respect company communications systems and use them appropriately so that they operate as efficiently and effectively as possible.
Why it matters
Nearly all of the work Thomson Reuters does on a daily basis runs in some way through our information and communications systems. When we each take personal responsibility for using these systems properly, it protects the integrity of the data we store and transmit, and it ensures that we all have prompt access to the systems we need to help our company thrive. Likewise, improper use leaves us all vulnerable to hackers, data breaches, shutdowns and miscommunications, as well as legal repercussions.
How we deliver
We use company information and communications systems properly. This means we:
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● Limit personal use of e-mail, the internet and phones
● When sending e-mail or opening attachments, follow the process of “think before you click”
● Do not access, download or send material that is offensive, harassing, explicit or otherwise inappropriate for work
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● Never use, download or redistribute personal, unauthorized or copyrighted software on work devices
● Never share user IDs, passwords, access details, software, services or authentication devices (e.g., SecureID tokens) that are intended for individual use to gain access to a system
● You must only use Thomson Reuters authorized collaboration tools and devices for official Thomson Reuters business |
Monitoring and recording Where permitted by applicable law, Thomson Reuters reserves the right to monitor and record your use of information, communications, technology or infrastructure owned or supplied by Thomson Reuters.
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● Third party instant messaging solutions such as WhatsApp and Signal are unapproved for Thomson Reuters business purposes
● Respect company security controls and access information only within our authorized level
● Never use personal devices to store or access company data
● Never share data classified as Strictly Confidential, Confidential or Internal Use with 3rd parties
● Avoid careless, exaggerated or inaccurate statements that could be easily misunderstood or used against Thomson Reuters in legal proceedings
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| ● | We recognize some guidelines may run counter to specific job duties performed by some of you. To request a business exception to any of these policies or guidelines, contact the TR Global Service Desk for instructions |
| ● | Report any suspected breaches or incidents to security@thomsonreuters.com |
Information Security Handbook and policies
Mobile Device Management Standard
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Connecting the dots
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| Q Can I use my company e-mail address to send personal e-mails to my friends?
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| A Yes, as long as you limit this practice, follow our guidelines about dangerous, illegal and inappropriate material, and do not let it interfere with your work. It’s important to remember when discussing personal matters on company systems that any message you send or receive through company communications systems and devices — including e-mails, social media posts, and text or SMS messages — may be the property of Thomson Reuters and may be accessed by the company.
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We are trusted to . . .
…use company assets properly and protect them against loss, theft, misuse, damage and waste.
Why it matters
Thomson Reuters computers, phones, office supplies and facilities exist for the purpose of helping us all maximize our performance as individuals, as a team and as a business. By respecting these assets, we ensure they remain accessible and fully functional when our customers and colleagues need them. We also help make sure company time and resources are used on positive initiatives, not on fixing preventable problems.
How we deliver
We use company assets for legitimate and authorized business purposes only. We consider misappropriation, carelessness or waste of assets to be a breach of our duty and the taking of assets from company property without permission to be theft.
This means we:
| ● | Access company systems or information only when we are authorized and enabled to do so |
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| ● | Never use company assets for illegal activities |
| ● | Limit personal use of company assets to when it does not interfere with our work and does not violate this Code |
| ● | Prevent improper third-party use of company property |
| ● | Immediately report any loss, theft, misuse, damage or waste |
| ● | Stop using all Thomson Reuters assets in our possession or that we have access to and return them if we leave the company |
Global Security on the Intranet
Information Security on the Intranet
Examples of assets of Thomson Reuters include:
| ● | Computers, printers, copiers, scanners and monitors |
| ● | Phones, tablets and other mobile devices |
| ● | Intellectual property, such as software codes, licenses, brand names, business plans and inventions |
| ● | Buildings and other physical property |
| ● | Office supplies and equipment |
| ● | Customer, supplier or distributor lists and information |
| ● | Memos, notes and other documents made by us or a third-party business partner |
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We are trusted to . . .
…maintain records that are in accordance with company accounting policies and legal requirements.
Why it matters
We are a publicly listed company, and our global operations require us to comply with various securities and financial reporting obligations. When we take accountability for ensuring the financial records that we handle are accurate and complete, we protect the company’s reputation for integrity and uphold our commitment to trust. Reliable financial reporting allows shareholders to fairly assess our performance, provides management with information to allocate our resources most effectively and prevents violations.
How we deliver
We produce accurate, fair and timely records for management, directors, shareholders, government regulators and others. This means we:
| ● | Take personal responsibility for ensuring all transactions, books, and records — including time sheets, sales records and expense reports — are complete, accurate, documented and recorded in a timely manner |
| ● | Never falsify or distort the facts of any transaction, or keep unrecorded, undisclosed or off- the-books records |
| ● | Exercise reasonable diligence when approving transactions and expenditures or signing documents |
| ● | Understand the importance of internal controls and consistently comply with them |
| ● | Provide full, fair, accurate, timely and understandable disclosures in public communications and in reports or documents that we file with, or submit to, securities regulatory authorities and stock exchanges |
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| ● | Pay business-related expenses with company funds only if we have authorization from our manager |
| ● | Prepare disclosures in accordance with Thomson Reuters disclosure controls and procedures and other internal policies |
Disclosure Controls and Procedures on the Intranet
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Connecting the dots
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| Q A contractor has asked us to make a payment to a company for his services instead of to him personally. We previously engaged the contractor in his own name. Is this permissible?
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| A No. Payments to vendors and contractors must be supported by appropriate documentation. They also must be accurate and complete, which includes making payments to the same person or company that we engaged.
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We have the responsibility to ensure that reasonable procedures are in place to prevent those acting on behalf of Thomson Reuters (including employees, agents, contractors, service providers, distributors and other associated persons) do not knowingly facilitate the evasion of taxes (for ourselves or those with whom we do business) anywhere in the world.
Tax evasion includes activities such as: failure to register as a taxpayer in a local jurisdiction, under-reporting of income, claiming non-allowable expenses, issuing invoices for services not received, backdating documents, deliberately mispricing assets or helping to move assets/funds knowing that tax will be evaded as a result.
We have a responsibility to raise good faith concerns about questionable financial matters. The Audit Committee of the Thomson Reuters Board of Directors is committed to facilitating employee efforts to make these concerns known and has established procedures for how to treat complaints about accounting, internal controls, auditing matters and disclosure controls. This includes procedures for receiving, retaining and processing such complaints, as well as for submitting confidential and anonymous concerns.
In addition, it is unlawful to fraudulently influence, coerce, manipulate or mislead any independent public or certified accountant who is auditing our financial statements. Seek Help for more information, including on how to submit reports anonymously.
Protocol for Internal Reporting and Investigation of a Fraud Allegation on the Intranet
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Reportable fraud
Report any other types of fraud or dishonest activity that you have seen or suspect, including:
● Questionable transactions with customers, agents, vendors or other consultants
● Forgeries or other alterations of documents
● Billings that are higher or lower than agreed-upon prices for products or services
● Payments made for any reason other than described in a contract
● Payments made through intermediaries that deviate from everyday business transactions
● Transfers or deposits in the bank account of an individual instead of the company we contracted with
● Embezzlement, theft or misappropriation of company or customer assets
● Verbal arrangements with customers or unauthorized written agreements that are outside of an official contract
● Any activity intended to unfairly influence commission payments
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Reportable auditing and accounting issues
Promptly report complaints or concerns involving:
● Fraud or deliberate errors in preparation,
maintenance, or review of any Thomson Reuters financial statement or
● Deficiencies or noncompliance with internal accounting controls
● Misrepresentation or false statements to or by a senior officer or accountant regarding financial audits or records
● Deviations from full and fair reporting of the company’s financial condition
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We are trusted to . . .
…properly maintain and dispose of electronic and physical records.
Why it matters
As a largely information-based business, Thomson Reuters generates thousands of business records every day, in addition to financial records. These records must be created, stored and disposed of according to strict legal requirements. When we can access records in a timely fashion, we provide better service to our business partners and we avoid risks around audits, regulatory issues or litigation. At the same time, records kept past their disposal dates can create avoidable information security, privacy or legal risks.
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How we deliver
We care for, store, retrieve and dispose of our business records according to applicable records management policy. This means we:
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● Consistently organize our filing, storage and retrieval of electronic and physical recorded information
● Use the proper storage method specified by legal, fiscal, regulatory or operational requirements
● Protect records from loss, damage or deletion
● Retain all records related to any pending or threatened litigation or government investigation until otherwise directed by the General Counsel’s Office |
What is a record?
A record is any recorded information (electronic or physical) made or received and retained by an organization in pursuance of legal obligations or value to the government or in the transaction of business.
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● Dispose of all records (electronic and physical) according to retention and disposal schedules |
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It may be a criminal offense to destroy or falsify documents or emails related to a legal proceeding. Contact the Enterprise Compliance team if you have legal questions about whether a document should be retained.
For more information on how long to maintain certain categories of records, see our Records & Information Governance on the Intranet.
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Connecting the dots
Q How long do I need to retain emails and other messaging?
A If an email is not part of a business record and has served its business purpose and there is no legal or regulatory obligation to retain it, it should be deleted. If an email is part of a business record or there is a legal or regulatory obligation to retain it, you should remove it from your personal work email account and store it in an appropriate manner for future reference by the company (e.g., in a cloud folder related to the record). If you are subject to a “legal hold,” you should always retain emails until you’ve been notified by the General Counsel’s Office that the hold has ended.
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We are trusted to . . .
…sign contracts or agreements on behalf of Thomson Reuters only if we are authorized.
Why it matters
Miscommunications or errors made in contracting can cause loss of business, delays, legal action, fines, and ultimately damage the trust we have built with our customers and business partners.
How we deliver
We strive to deliver and receive the promises in our contracts and agreements. This means we:
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● Consult the Procurement department (Global Services) for third-party vendor or supplier contracts and follow Procurement policies
● Ensure that any contract or proposal is carefully reviewed and properly authorized and executed by the appropriate signatories and legal entities
● Do not provide or agree to unapproved non-standard terms or unauthorized “side letters” to customers or business partners
● Ensure complete, accurate documentation of contracts, related orders and customer status in applications to process customer accounts |
Government contracting
Government contracting laws and regulations can be complex and are often subject to change. The Thomson Reuters Government Contract Compliance Policy provides guidance on contracting with governments. For guidance specific to your location, consult the General Counsel’s Office to verify that you are complying with applicable laws, policies and standards.
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● Follow the rules that govern public procurement when providing products and services to governments and ensure compliance with the Government Contract Compliance Policy |
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Government Contracting policies on the Intranet
Global Services Policies on the Intranet
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Connecting the dots
Q I received a vendor invoice for an amount that exceeds my authority limit. Can I split the amount into two separate payments that I am authorized to approve?
A No. Splitting an invoice into separate payments in order to meet an authorization level is considered a circumvention of our internal controls. If the vendor payment amount exceeds your authorization level, the next-level approver in your management chain must approve the payment.
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Unauthorized side letters
Unauthorized side letters are undisclosed, unapproved letters, e-mails, notes or oral agreements that vary contract terms. They may bind us to something we cannot deliver or expose us to unwanted liability They can include:
● Early outs, or the ability for the customer to terminate before the contract expires
● Guarantees that the customer will achieve certain milestones
● Statements that directly contradict parts of the contract, including payment terms
● Commitments for products or services Thomson Reuters is unable or unwilling to provide or perform
● Offers of free or discounted products or services
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Engaging with the media, public speaking and using social media
We are trusted to…
…speak to the media, participate in public speaking events, or communicate on social media on behalf of Thomson Reuters only if we are authorized to do so.
Why it matters
We are fully aware of the power of media and our responsibility to use it wisely. Our company’s stock price, reputation and ability to compete can be affected by the information we make public. By being aware of the risks and not appearing to speak on behalf of the company without authorization, we can help make sure the company consistently gets an accurate message across to its intended audience while also exercising our individual right to post on social media.
How we deliver
If we receive requests for information from outside of the company, even seemingly simple ones, we refer them to colleagues authorized to act as company spokespersons, in collaboration with the Communications team. These spokespersons:
| ● | Handle requests from media, shareholders, financial analysts and government authorities |
| ● | Disclose information according to the requirements of securities regulatory authorities and stock exchanges |
| ● | Ensure that the information disclosed is accurate and is appropriate to be communicated publicly |
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Public speaking and engaging with the media
If an employee, delivers a speech at a conference or event, participates in a panel discussion, or gives an interview in the media or provides any comment to a member of the press, they are assumed to be speaking on behalf of the company and must receive explicit approval from their manager and the Communications team.
If you are unexpectedly approached by the media — in person at a conference or under any other circumstances — you must consult the Communications team before agreeing to an interview. In some instances, we may need to make it clear that these views do not represent those of Thomson Reuters and the Communications team can advise accordingly in such cases.
In our capacity as Thomson Reuters employees, we must have approval before engaging with journalists, media outlets, or blogs to create content for distribution in the media and on social media platforms, such as Twitter, LinkedIn, Facebook, and Instagram.
Personal use of social media and other online communications
As a leading provider of business information services, Thomson Reuters recognizes and encourages independent participation in social media and online communications if done so responsibly.
This means we:
| ● | Are transparent and, if writing about Thomson Reuters or its products, services or industry, always disclose that we are employees, whether talking on behalf of the company or in a personal capacity; |
| ● | If writing personally and there is any risk of confusion, however slight, make it clear that the views expressed are personal and not the company’s views; |
| ● | Unless authorized by the company to do so, do not reveal confidential data or sensitive information about the company or its customers, vendors or suppliers |
| ● | Are careful to not discuss company trade secrets, contracting, upcoming product releases or any other proprietary information |
| ● | Act sensibly and follow the Social Media Guidelines if posting about fellow employees, customers, vendors, suppliers or partner organizations |
| ● | Do not create Thomson Reuters–branded social media channels without Digital Oversight Committee approval; |
| ● | Make sure the time and effort we spend independently on social media do not interfere with our job duties |
| ● | Are mindful of what is posted, even when it’s not related to Thomson Reuters |
Be aware that some of us in certain jobs may need to comply with supplemental policies regarding social media. If you have any additional questions on personal or corporate social media use, please contact the Communications team.
Social Media Guidelines on the Intranet
TR Communications Team
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| Connecting the dots
Q I saw an article online that had incorrect claims about a Thomson Reuters service. Can I correct it in a comment on the article if I make it clear that I’m speaking as myself and not as an official company spokesperson?
A Please refer this situation to the Communications department so they can properly investigate the issue and address it if needed. In general, you should avoid posting any information about Thomson Reuters products, stock, strategies, customers or competitors, even if you’re trying to clear up confusion or false claims. This is managed by our company’s communications specialists. |
| Q I am active on social media and have several different accounts. Sometimes I want to post content that overlaps with the interests of Thomson Reuters. Am I allowed to?
A Before posting such content, it is important to make sure that it doesn’t reveal confidential or nonpublic information about the company, our customers, our colleagues or other people or companies that we do business with. You shouldn’t cite or reference customers or business associates without their approval. Also, if you are commenting on products and services we sell or those sold or offered by our competitors, you should be mindful of the Trust Principles and make it clear that you are employed by the company. In any event, you should make it clear that any opinions are your own and not those of Thomson Reuters. See the Social Media Guidelines, and if in doubt, talk to your manager or Corporate Communications first. |
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Being a responsible global corporate citizen
We are trusted to . . .
…respect human rights and our environment and to hold our employees, customers, vendors, suppliers, and other business partners to the same high standard we demand of ourselves.
Why it matters
Thomson Reuters works with thousands of professionals all over the world, and as members of the United Nations Global Compact, we are committed to creating positive change in the areas of human rights and environmental responsibility. We are aligned to the United Nations Guiding Principles on Business and Human Rights (UNGPs) and, as part of this obligation, we have established a Human Rights Policy that underscores our commitment and approach to human rights. We are committed to respecting all internationally recognized human rights and treating all our colleagues with dignity and respect, and we expect our business partners to do the same. We are also committed to protecting and preserving the environment and seeking sustainable sourcing solutions. We know that our responsibilities are great, as are our opportunities, which is why we are committed to driving innovation and performance, proving to our partners, our employees and the world that we are leaders committed to long-term success.
Social Impact Institute
Thomson Reuters Foundation
United Nations Global Compact Policy
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How we deliver
We strive to protect human rights and worker rights wherever we do business. This means we:
| ● | Comply with local labor laws and practices and maintain our own high ethical standards of worker treatment |
| ● | Do not condone or use forced or child labor or engage in human trafficking or slavery |
| ● | Do not condone human rights violations |
| ● | Engage workers on the basis of recognized employment or independent contractor relationships in accordance with local law |
| ● | Provide clear information about wages and benefits to workers before they’re hired |
| ● | Ensure wages and benefits comply with applicable laws |
| ● | Respect workers’ rights to associate freely, join or form unions or works councils and bargain collectively in accordance with local law |
| ● | Work with high-quality suppliers and other partners that have committed to operating under ethical standards equivalent to our own |
If you believe you’ve encountered a violation of our human rights standards, either within one of our workplaces or involving one of our business partners, contact your manager, Human Resources or the Enterprise Compliance team or you can report it anonymously through the Ethics Hotline.
Human Rights Policy
Supply Chain Ethical Code
Modern Slavery Act Transparency Statement
Responsible sourcing and the Supply Chain Ethical Code
We actively seek suppliers who share our ethical standards and commitment to environmentally sound and sustainable practices. This means we:
| ● | Perform due diligence on third-party suppliers, partners and other third parties acting on our behalf |
| ● | Include renewable energy, pollution control and sustainability among the factors in our process of choosing suppliers |
| ● | Seek a supply chain that reflects our employee base, customers and partners around the world |
| ● | Make prospective and current suppliers aware of our Supply Chain Ethical Code and seek their commitment in following it |
Supply Chain Ethical Code
Modern Slavery Act Transparency Statement
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We are committed to limiting our environmental impact. By managing our resources and seeking sustainable solutions, we can ensure a better future for all of us. This means we:
| ● | Comply with all applicable environmental laws and regulations, meeting or exceeding their requirements |
| ● | Know and follow all company policies and procedures aimed at ensuring environmental safety and resource efficiency |
| ● | Understand the potential dangers and safe practices of any hazardous and/or regulated materials before allowing them into our workplaces |
| ● | Seek opportunities to support conservation and recycling in our workplaces |
| ● | Take responsibility as individuals to find new ways to make our workplaces more sustainable |
| ● | For more information on our sustainability efforts, please see the Social Impact Report |
Contact Global Real Estate & Facility Management if you have any environmental safety concerns or if you have ideas on how to increase our sustainability or bolster our conservation efforts even more.
Environment, Health and Safety Policy on the Intranet
Contributing to our communities
We are trusted to . . .
…support the communities where we live and work by investing in people and projects that make a positive impact.
Why it matters
Thomson Reuters operates on a global scale and relies on local relationships and resources for support. When we improve our communities, we can improve the lives of our current and future workforce, as well as the lives of our customers. By seeking worthy causes to support and inviting collaboration and open communication, we can help our communities grow and succeed with us.
How we deliver
We collaborate with our colleagues and partners to support our communities and encourage charitable work.
This means we:
| ● | Listen to the concerns of community members and work together on solutions |
| ● | Connect Thomson Reuters employees to vetted and approved charitable causes for philanthropic opportunities |
| ● | Offer all regular employees paid time off for volunteering consistent with regional or other policies that govern volunteering |
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| ● | Ensure all in-kind donations, such as equipment and products, are approved by our Tax and Finance departments |
| ● | Offer a Corporate Matching program that matches employees’ qualifying personal charitable donations to vetted and approved causes |
| ● | Offer a Volunteer Rewards program to employees who volunteer 20+ hours per year with vetted and approved causes |
| ● | Donate on behalf of Thomson Reuters only to charitable causes and organizations that have been approved in My Giving and adhere to our Program Guidelines |
If you have a community cause or event you think the company might be interested in supporting, contact the Social Impact Institute and view the MyGiving Program Guidelines on the intranet.
Participating in the political process
We are trusted to . . .
…support and respect each other’s individual right to take part in political activities while keeping Thomson Reuters separate from any political activity.
Why it matters
The political process can be an effective way to create positive change in our world. However, rules regarding companies’ political donations are strict in most countries where Thomson Reuters operates. Therefore, we must make sure Thomson Reuters is not mistakenly connected to any political group or activity. This is especially important for our news operations, which our Trust Principles dictate we must remain free from political bias, both in appearance and in practice. Just as the Trust Principles apply to all Thomson Reuters employees and not journalists alone, so too does the obligation for all of us to ensure that the company is not improperly linked to any particular political group or activity.
How we deliver
Although we encourage employees to responsibly participate in politics and civic matters as individuals, Thomson Reuters does not support any political party, candidate, group or religion (i.e., any “political cause”). This means the company:
| ● | Never makes contributions to any political cause as a company |
| ● | Never requires any employee to contribute to, support or oppose any cause |
| ● | Does not express a preference for or support, directly or indirectly, any political cause or take sides in international conflicts or disputes |
| ● | Is careful not to align Thomson Reuters or its businesses with any political cause or with a particular side in any dispute |
| ● | Obtains prior approval from the Enterprise Compliance team before taking an external position on advocacy — for example, joining a business consortium on a particular initiative |
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At times, we may discuss with government officials various issues and topics that could impact our business, regulators and politicians. When these discussions focus on the possible impact of proposed laws, rules or regulations on our business, we adhere to the Trust Principles and obtain prior approval from the Enterprise Compliance team before taking an external position on potential legislation, policy, program or position of federal, state, provincial or local government. If we do take a position, we must follow all applicable lobbying laws, restrictions and regulations.
We will not provide anything of value, including gifts or campaign contributions, to a government official without prior approval from the Enterprise Compliance team or connect any item of value to an official act by a government official.
Independence from foreign government interests
In the United States, we are exempt from coverage of the Foreign Agents Registration Act (FARA) because we only engage in activities in support of Thomson Reuters commercial business, and do not directly promote the public or political interests of a foreign government or foreign political party. In no event will our corporate or individual political activities be directed by a foreign government or foreign political party. If we conduct activities of a political nature in the United States, those activities will be authorized only to the extent they further the bona fide commercial, industrial or financial operations of Thomson Reuters. We will therefore represent the interests of our non-U.S. citizen stakeholders only through authorized private and nonpolitical activities related to our commercial interests, or through other activities not serving predominantly any foreign interest.
If we plan to campaign for or serve in political office as individuals, we are careful to separate ourselves from Thomson Reuters in these efforts. This means we:
| ● | Notify the Enterprise Compliance team about plans to run for office and excuse ourselves from any political matters involving Thomson Reuters |
| ● | Do not pressure or influence co-workers, customers or business partners whom we know through our job at Thomson Reuters in ways related to our own personal political activity |
| ● | Do not reimburse employees or increase compensation to make up for personal political contributions |
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● Abide by laws and regulations in those states and countries that limit political contributions by employees or their family members
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Supplemental policies
Be aware that some of us in certain jobs may have supplemental policies regarding lobbying and personal political activity.
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● Take special care to make it clear that our political activities and expressed political views are personal and not those of Thomson Reuters — especially if our business works with a governmental entity |
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Seek Help: Helpful contact information
General Contacts for External Inquiries (Including Investor and Media Relations) https://www.thomsonreuters.com/en/contact-us.html
Human Resources Representatives, General Counsel’s Office (GCO) and Communications Representatives. If you do not know how to contact your local Human Resources representative, a lawyer in the GCO who supports your business or your local Communications representative, please review the list below. You also can find contact information and additional policies and procedures in the “Resources” section of the Thomson Reuters Intranet.
| Code of Business Conduct and Ethics | Reuters Ethics + Standards | |||||
| TR.com: https://ir.thomsonreuters.com/corporate- governance/code-conduct |
Reuters.Ethics@thomsonreuters.com | |||||
| TR Intranet: https://trten.sharepoint.com/sites/intr-code-of-business-conduct-and-ethics |
Human Resources Contacts for Employees and Managers https://trten.sharepoint.com/sites/intr-hr | |||||
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Global Security | |||||
| Ethics Hotline Webform: |
https://trten.sharepoint.com/sites/intr-global-real-estate/SitePages/Global-Security.aspx | |||||
| http://www.thomsonreuters. ethicspoint.com |
Security Operations Center (SOC) for Security Emergencies |
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| TR Intranet: https://trten.sharepoint.com/sites/intr-business-conduct-and-ethics-hotline |
SecurityOps@thomsonreuters.com
+1 651 848 8835 |
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© 2024 Thomson Reuters | 52 |
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Thomson Reuters
www.thomsonreuters.com
Exhibit 99.8
THOMSON REUTERS
AUDIT COMMITTEE CHARTER
ADOPTED EFFECTIVE
FEBRUARY 25, 2025
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| TABLE OF CONTENTS | ||||||
| 1. | PURPOSE | 1 | ||||
| 2. | MEMBERS | 1 | ||||
| 3. | RESPONSIBILITIES | 1 | ||||
| 4. | COMPLAINTS PROCEDURE | 7 | ||||
| 5. | REPORTING AND DISCLOSURE | 8 | ||||
| 6. | REVIEW | 8 | ||||
| 7. | ASSESSMENT | 8 | ||||
| 8. | MEETINGS | 8 | ||||
| 9. | CHAIR | 9 | ||||
| 10. | REMOVAL AND VACANCIES | 9 | ||||
| 11. | ACCESS TO MANAGEMENT AND OUTSIDE ADVISORS | 9 | ||||
| 12. | DEFINITIONS | 9 | ||||
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THOMSON REUTERS
AUDIT COMMITTEE CHARTER
| 1. | PURPOSE |
The Audit Committee is responsible for assisting the Board of Directors (the “Board”) of Thomson Reuters Corporation (the “Corporation”) in fulfilling its oversight responsibilities in relation to:
| · | the integrity of financial statements and other financial information relating to the Corporation and its subsidiaries (collectively, “Thomson Reuters”); |
| · | the qualifications, independence and performance of Thomson Reuters auditor; |
| · | the adequacy and effectiveness of Thomson Reuters internal control over financial reporting and disclosure controls and procedures; |
| · | the effectiveness of Thomson Reuters internal audit function; |
| · | the assessment and management of risk; |
| · | disclosures related to environmental, social and governance (“ESG”) matters; and |
| · | any additional matters delegated to the Audit Committee by the Board. |
| 2. | MEMBERS |
The Board must appoint a minimum of three and a maximum of eight directors to be members of the Audit Committee. The members of the Audit Committee are selected by the Board on the recommendation of the Corporate Governance Committee. All members of the Audit Committee must meet the criteria for independence contained in applicable law and stock exchange rules and requirements.
Every member of the Audit Committee shall, in the judgment of the Board, be Financially Literate or must become Financially Literate within a reasonable period of time after appointment to the Audit Committee. In addition, in the judgment of the Board, at least one member of the Audit Committee shall have accounting or related financial management expertise (in accordance with applicable Nasdaq Stock Market rules), and at least one member shall be an Audit Committee Financial Expert.
Members of the Audit Committee may not serve on more than two other public company audit committees except with the prior approval of the Board.
| 3. | RESPONSIBILITIES |
The Audit Committee is responsible for performing the duties set out below as well as any other duties that are otherwise required by applicable law or stock exchange rules and requirements or are delegated to the Audit Committee by the Board.
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(a) Appointment and Review of the Auditor
The auditor is accountable to the Audit Committee and reports directly to the Audit Committee. Accordingly, the Audit Committee will evaluate and be directly responsible for Thomson Reuters relationship with the auditor. Specifically, the Audit Committee will:
| · | select, evaluate and recommend to the Board, to put forward for shareholder approval at the annual meeting, the auditor to be proposed for appointment or reappointment, as the case may be, to prepare or issue an auditor’s report as well as perform audit, review, attest or other services for the Corporation; |
| · | review and approve the auditor’s engagement letter; |
| · | after seeking and taking into account the views of senior management and the officer in charge of internal audit, review the independence, experience, qualifications and performance of the auditor, including the lead audit partner; |
| · | oversee the auditor’s work, including investigating and resolving any disagreements between senior management and the auditor regarding financial reporting or the internal audit function; |
| · | at least annually, obtain and review a report by the auditor describing its internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditor and any steps taken to deal with any such issues; and |
| · | where appropriate, terminate the auditor. |
(b) Confirmation of the Auditor’s Independence
At least annually, and before the auditor issues its report on the Corporation’s annual consolidated financial statements, the Audit Committee will:
| · | confirm that the auditor has submitted a formal written statement describing all of its relationships with Thomson Reuters that, in the auditor’s professional judgment, may reasonably be thought to bear on its independence; |
| · | discuss with the auditor any disclosed relationships or services, including any non-audit services the auditor has provided to Thomson Reuters, that may affect its independence; |
| · | obtain written confirmation from the auditor that it is independent with respect to Thomson Reuters within the meaning of the Rules of Professional Conduct adopted by the Ontario Institute of Chartered Accountants, the standards established by the Public Company Accounting Oversight Board (“PCAOB”) and the standards established by the United States Securities and Exchange Commission; and |
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| · | confirm that the auditor has complied with applicable law with respect to the rotation of certain members of the audit engagement team for Thomson Reuters. |
(c) Pre-Approval of Non-Audit Services
The Audit Committee will pre-approve the appointment of the auditor for any non-audit services, provided that it will not approve any services that are prohibited under applicable law. The Audit Committee has established policies and procedures, and may revise such from time to time, which pre-approve the appointment of the auditor for certain non-audit services. In addition, the Audit Committee may delegate to one or more members the authority to pre-approve the appointment of the auditor for any non-audit services to the extent permitted by applicable law, provided that any pre-approvals granted pursuant to such delegation shall be reported to the full Audit Committee at its next scheduled meeting following such pre-approval.
(d) Communications with the Auditor
The Audit Committee has the authority to communicate directly with the auditor and will meet privately with the auditor as frequently as the Audit Committee determines is appropriate to fulfill its responsibilities, which will not be less frequently than annually, to discuss any items of concern to the Audit Committee or the auditor, including, without limitation:
| · | planning and staffing of the audit; |
| · | any material written communications between the auditor and senior management, such as any management representation letter, management letter, schedule of adjusted differences and summary of uncorrected misstatements; |
| · | whether or not the auditor is satisfied with the quality and effectiveness of financial recording procedures and systems; |
| · | the extent to which the auditor is satisfied with the nature and scope of its examination; |
| · | any instances of fraud or other illegal acts involving senior management or employees involved in financial reporting of Thomson Reuters; |
| · | whether or not the auditor has received the full cooperation of senior management and other employees of Thomson Reuters and whether the auditor has encountered any audit problems or difficulties in the course of its audit work, including any restrictions on the scope of the auditor’s work or access to required information and any significant disagreements with management (along with management’s response); |
| · | the auditor’s observations of the competence and performance of the Chief Financial Officer and other key financial personnel; and |
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| · | the items required to be communicated to the Audit Committee under the standards established by the PCAOB, Canadian authoritative guidance or under Canadian generally accepted auditing standards (“GAAS”). |
(e) Review of the Audit Plan
The Audit Committee will discuss with the auditor the nature of an audit and the responsibility assumed by the auditor when conducting an audit of financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The Audit Committee will review a summary of the auditor’s audit plan.
(f) Review of Auditor’s Fees
The Audit Committee will determine the auditor’s fees and other terms of the auditor’s engagement. In determining the auditor’s fees, the Audit Committee will consider, among other things, the number and nature of reports to be issued by the auditor, the quality of the internal control over financial reporting of Thomson Reuters, the size, complexity and financial condition of Thomson Reuters and the extent of internal audit and other support to be provided to the auditor by Thomson Reuters.
(g) Review of Annual Financial Statements
The Audit Committee will review and discuss the annual consolidated financial statements of the Corporation and the related management’s discussion and analysis with senior management and the auditor, before recommending them for approval by the Board.
The Audit Committee will also review and discuss the following with the senior management and the auditor:
| · | critical accounting policies and practices used or to be used by Thomson Reuters; |
| · | critical audit matters to be disclosed in the auditor’s report; and |
| · | alternative treatments of financial information within IFRS that have been discussed with senior management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the auditor. |
(h) Approval of Quarterly Financial Statements and Earnings Press Releases
The Audit Committee will review and approve the quarterly consolidated financial statements of the Corporation and the related management’s discussion and analysis after discussion with senior management and the auditor. The Audit Committee will also engage the auditor to review the consolidated quarterly financial statements of the Corporation prior to the Audit Committee’s review of such financial statements.
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The Audit Committee will review and approve annual and quarterly earnings press releases prior to their public release. The Audit Committee will also discuss financial information and earnings guidance provided to analysts and rating agencies. The Audit Committee will also review the type and presentation of information to be included in earnings press releases and guidance (including the use of “pro forma” or “adjusted” non-IFRS financial measures). The Audit Committee’s discussion of financial information and earnings guidance provided to analysts and rating agencies may be done generally (i.e., discussion of the types of information to be disclosed and the type of presentation to be made) and the Audit Committee need not discuss in advance each instance in which the Corporation may provide such information or guidance.
(i) Review of Other Financial Information
The Audit Committee will:
| · | periodically assess the adequacy of procedures that are in place for management’s review of all other financial information extracted or derived from Thomson Reuters financial statements that were previously reviewed by the Audit Committee before such information is released to the public, including, without limitation, financial information or statements for use in prospectuses or other offering or public disclosure documents and financial statements required by regulatory authorities; |
| · | review major issues regarding accounting principles and financial statement presentations, including any significant changes in Thomson Reuters selection or application of accounting principles, and major issues as to the adequacy of Thomson Reuters internal control over financial reporting and any special audit steps adopted in light of any material control deficiencies; |
| · | review analyses prepared by management and/or the auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of Thomson Reuters financial statements, including analyses of the effects of alternative IFRS methods on the financial statements; and |
| · | review the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the financial statements. |
(j) Review of the Internal Audit Function
The Audit Committee will review the mandate, budget, planned activities, staffing and organizational structure of Thomson Reuters internal audit function (part of which may be outsourced to a firm other than the auditor) to confirm that it is independent of management and has sufficient resources to carry out its mandate. The Audit Committee will discuss this mandate with the auditor.
The Audit Committee will review the appointment and replacement of the officer in charge of internal audit and will review summaries of reports to management prepared by the internal audit department and management’s responses.
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The Audit Committee will also annually review the effectiveness of the internal audit function and will report its findings to the Board.
The officer in charge of internal audit reports directly to the Chair of the Audit Committee and has a dotted line reporting relationship to the Chief Financial Officer. The Audit Committee has the authority to communicate directly with the officer in charge of internal audit and will meet privately with him or her as frequently as the Audit Committee determines is appropriate to fulfill its responsibilities, which will not be less frequently than annually, to discuss any areas of concern to the Audit Committee or the officer in charge of internal audit.
(k) Relations with Senior Management
The Audit Committee members will meet privately with senior management as frequently as the Audit Committee determines is appropriate to fulfill its responsibilities, which will not be less frequently than annually, to discuss any areas of concern to the Audit Committee or senior management.
The Audit Committee will review the appointment and replacement of the Chief Accounting Officer & Controller and the Treasurer and jointly recommend with the Human Resources Committee the appointment and replacement of the Chief Financial Officer, and review succession plans for such positions and other senior finance positions at least annually.
(l) Oversight of Internal Controls and Disclosure Controls
The Audit Committee will review with senior management the adequacy and effectiveness of internal control over financial reporting (within the meaning of applicable law) that is maintained by Thomson Reuters to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. The Audit Committee will review any special audit steps adopted in light of material weaknesses or significant deficiencies (in each case within the meaning of applicable law).
The Audit Committee will review with senior management the adequacy and effectiveness of the disclosure controls and procedures (within the meaning of applicable law) that are maintained by Thomson Reuters to confirm that material information about Thomson Reuters that is required to be disclosed under applicable law or stock exchange rules and requirements is disclosed within the required time periods.
The Audit Committee will also review disclosures made to it by the Chief Executive Officer and Chief Financial Officer during their certification process for applicable securities law filings about any material weaknesses or significant deficiencies in the design or operation of Thomson Reuters internal control over financial reporting and any fraud, whether or not material, involving management or other employees who have a significant role in Thomson Reuters internal control over financial reporting.
(m) Financial Regulatory Compliance
The Audit Committee will review with Thomson Reuters legal counsel:
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| · | any material financial regulatory matters; and |
| · | any material inquiries received regarding financial matters from governmental agencies. |
(n) Risk Assessment and Risk Management
The Audit Committee will discuss the Corporation’s guidelines and policies that govern the overall process by which risk assessment and risk management is undertaken at the Corporation. In furtherance thereof, the Audit Committee will periodically review reports from or meet with the Risk Committee regarding the Corporation’s processes for assessing and managing risk. In this regard, the Audit Committee acknowledges that risk topics not otherwise assigned to the Audit Committee or the Human Resources Committee will be overseen by the Risk Committee, and that the Corporate Governance Committee will oversee the division of responsibilities between the Board and its committees. As part of this division of responsibilities, the Audit Committee will discuss the Corporation’s major financial risk exposures and the steps that management has taken to monitor and control such exposures including, without limitation, regarding financial, operational, legal, treasury, tax, information security and disaster recovery/business continuity risks related thereto.
(o) Taxation Matters
The Audit Committee will periodically review with senior management the status of significant taxation matters of Thomson Reuters.
(p) Hiring Employees of the Auditor
The Audit Committee will maintain and monitor compliance with policies for hiring partners and employees and former partners and employees of the auditor.
(q) Environmental, Social and Governance (“ESG”) Matters
At least annually, the Audit Committee will review with senior management the type and presentation of Thomson Reuters’ key ESG disclosures and the adequacy and effectiveness of applicable internal controls related to such disclosures. The Audit Committee’s review of ESG disclosures may be done generally and the Audit Committee need not review or discuss in advance each ESG disclosure. The Audit Committee will also oversee key finance-related initiatives related to ESG.
| 4. | COMPLAINTS PROCEDURE |
The Audit Committee will maintain procedures for the receipt, retention and treatment of complaints received by Thomson Reuters regarding accounting, internal accounting controls, auditing matters and disclosure controls and procedures for the confidential, anonymous submission of concerns by employees of Thomson Reuters regarding questionable accounting, internal accounting controls, auditing matters or disclosure controls and procedures.
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| 5. | REPORTING AND DISCLOSURE |
The Audit Committee will:
| · | regularly report to the Board on all significant matters it has addressed and with respect to such other matters as are within its responsibilities; and |
| · | oversee the preparation of and review any disclosure with respect to its activities in discharging the responsibilities set out in this Charter included in materials sent to shareholders of the Corporation. |
| 6. | REVIEW |
The Audit Committee will review this Charter at least annually and submit it to the Corporate Governance Committee together with any proposed amendments. The Corporate Governance Committee will review this Charter and submit it to the Board for approval with such further amendments as it deems necessary and appropriate.
| 7. | ASSESSMENT |
At least annually, the Board, acting through the Corporate Governance Committee, will review the effectiveness of the Audit Committee in fulfilling its responsibilities and duties as set out in this Charter and in a manner consistent with the Corporate Governance Guidelines adopted by the Board.
| 8. | MEETINGS |
Quorum for meetings of the Audit Committee will be a majority of its members. A meeting of the Audit Committee may be called by the Chair or any other member of the Audit Committee, the Chairman, any Deputy Chairman, the Lead Independent Director, the Chief Executive Officer, the auditor, the officer in charge of the internal audit or the Company Secretary. The Company Secretary or his/her designate will act as Secretary to the Audit Committee unless the Chair of the Audit Committee decides otherwise.
The Audit Committee will ordinarily meet in camera at the end of each of its meetings and may meet in camera at any other time as required.
The Audit Committee will meet as frequently as it determines is appropriate to fulfill its responsibilities, which typically will not be less than quarterly.
- 9 -
| 9. | CHAIR |
Each year, the Board on the recommendation of the Corporate Governance Committee will appoint one member to be Chair of the Audit Committee. If, in any year, the Board does not appoint a Chair, the incumbent Chair will continue in office until a successor is appointed.
| 10. | REMOVAL AND VACANCIES |
Any member may be removed and replaced at any time by the Board and will automatically cease to be a member as soon as the member ceases to meet the qualifications set out above. The Board will fill vacancies on the Audit Committee by appointment from among qualified members of the Board on the recommendation of the Corporate Governance Committee. If a vacancy exists on the Audit Committee, the remaining members will exercise all of its powers so long as a quorum remains in office.
| 11. | ACCESS TO MANAGEMENT AND OUTSIDE ADVISORS |
The Audit Committee may invite any member of management, employee, outside advisor or other person to attend any of its meetings.
In carrying out its duties, the Audit Committee may retain an outside advisor without Board approval at the expense of Thomson Reuters and has the authority to determine any such advisor’s fees and other retention terms. Thomson Reuters will also provide appropriate funding, as determined by the Audit Committee, for the payment of the compensation of the auditor, independent counsel and outside advisors and any ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
| 12. | DEFINITIONS |
Capitalized terms used in this Charter have the meanings attributed to them below:
“Audit Committee Financial Expert” means a person who has the following attributes:
| (a) | an understanding of generally accepted accounting principles and financial statements; |
| (b) | the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; |
| (c) | experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Thomson Reuters financial statements, or experience actively supervising one or more person’s engaged in such activities; |
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| (d) | an understanding of internal controls and procedures for financial reporting; and |
| (e) | an understanding of audit committee functions. |
A person shall have acquired such attributes through:
| (i) | education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions; |
| (ii) | experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; |
| (iii) | experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or |
| (iv) | other relevant experience. |
“Financially Literate” means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by Thomson Reuters financial statements.