Thomson Reuters (TSX/Nasdaq: TRI) boosts Q1 revenue 10% and returns cash
Rhea-AI Filing Summary
Thomson Reuters reported solid Q1 2026 growth with continued capital returns. Revenue reached $2,087 million, up 10% in total and 8% organically, driven by 8% recurring and 10% transactions revenue growth. The Big 3 segments generated $1,774 million of revenue, up 11% in total and 9% organically.
Operating profit was $639 million, up 14%. Adjusted EBITDA rose to $881 million with a 42.2% margin, and diluted EPS increased to $1.03. Adjusted EPS was $1.23, up 10%, helped by share repurchases.
Net cash from operating activities was $505 million and free cash flow $332 million. The company spent $212 million on acquisitions, mainly AI start-up Noetica, repurchased 2.5 million shares for $262 million, and paid $280 million in dividends. On May 4, 2026, it returned $605 million via a special distribution and share consolidation, reducing shares by about 6.5 million. Net debt was $2.3 billion, a 0.8x net debt to adjusted EBITDA leverage ratio, and the 2026 outlook was reaffirmed except for higher expected net interest expense of $180–$190 million.
Positive
- None.
Negative
- None.
Insights
Q1 shows strong organic growth and cash generation, with higher interest costs from capital returns.
Thomson Reuters delivered 10% revenue growth to $2,087 million, with 8% organic growth and 9% organic growth in its Big 3 segments. Adjusted EBITDA rose 9% to $881 million and the margin held at 42.2%, indicating good operating leverage despite higher technology spending.
Free cash flow of $332 million supported significant capital deployment: $212 million for the Noetica AI acquisition, $262 million of share repurchases, and $280 million of dividends. The May $605 million return of capital and share consolidation further emphasize shareholder returns, while net debt remains modest with a 0.8x net debt to adjusted EBITDA ratio.
The company maintained its 2026 outlook for revenue, margins and free cash flow but lifted expected net interest expense to $180–$190 million, up from $150–$160 million, reflecting the impact of a $1.2 billion share repurchase and capital return program on its net debt position.
Key Figures
Key Terms
fiduciary-grade AI technical
organic revenue growth financial
free cash flow financial
net debt to adjusted EBITDA financial
return of capital transaction financial
commercial paper program financial
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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THOMSON REUTERS CORPORATION (Registrant) |
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By: |
/s/ Jennifer Ruddick |
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Name: |
Jennifer Ruddick |
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Title: |
Deputy Company Secretary |
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Date: May 6, 2026 |
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EXHIBIT INDEX
Exhibit Number |
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Description |
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99.1 |
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Management's Discussion and Analysis |
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99.2 |
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Unaudited Consolidated Financial Statements |
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99.3 |
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Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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99.4 |
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Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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99.5 |
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Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.6 |
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Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Management’s Discussion and Analysis EXHIBIT 99.1
This management’s discussion and analysis is designed to provide you with a narrative explanation through the eyes of our management of how we performed, as well as information about our financial condition and future prospects. As this management’s discussion and analysis is intended to supplement and complement our financial statements, we recommend that you read this in conjunction with our consolidated interim financial statements for the three months ended March 31, 2026, our 2025 annual consolidated financial statements and our 2025 annual management’s discussion and analysis. This management's discussion and analysis contains forward-looking statements, which are subject to risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements. Forward-looking statements include, but are not limited to, our 2026 outlook and our expectations related to general economic conditions and market trends and their anticipated effects on our business segments. For additional information related to forward-looking statements, material assumptions and material risks associated with them, please see the “Outlook,” and “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results” sections of this management’s discussion and analysis. This management’s discussion and analysis is dated as of May 4, 2026, unless otherwise indicated.
We have organized our management’s discussion and analysis in the following key sections:
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Executive Summary - an overview of our business and key financial highlights |
2 |
· |
Results of Operations - a comparison of our current and prior-year period results |
4 |
· |
Liquidity and Capital Resources - a discussion of our cash flow and debt |
9 |
· |
Outlook – our 2026 financial outlook, including material assumptions and material risks |
15 |
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Related Party Transactions - a discussion of transactions with our principal and controlling shareholder, Woodbridge (together with its affiliates), and other related parties |
17 |
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Subsequent Events - a discussion of material events occurring after March 31, 2026 and through the date of this management's discussion and analysis |
17 |
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Changes in Accounting Policies - a discussion of changes in our accounting policies |
17 |
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Critical Accounting Estimates and Judgments - a discussion of critical estimates and judgments made by our management in applying accounting policies |
17 |
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Additional Information - other required disclosures |
18 |
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Appendix - supplemental information |
20 |
Unless otherwise indicated or the context otherwise requires, references in this discussion to “we,” “our,” “us”, the “Company” and “Thomson Reuters” are to Thomson Reuters Corporation and our subsidiaries.
Basis of presentation
We prepare our consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board.
In the first quarter of 2026, we changed our segment reporting to reflect how we currently manage our segments. Prior period amounts have been revised to reflect the current presentation. Refer to the “Additional information” section of this management’s discussion and analysis for further information.
Other than earnings per share, we report our results in millions of U.S. dollars, but we compute percentage changes and margins using whole dollars to be more precise. As a result, percentages and margins calculated from reported amounts may differ from those presented, and growth components may not total due to rounding.
Use of non-IFRS financial measures
In this management’s discussion and analysis, we discuss our results on an IFRS and non-IFRS basis. We use non-IFRS financial measures, which include ratios that incorporate one or more non-IFRS financial measures, as supplemental indicators of our operating performance and financial position as well as for internal planning purposes, our management incentive programs and our business outlook. We believe non-IFRS financial measures provide additional insight into our performance. Non-IFRS measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as alternatives to measures of financial performance calculated in accordance with IFRS.
See Appendix A of this management’s discussion and analysis for a description of our non-IFRS financial measures, including an explanation of why we believe they are useful measures of our performance. Refer to Appendix B for reconciliations of our non-IFRS financial measures to the most directly comparable IFRS measures.
Glossary of key terms
The following terms in this management’s discussion and analysis have the following meanings, unless otherwise indicated:
term |
Definition |
AI |
Artificial intelligence |
“Big 3" segments |
Our combined Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segments |
bp |
Basis points - one basis point is equal to 1/100th of 1%; “100bp” is equivalent to 1% |
C$ |
Canadian dollars |
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 |
fiduciary-grade AI |
At Thomson Reuters, fiduciary‑grade AI is our standard for how AI should work in high‑stakes professions. It’s AI designed for professionals with duties of care and regulatory oversight-drawing on our authoritative, domain‑specific content; protected by rigorous privacy and security safeguards; shaped by subject‑matter experts; and designed to produce transparent outputs that can be verified. Fiduciary-grade AI sets the bar when accuracy, accountability, and trust are paramount. |
IASB |
International Accounting Standards Board |
IFRS |
International Financial Reporting Standards |
LSEG |
London Stock Exchange Group plc |
n/a |
Not applicable |
n/m |
Not meaningful |
Nasdaq |
The Nasdaq Stock Market LLC |
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 |
ROIC |
Return on invested capital. A non-IFRS measure that is computed as adjusted operating profit (operating profit excluding amortization of acquired intangible assets attributable to other identifiable intangible assets and acquired 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 |
SEC |
U.S. Securities and Exchange Commission |
TSX |
Toronto Stock Exchange |
Woodbridge |
The Woodbridge Company Limited, our principal and controlling shareholder |
$ and US$ |
U.S. dollars |
Executive Summary
Our company
Thomson Reuters (TSX/Nasdaq: TRI) powers business-critical professions with fiduciary-grade AI they can trust in the moments that matter. We unite unparalleled expertise, proprietary content, and seamless workflows to help our customers move with speed, think with clarity, and lead with confidence. Across our products, we combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. For more information, visit thomsonreuters.com.
We derive a significant portion of our revenues from selling information and software solutions, mostly on a recurring subscription basis. Our professional-grade solutions are built on comprehensive proprietary content and deep domain expertise with software, embedded AI capabilities and automation tools. We believe our workflow solutions make our customers more productive by streamlining how they operate, enabling them to focus on higher value activities. Many of our customers use our solutions that are deeply integrated into their workflows, which has led to strong customer retention. We believe that our customers trust us because of our decades serving high-stakes workflows, where accuracy and reliability are non-negotiable, our enterprise-grade security and governance built for regulated environments, and our deep understanding of their businesses and industries. They rely on our services for navigating a rapidly changing and increasingly complex digital and global landscape. Over the years, our business model has proven to be capital efficient and cash flow generative, and it has enabled us to maintain leading and scalable positions in our chosen market segments.
We are organized as five reportable segments, reflecting how our products and services are managed and offered to target customers as described below.
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Legal Professionals Serves law firms and governments with research and workflow products powered by AI-enabled technology, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools and analytics. Corporates Serves corporations, ranging from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven products, powered by AI-enabled technology and integrated compliance workflow solutions to help them achieve their business outcomes. Tax, Audit & Accounting Professionals Serves tax, audit and accounting firms (other than the seven largest, which are served by our Corporates segment) with research and workflow products powered by AI-enabled technology. Reuters Supplies business, financial and global news and data to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial firms exclusively via LSEG products. Global Print Provides legal and tax information primarily in print format to customers around the world and provides commercial printing services to a wide range of book publishers. |
First Quarter 2026 Revenues
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We refer to our Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segments, on a combined basis, as our “Big 3” segments.
Our businesses are supported by a corporate center that manages our commercial and technology operations, including those around our sales capabilities, digital customer experience, and product and content development, as well as our global facilities. Costs relating to these activities are allocated to our business segments. We also report “Corporate costs”, which includes expenses for centrally managed functions such as finance, legal, human resources and the executive office. These costs are not allocated to the segments and are included in consolidated adjusted EBITDA.
Financial Highlights
Strong revenue growth continued in the first quarter as our revenues increased 10% in total and 8% on both a constant currency and organic basis. Organic revenue growth reflected 8% growth in recurring revenues, 10% growth in transactions revenues and a 5% decline in Global Print. Our "Big 3" segments, which comprised 85% of total revenues, increased 9% on an organic basis driven by 9% growth in recurring revenues and 11% growth in transactions revenues.
Our operating profit increased 14% and adjusted EBITDA increased 9%. Adjusted EBITDA margin decreased to 42.2% from 42.3% in the prior-year period. Foreign currency had a 50bp negative impact on the year-over-year change in adjusted EBITDA margin.
In May 2026, we announced that we maintained our 2026 full-year outlook for organic revenue growth, adjusted EBITDA margin, free cash flow and most other metrics. We updated our outlook for net interest expense which is expected to be in the $180 - $190 million range, higher than the previous guidance range of $150 - $160 million. The increase reflects the impact of the $1.2 billion share repurchase program and return of capital and share consolidation transactions, as announced on February 25, 2026, on our net debt position. Refer to the “Outlook” section of this management’s discussion and analysis for further information.
Our capital capacity and liquidity remain a key asset to support acquisitions and returns to shareholders. In the first quarter, we generated net cash flows from operating activities of $505 million and free cash flow of $332 million. We spent $212 million on acquisitions, which substantially related to Noetica, Inc., a New York-based AI-native start-up that transforms transaction-deal data into structured market intelligence for deal professionals. Additionally, we repurchased 2.5 million of our common shares for $262 million under our February 2026 plan to repurchase up to $600 million of our common shares and returned $280 million in dividends to our common shareholders. On May 4, 2026, we returned $605 million to our shareholders through a return of capital transaction, and reduced our common shares outstanding by approximately 6.5 million in the concurrent share consolidation. See the “Liquidity and Capital Resources” and "Subsequent Events" sections of this management’s discussion and analysis for additional information.
Results of Operations
Our revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over the contract term and our costs are generally incurred evenly throughout the year. However, at the segment level, revenues on a consecutive quarter basis can be impacted by seasonality, most notably in our Tax, Audit & Accounting Professionals business, where revenues tend to be concentrated in the first and fourth quarters.
The section below contains non-IFRS measures where indicated. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.
Consolidated results
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Three months ended March 31, |
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Change |
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(millions of U.S. dollars, except per share amounts) |
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2026 |
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2025 |
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Total |
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Constant Currency |
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IFRS Financial Measures |
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Revenues |
|
2,087 |
|
1,900 |
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10% |
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Operating profit |
|
639 |
|
563 |
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14% |
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Diluted EPS |
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$1.03 |
|
$0.96 |
|
7% |
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Non-IFRS Financial Measures |
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Revenue growth in constant currency |
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8% |
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Organic revenue growth |
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8% |
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Adjusted EBITDA |
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881 |
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809 |
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9% |
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9% |
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Adjusted EBITDA margin |
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42.2% |
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42.3% |
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(10)bp |
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40bp |
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Adjusted EBITDA less accrued capital expenditures |
|
720 |
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671 |
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7% |
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Adjusted EBITDA less accrued capital expenditures margin |
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34.5% |
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35.1% |
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(60)bp |
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Adjusted EPS |
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$1.23 |
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$1.12 |
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10% |
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10% |
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“Big 3” Segments |
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Revenues |
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1,774 |
|
1,594 |
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11% |
|
10% |
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Organic revenue growth |
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9% |
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Adjusted EBITDA |
|
829 |
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759 |
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9% |
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9% |
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Adjusted EBITDA margin |
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46.7% |
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47.3% |
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(60)bp |
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(20)bp |
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Revenues
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Three months ended March 31, |
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Change |
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(millions of U.S. dollars) |
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2026 |
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2025 |
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Total |
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Constant |
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Organic |
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Recurring revenues |
1,595 |
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1,451 |
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10% |
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8% |
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8% |
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Transactions revenues |
380 |
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333 |
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15% |
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14% |
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10% |
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Global Print revenues |
112 |
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116 |
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(4%) |
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(5%) |
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(5%) |
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Revenues |
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2,087 |
|
1,900 |
|
10% |
|
8% |
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8% |
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Revenues increased 10% in total and 8% in constant currency. Total revenue growth reflected 10% growth in recurring revenues (77% of total revenues), 15% growth in transactions revenues and a 4% decline in Global Print. Total revenue growth benefited approximately 1% from foreign currency and 1% from net acquisitions and disposals. On an organic basis, revenues increased 8% driven by 8% growth in recurring revenues and 10% growth in transactions revenues, which were partly offset by a 5% decline in Global Print revenues.
Revenues from the “Big 3” segments (85% of total revenues) increased 11% in total and 10% on a constant currency basis. On an organic basis, revenues increased 9%, driven by 9% growth in recurring revenues and 11% growth in transactions revenues.
In the first quarter of 2026, the U.S. dollar weakened against the British pound sterling, Euro, and the Brazilian real, compared to the prior-year period. Overall, foreign exchange rates increased revenue growth by approximately 1%.
Operating profit, adjusted EBITDA and adjusted EBITDA less accrued capital expenditures
Operating profit increased 14% and adjusted EBITDA increased 9% primarily driven by the net impact of higher revenues and operating expenses. The increase in adjusted EBITDA reflected a 9% increase in the “Big 3” segments, which was partly offset by a 13% decline in Reuters and a 2% decline in Global Print. Total adjusted EBITDA margin decreased to 42.2% from 42.3% in the prior-year period. Foreign currency negatively impacted the year-over-year change in adjusted EBITDA margin by 50bp.
Adjusted EBITDA less accrued capital expenditures increased as higher adjusted EBITDA was partly offset by higher accrued capital expenditures. The related margin decreased 60bp primarily reflecting higher accrued capital expenditures.
Operating expenses
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Three months ended March 31, |
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Change |
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(millions of U.S. dollars) |
|
2026 |
2025 |
Total |
Constant |
Operating expenses |
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1,203 |
1,108 |
9% |
7% |
Remove fair value adjustments(1) |
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3 |
(7) |
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Operating expenses, excluding fair value adjustments |
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1,206 |
1,101 |
9% |
7% |
Operating expenses, excluding fair value adjustments, increased in total and on a constant currency basis, primarily due to higher compensation-related and technology costs.
Depreciation and amortization
|
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Three months ended March 31, |
||||
(millions of U.S. dollars) |
|
2026 |
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2025 |
|
Change |
Depreciation |
|
28 |
|
27 |
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5% |
Amortization of software |
|
|
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Internally developed |
|
137 |
|
125 |
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9% |
Acquisition-related |
|
56 |
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49 |
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15% |
Total amortization of software |
|
193 |
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174 |
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11% |
Amortization of other identifiable intangible assets |
24 |
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25 |
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(2%) |
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Other operating losses, net
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Three months ended March 31, |
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(millions of U.S. dollars) |
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2026 |
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2025 |
Other operating losses, net |
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- |
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(3) |
Other operating losses, net, were not significant in the first quarter of 2026 and 2025.
Net interest expense
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Three months ended March 31, |
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(millions of U.S. dollars) |
|
2026 |
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2025 |
|
Change |
Net interest expense |
|
39 |
|
30 |
|
29% |
Net interest expense increased primarily due to lower interest income resulting from lower cash balances due to our share repurchases, maturity of debt and acquisitions activity. The decline in interest income and higher interest from an increase in our commercial paper borrowings more than offset lower interest expense from the repayment of our C$1.4 billion (U.S. $999 million) 2.239% notes in May 2025.
Other finance income (costs)
|
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Three months ended March 31, |
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(millions of U.S. dollars) |
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2026 |
|
2025 |
|
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Other finance income (costs) |
|
|
9 |
|
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(10 |
) |
Other finance income (costs) primarily included net foreign exchange gains or losses on intercompany funding arrangements. In the first quarter of 2026, net foreign exchange gains related to the strengthening of the U.S. dollar primarily on Swedish Krona and British pound sterling denominated arrangements. In the first quarter of 2025, net foreign exchange losses primarily related to the weakening of the U.S. dollar on Canadian dollar denominated arrangements.
Share of post-tax losses in equity method investments
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Three months ended March 31, |
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(millions of U.S. dollars) |
|
2026 |
2025 |
Share of post-tax losses in equity method investments |
|
(7) |
(6) |
Share of post-tax losses in equity method investments were not significant in the first quarter of 2026 and 2025.
Tax expense
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Three months ended March 31, |
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||||
(millions of U.S. dollars) |
|
2026 |
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2025 |
|
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Tax expense |
|
|
125 |
|
|
92 |
|
Tax expense was $125 million and $92 million in the three months ended March 31, 2026 and 2025, respectively. Tax expense in each period reflected the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. Tax expense or benefit in interim periods is not necessarily indicative of the tax benefit or expense for the full year because the geographical mix of pre-tax profits and losses in interim periods may be different from that for the full year.
The comparability of our tax expense was impacted by various transactions and accounting adjustments during each period. The following table sets forth certain components within income tax expense that impact comparability from period to period:
|
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Three months ended March 31, |
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(millions of U.S. dollars) |
|
2026 |
|
2025 |
|
||
(Benefit) expense |
|
|
|
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|
||
Tax items impacting comparability: |
|
|
|
|
|
||
Corporate tax laws and rates(1) |
|
|
(10 |
) |
|
- |
|
Deferred tax adjustments(2) |
|
|
9 |
|
|
1 |
|
Subtotal |
|
|
(1 |
) |
|
1 |
|
Tax related to: |
|
|
|
|
|
||
Amortization of acquired software |
|
|
(9 |
) |
|
(11 |
) |
Amortization of other identifiable intangible assets |
|
|
(5 |
) |
|
(6 |
) |
Other finance income (costs) |
|
|
1 |
|
|
(3 |
) |
Share of post-tax losses in equity method investments |
|
|
(2 |
) |
|
(1 |
) |
Other items |
|
|
1 |
|
|
(3 |
) |
Subtotal |
|
|
(14 |
) |
|
(24 |
) |
Total |
|
|
(15 |
) |
|
(23 |
) |
The items described above impact the comparability of our tax expense or benefit for each period, therefore, we remove them from our calculation of adjusted earnings, along with the pre-tax items to which they relate. The computation of our adjusted tax expense is set forth below:
|
|
Three months ended March 31, |
|
|||||
(millions of U.S. dollars) |
|
2026 |
|
|
2025 |
|
||
Tax expense |
|
|
125 |
|
|
|
92 |
|
Remove: Items from above impacting comparability |
|
|
15 |
|
|
|
23 |
|
Other adjustment: |
|
|
|
|
|
|
||
Interim period effective tax rate normalization(1) |
|
|
(11 |
) |
|
|
5 |
|
Total tax expense on adjusted earnings |
|
|
129 |
|
|
|
120 |
|
(1) Adjustment to reflect income taxes based on estimated full-year effective tax rates. Earnings or losses for interim periods under IFRS generally reflect income taxes based on the estimated effective tax rates of each of the jurisdictions in which we operate. The non-IFRS adjustment reallocates estimated full-year income taxes between interim periods, but has no effect on full-year income taxes.
Results of discontinued operations
|
|
Three months ended March 31, |
|
|||||
(millions of U.S. dollars) |
|
2026 |
|
|
2025 |
|
||
(Loss) earnings from discontinued operations, net of tax |
|
|
(18 |
) |
|
|
9 |
|
The first quarter of 2026 included losses recognized from the resolution of a tax dispute on a portion of the receivable balance from LSEG relating to a tax indemnity. Both periods also included losses or earnings relating to the tax indemnity from changes in foreign exchange and interest rates associated with the indemnifying party’s credit profile.
Net earnings, diluted EPS, adjusted earnings and adjusted EPS
|
|
Three months ended March 31, |
||||||
|
|
|
|
|
|
Change |
||
(millions of U.S. dollars, except per share amounts) |
|
2026 |
|
2025 |
|
Total |
|
Constant |
IFRS Financial Measures |
|
|
|
|
|
|
|
|
Net earnings |
|
459 |
|
434 |
|
6% |
|
|
Diluted EPS |
|
$1.03 |
|
$0.96 |
|
7% |
|
|
Non-IFRS Financial Measures(1) |
|
|
|
|
|
|
|
|
Adjusted earnings |
|
547 |
|
506 |
|
8% |
|
|
Adjusted EPS |
|
$1.23 |
|
$1.12 |
|
10% |
|
10% |
Net earnings and diluted EPS increased primarily due to higher operating profit, which was partly offset by lower results from discontinued operations and higher net interest expense.
Adjusted earnings and adjusted EPS, which excludes discontinued operations, as well as other adjustments, increased due to higher adjusted EBITDA, which was partly offset by higher net interest expense.
Diluted and adjusted EPS both benefited from a reduction in weighted-average common shares outstanding due to share repurchases under our share repurchase program.
Segment results
The following is a discussion of our five reportable segments and our Corporate costs for the three months ended March 31, 2026. We assess revenue growth for each segment, as well as the businesses within each segment, on a total, constant currency and an organic basis. See Appendix A of this management’s discussion and analysis for additional information on our non-IFRS financial measures.
Legal Professionals
|
Three months ended March 31, |
|||||||
|
|
|
|
Change |
||||
(millions of U.S. dollars) |
2026 |
|
2025 |
Total |
Constant Currency |
Organic |
||
Recurring revenues |
739 |
|
670 |
10% |
|
9% |
|
9% |
Transactions revenues |
17 |
|
18 |
(1%) |
|
(2%) |
|
(2%) |
Revenues |
756 |
|
688 |
10% |
|
8% |
|
9% |
Segment adjusted EBITDA |
365 |
|
336 |
9% |
|
8% |
|
|
Segment adjusted EBITDA margin |
48.3% |
|
48.7% |
(40)bp |
|
(30)bp |
|
|
Revenues increased on a total, constant currency basis. On an organic basis, revenues increased 9% driven by 9% growth in recurring revenues (98% of the Legal Professionals segment revenues in the quarter) as strong growth in Westlaw and CoCounsel more than offset low single digit revenue growth in the U.S. Government business. Transactions revenues decreased 2% organically.
Segment adjusted EBITDA increased 9% and the related margin decreased 40bp to 48.3% primarily driven by higher revenues offset by higher technology and other costs. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 10bp.
Corporates
|
Three months ended March 31, |
|||||||
|
|
|
|
Change |
||||
(millions of U.S. dollars) |
2026 |
|
2025 |
Total |
Constant |
Organic |
||
Recurring revenues |
449 |
|
407 |
10% |
|
8% |
|
8% |
Transactions revenues |
159 |
|
141 |
13% |
|
12% |
|
12% |
Revenues |
608 |
|
548 |
11% |
|
9% |
|
9% |
Segment adjusted EBITDA |
243 |
|
215 |
13% |
|
13% |
|
|
Segment adjusted EBITDA margin |
40.0% |
|
39.3% |
70bp |
|
130bp |
|
|
Revenues increased on a total and constant currency basis. On an organic basis, revenues increased 9% driven by 8% growth in recurring revenues (74% of the Corporates segment revenues in the quarter) led by Westlaw, CoCounsel, Practical Law, Pagero, CLEAR and the segment’s international businesses. Transactions revenues increased 12% on an organic basis driven by Confirmation, Pagero, Indirect Tax and the segment’s international businesses.
Segment adjusted EBITDA increased 13% and the related margin increased 70bp to 40.0% driven by higher operating leverage. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 60bp.
Tax, Audit & Accounting Professionals
|
Three months ended March 31, |
|||||||
|
|
|
|
Change |
||||
(millions of U.S. dollars) |
2026 |
|
2025 |
Total |
Constant |
Organic |
||
Recurring revenues |
229 |
|
205 |
12% |
|
10% |
|
10% |
Transactions revenues |
181 |
|
153 |
18% |
|
18% |
|
11% |
Revenues |
410 |
|
358 |
15% |
|
14% |
|
10% |
Segment adjusted EBITDA |
221 |
|
208 |
6% |
|
6% |
|
|
Segment adjusted EBITDA margin |
53.8% |
|
56.6% |
(280)bp |
|
(240)bp |
|
|
Revenues increased on a total and constant currency basis, both of which included the acquisition impact of SafeSend within transactions revenues. On an organic basis, revenues increased 10% due to 10% growth in recurring revenues (56% of the Tax, Audit & Accounting Professionals segment revenues in the quarter) and 11% growth in transactions revenues. Recurring organic revenue growth was driven by tax and audit products, including CoCounsel, as well as the segment’s Latin America business. Transactions organic revenue growth was primarily driven by SafeSend, SurePrep, UltraTax and Confirmation.
Segment adjusted EBITDA increased 6% and the related margin decreased 280bp to 53.8%. The margin decrease was primarily due to higher technology and other costs. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 40bp.
The Tax, Audit & Accounting Professionals segment is the company’s most seasonal business with approximately 60% of full-year revenues typically generated in the first and fourth quarters. As a result, the margin performance of this segment has been generally higher in the first and fourth quarters as costs are typically incurred in a more linear fashion throughout the year.
Reuters
|
Three months ended March 31, |
|||||||
|
|
|
|
Change |
||||
(millions of U.S. dollars) |
2026 |
|
2025 |
Total |
Constant |
Organic |
||
Recurring revenues |
186 |
|
175 |
6% |
|
5% |
|
5% |
Transactions revenues |
26 |
|
21 |
22% |
|
21% |
|
18% |
Revenues |
212 |
|
196 |
8% |
|
7% |
|
6% |
Segment adjusted EBITDA |
34 |
|
39 |
(13%) |
|
(4%) |
|
|
Segment adjusted EBITDA margin |
16.1% |
|
20.0% |
(390)bp |
|
(190)bp |
|
|
Revenues increased on a total, constant currency, and organic basis primarily due to higher Agency revenues and a contractual price increase from our news agreement with the Data & Analytics business of LSEG.
Reuters and the Data & Analytics business of LSEG have an agreement pursuant to which Reuters supplies news and information services to LSEG through October 1, 2048. In the first quarter of 2026, Reuters recorded revenues of $104 million under this agreement, compared to $99 million in the prior-year period.
Segment adjusted EBITDA decreased 13% and the related margin decreased 390bp to 16.1% due to foreign currency, which negatively impacted the year-over-year change in segment adjusted EBITDA margin by 200bp, as well as higher editorial and other costs.
Global Print
|
Three months ended March 31, |
|||||||
|
|
|
|
Change |
||||
(millions of U.S. dollars) |
2026 |
|
2025 |
Total |
Constant |
Organic |
||
Revenues |
112 |
|
116 |
(4%) |
|
(5%) |
|
(5%) |
Segment adjusted EBITDA |
43 |
|
44 |
(2%) |
|
(3%) |
|
|
Segment adjusted EBITDA margin |
38.6% |
|
37.8% |
80bp |
|
80bp |
|
|
Revenues decreased in total, in constant currency, and on an organic basis primarily due to lower shipment volumes.
Segment adjusted EBITDA declined 2%, however the related margin increased 80bp to 38.6% due to lower costs. Foreign currency had no impact on the year-over-year change in segment adjusted EBITDA margin.
Corporate costs
|
|
|
Three months ended March 31, |
|
|||||
(millions of U.S. dollars) |
|
|
2026 |
|
|
2025 |
|
||
Corporate costs |
|
|
|
25 |
|
|
|
33 |
|
Corporate costs decreased primarily because the prior-year period included a corporate charge that did not repeat.
Liquidity and Capital Resources
We have historically maintained a disciplined capital strategy that balances growth, long-term financial leverage, credit ratings and returns to shareholders. We are focused on having the investment capacity to drive revenue growth, both organically and through acquisitions, while also maintaining our long-term financial leverage and credit ratings and continuing to provide returns to shareholders. We have diverse sources of liquidity to support our ongoing operations and the achievement of our disciplined capital strategy including cash and cash equivalents, cash provided by operating activities, and the ability to issue commercial paper, issue debt securities and borrow under our credit facility. Our principal uses of cash are for debt repayments, debt servicing costs, dividend payments, capital expenditures, share repurchases and acquisitions.
In the first quarter of 2026, we spent $212 million on acquisitions, which substantially related to Noetica, Inc., a New York-based AI-native start-up that transforms transaction-deal data into structured market intelligence for deal professionals. We repurchased 2.5 million of our common shares for $262 million under our February 2026 plan to repurchase up to $600 million of our common shares under an amended NCIB approved by the TSX, and paid $280 million in dividends to our common shareholders. On February 25, 2026, we announced our plans to return $605 million to shareholders through return of capital and share consolidation transactions. On May 4, 2026, we executed these transactions, which consisted of a special cash distribution of $1.435518 per participating common share and a share consolidation, or "reverse stock split", that reduced the number of outstanding common shares by approximately 6.5 million. Refer to the “Share repurchases – NCIB" subsection below and "Subsequent Events" sections of this management’s discussion and analysis for additional information.
Our capital strategy approach has provided us with a strong capital structure and liquidity position, which enables us to pursue organic and inorganic opportunities in key growth segments and drive shareholder returns. Our disciplined approach and highly recurring cash generative business model have allowed us to weather economic volatility in recent years caused by macroeconomic and geopolitical factors, while continuing to invest in our business.
We expect that the operating leverage of our business will increase our free cash flow if we increase revenues as contemplated by our outlook. We continue to target: (i) a leverage ratio of 2.5x net debt to adjusted EBITDA (ii) a payout of 50% to 60% of our expected free cash flow as dividends to our shareholders (iii) a return of at least 75% of our annual free cash flow to our shareholders in the form of dividends and share repurchases; and (iv) a return on invested capital (ROIC) that is double or more of our weighted-average cost of capital over time.
As of March 31, 2026, we had $400 million of cash and cash equivalents, and a net debt to adjusted EBITDA leverage ratio of 0.8:1, below our target leverage ratio of 2.5:1. As calculated under our credit facility covenant, our net debt to EBITDA leverage ratio as of March 31, 2026 was 0.7:1, which is also below the maximum leverage ratio allowed under the credit facility of 4.5:1. Our next scheduled debt repayment is in May 2026, when our $500 million 3.35% notes are due to mature, which we expect to pay with cash on hand and commercial paper borrowings.
We believe that our existing sources of liquidity will be sufficient to fund our expected cash requirements in the normal course of business for the next 12 months.
Certain information above in this section is forward-looking and should be read in conjunction with the section entitled “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results”.
Cash flow
Summary of consolidated statement of cash flow
|
|
Three months ended March 31, |
||||
(millions of U.S. dollars) |
|
2026 |
|
2025 |
|
$ Change |
Net cash provided by operating activities |
|
505 |
|
445 |
|
60 |
Net cash used in investing activities |
|
(367) |
|
(756) |
|
389 |
Net cash used in financing activities |
|
(248) |
|
(288) |
|
40 |
Translation adjustments |
|
(1) |
|
2 |
|
(3) |
Decrease in cash and cash equivalents |
|
(111) |
|
(597) |
|
486 |
Cash and cash equivalents at beginning of period |
|
511 |
|
1,968 |
|
(1,457) |
Cash and cash equivalents at end of period |
|
400 |
|
1,371 |
|
(971) |
Non-IFRS Financial Measure(1) |
|
|
|
|
|
|
Free cash flow |
|
332 |
|
277 |
|
55 |
Operating activities. Net cash provided by operating activities increased by $60 million in the first quarter primarily due to higher cash benefits from the net impact of higher revenues and operating expenses.
Investing activities. Net cash used in investing activities of $367 million in the first quarter of 2026 included $212 million of acquisition spend, which was predominantly our Noetica acquisition, and $156 million of capital expenditures.
Net cash used in investing activities of $756 million in the first quarter of 2025 included $606 million of acquisition spend, which was predominantly our SafeSend acquisition, and $151 million of capital expenditures.
Financing activities. Net cash used in financing activities of $248 million in the first quarter of 2026 reflected $262 million of share repurchases and $280 million of dividend payments to our common shareholders, which were partly offset by $322 million of net borrowings under our commercial paper program.
Net cash used in financing activities of $288 million in the first quarter of 2025 included $259 million of dividend payments to our common shareholders.
Refer to the “Commercial paper program”, “Dividends” and “Share repurchases– NCIB” subsections below for additional information.
Cash and cash equivalents. Cash and cash equivalents of $400 million as of March 31, 2026 compared to $511 million as of December 31, 2025.
Of total cash and cash equivalents, $126 million and $140 million as of March 31, 2026 and December 31, 2025, respectively, were held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and were therefore not available for general use by our company.
Free cash flow. Free cash flow increased by $55 million in the first quarter due to higher net cash provided by operating activities.
Additional information about our debt and credit arrangements, dividends and share repurchases is as follows:
We guarantee borrowings by our subsidiaries under the credit facility. We must also maintain a ratio of net debt as defined in the credit agreement (total debt plus hedging agreements, less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If we complete an acquisition with a purchase price of over $500 million, we may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of March 31, 2026, we complied with this covenant as our ratio of net debt to EBITDA, as calculated under the terms of our syndicated credit facility was 0.7:1.
In addition, we have credit support agreements with our counterparties under which one party may call on the other party to post cash collateral when the market value of the swaps exceeds specific thresholds, thus limiting credit exposure. As of March 31, 2026, we had a cash collateral receivable of $1 million (December 31, 2025 - $7 million) related to our fixed-to-floating interest rate swaps. Cash flows associated with collateral movements were classified as financing activities in the consolidated statement of cash flow.
The following table sets forth the credit ratings from rating agencies in respect of TRC and TR Finance's outstanding securities as of the date of this management's discussion and analysis:
|
Moody’s |
S&P Global Ratings |
Fitch |
|
Long-term debt |
Baa1 |
A- |
A- |
|
Commercial paper |
P-2 |
A-2 |
F1 |
|
Trend/Outlook |
Positive |
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.
Details of dividends declared per common share and dividends paid on common shares are as follows:
|
|
Three months ended March 31, |
|
(millions of U.S. dollars, except per share amounts) |
2026 |
2025 |
|
Dividends declared per common share |
|
$0.655 |
$0.595 |
Dividends declared |
|
292 |
267 |
Dividends reinvested |
|
(12) |
(8) |
Dividends paid |
|
280 |
259 |
We may repurchase common shares in open market transactions on the TSX, Nasdaq and/or other exchanges and alternative trading systems, if eligible, or by such other means as may be permitted by the TSX and/or Nasdaq or under applicable law, including private agreement purchases or share purchase program agreement purchases if we receive, if applicable, an issuer bid exemption order in the future from applicable securities regulatory authorities in Canada for such purchases. The price that we will pay for common shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by the TSX.
Decisions regarding any future repurchases will depend on certain factors, such as market conditions, share price and other opportunities to invest capital for growth. We may elect to suspend or discontinue share repurchases at any time, in accordance with applicable laws. From time to time when we do not possess material nonpublic information about ourselves or our securities, we may enter into a pre-defined plan with our broker to allow for the repurchase of shares at times when we ordinarily would not be active in the market due to our own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with our broker will be adopted in accordance with applicable Canadian securities laws and the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended.
Financial position
Our net assets, defined as total assets less total liabilities, were $11.8 billion as of March 31, 2026, largely unchanged from $11.9 billion as of December 31, 2025.
As of March 31, 2026, our current liabilities exceeded our current assets by $1.4 billion primarily because our current liabilities included $1.2 billion of deferred revenue. We also had $1.1 billion of current indebtedness.
Deferred revenue arises from the sale of subscription-based products and services that many customers pay for in advance. The cash received from these advance payments is used to currently fund the operating, investing and financing activities of our business. However, for accounting purposes, these advance payments must be deferred and recognized over the term of the subscription. As such, we may reflect a negative working capital position in our consolidated statement of financial position. In the ordinary course of business, deferred revenue does not represent a cash obligation, but rather an obligation to perform services or deliver products, and therefore when we are in that situation, we do not believe it is indicative of a liquidity issue, but rather an outcome of the required accounting for our business model.
With respect to current indebtedness, $0.5 billion relates to term debt, which is due in May 2026, and $0.6 billion relates to outstanding commercial paper. We believe we can refinance these amounts at any time, given our credit facility and access to long-term debt markets, both of which are supported by our strong investment grade credit ratings. Additionally, the cash generated from our operating activities is a significant source of liquidity, which could be used to repay a portion of the amounts outstanding.
Net debt and leverage ratio of net debt to adjusted EBITDA
|
|
March 31, |
|
|
December 31, |
|
||
(millions of U.S. dollars) |
|
2026 |
|
|
2025 |
|
||
Net debt(1) |
|
|
2,322 |
|
|
|
1,896 |
|
Leverage ratio of net debt to adjusted EBITDA |
|
|
|
|
|
|
||
Adjusted EBITDA(1) |
|
|
3,008 |
|
|
|
2,936 |
|
Net debt / adjusted EBITDA(1) |
|
0.8:1 |
|
|
0.6:1 |
|
||
For additional information about our liquidity, we provide our leverage ratio of net debt to adjusted EBITDA. Our leverage ratio of net debt to adjusted EBITDA was below our target leverage ratio of 2.5:1. Net debt increased during the first quarter of 2026 due to higher commercial paper borrowings outstanding as well as a lower balance of cash and cash equivalents (refer to the “Cash Flow” section of this management’s discussion and analysis for additional information). As of March 31, 2026, our total debt position (excluding the associated unamortized transaction costs and premiums or discounts) was $2.5 billion.
The maturity dates for our term debt are primarily in the longer term, with the exception of the May 2026 debt repayment when our $500 million 3.35% notes are due to mature, which we expect to pay with cash on hand and commercial paper borrowings. Our remaining debt is scheduled to mature in 2035, 2040 and 2043, with no significant concentration in any one year. Excluding the May 2026 debt repayment, the average maturity of our term debt as of March 31, 2026, was approximately 14 years at a weighted-average interest rate of approximately 5.5%, including the impact of interest rate swaps based on the March 31, 2026 SOFR.
Off-balance sheet arrangements, commitments and contractual obligations
See the “Guarantees” section of this management’s discussion and analysis below for information on guarantees and other credit support provided by our company to 3 Times Square Associates LLC (3XSQ Associates) in connection with an amended and restated loan facility 3XSQ Associates obtained in May 2025. For a summary of our other off-balance sheet arrangements, commitments and contractual obligations please see our 2025 annual management’s discussion and analysis. There were no material changes to these arrangements, commitments and contractual obligations during the three months ended March 31, 2026.
Contingencies
Lawsuits and legal claims
We are engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, employment matters, commercial matters, privacy and data protection matters, defamation matters and intellectual property infringement matters. The outcome of all the matters against us is subject to future resolution, including uncertainties of litigation. Litigation outcomes are difficult to predict with certainty due to various factors, including but not limited to: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories and procedures and their resolution by the courts, at both trial and appellate levels; and the unpredictable nature of opposing parties. Based on information currently known to us and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on our financial condition taken as a whole.
Uncertain tax positions
We are subject to taxation in numerous jurisdictions and we are routinely under audit by many different taxing authorities in the ordinary course of business. There are many transactions and calculations during the course of business for which the ultimate tax determination is uncertain, as taxing authorities may challenge some of our positions and propose adjustments or changes to our tax filings.
As a result, we maintain provisions for uncertain tax positions that we believe appropriately reflect our risk. These provisions are made using our best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, we perform an expected value calculation to determine our provisions. We review the adequacy of these provisions at the end of each reporting period and adjust them based on changing facts and circumstances. Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from our provisions. However, based on currently enacted legislation, information currently known to us and after consultation with outside tax advisors, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on our financial condition taken as a whole.
Prior to December 31, 2023, we paid $430 million of tax as required under notices of assessment issued by the U.K. tax authority, HM Revenue & Customs (HMRC), under the Diverted Profits Tax (DPT) regime that collectively related to the 2015, 2016, 2017 and 2018 taxation years of certain of our current and former U.K. affiliates. We do not believe these current and former U.K. affiliates fall within the scope of the DPT regime. Because we believe our position is supported by the weight of law, we intend to vigorously defend our position and will continue contesting these assessments through all available administrative and judicial remedies. As the assessments largely relate to businesses that we have sold, the majority are subject to indemnity arrangements under which we have been required to pay additional taxes to HMRC or the indemnity counterparty.
We do not believe that the resolution of these matters will have a material adverse effect on our financial condition taken as a whole. Payments made by us are not a reflection of our view on the merits of the case. As we expect to receive refunds of substantially all of the amounts paid pursuant to these notices of assessment, we have recorded substantially all of these payments as non-current receivables from HMRC or the indemnity counterparty, in our financial statements.
Guarantees
We have an investment in 3XSQ Associates, an entity jointly owned by a subsidiary of our company and Rudin Times Square Associates LLC (Rudin), that owns and operates the 3 Times Square office building (the building) in New York, New York. In May 2025, 3XSQ Associates extended the maturity of its 3-year term loan facility from June 2025 for an additional 2 years to June 2027 and reduced the facility to $385 million from $415 million. The facility was obtained in 2022 to refinance existing debt, fund the building’s redevelopment, and cover interest and operating costs during the redevelopment period. The building is pledged as loan collateral. We and Rudin each guarantee 50% of (i) certain principal loan amounts and (ii) interest and operating costs. We and Rudin also jointly and severally guarantee (i) completion of commenced works and (ii) lender losses arising from disallowed acts, environmental or otherwise. To minimize economic exposure to 50% for the joint and several obligations, we and a parent entity of Rudin entered into a cross-indemnification arrangement. We believe the value of the building is expected to be sufficient to cover obligations that could arise from the guarantees. The guarantees do not impact our ability to borrow funds under our $2.0 billion syndicated credit facility or the related covenant calculation.
For additional information, please see the “Risk Factors” section of our 2025 annual report, which contains further information on risks related to legal and tax matters.
Outlook
The information in this section is forward-looking and should be read in conjunction with the section entitled “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results”.
On February 5, 2026, we communicated our 2026 full-year outlook. On May 5, 2026, we announced that we maintained our 2026 full-year outlook for all metrics, except for net interest expense. We now expect net interest expense to be in the $180 - $190 million range, higher than the previous guidance range of $150 - $160 million. The increase reflects the impact of the $1.2 billion share repurchase program and return of capital and share consolidation transactions, as announced on February 25, 2026, on our net debt position.
The following table sets forth our full-year 2026 outlook and our full-year 2025 actual results, which include non-IFRS financial measures. Our outlook assumes constant currency rates relative to 2025 and incorporates the recent Noetica acquisition, but does not factor in the impact of any future acquisitions or dispositions that may occur during the remainder of the year. We believe this type of guidance provides useful insight into the anticipated performance of our businesses.
We continue to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth, and an evolving interest rate and inflationary backdrop. Any worsening of the global economic or business environment, among other factors, could impact our ability to achieve our outlook.
Total Thomson Reuters |
2025 Actual |
|
2026 Outlook |
|
2026 Outlook |
Revenue growth |
3%(2) |
|
7.5% - 8.0% |
|
Unchanged |
Organic revenue growth(1) |
7% |
|
7.5% - 8.0% |
|
Unchanged |
Adjusted EBITDA margin(1) |
39.2% |
|
+100bp vs 2025 |
|
Unchanged |
Corporate costs |
$118 million |
|
$115 - $125 million |
|
Unchanged |
Free cash flow(1) |
$1.95 billion |
|
~$2.1 billion |
|
Unchanged |
Accrued capital expenditures as a percentage of |
8.2% |
|
~8.0% |
|
Unchanged |
Depreciation and amortization of |
$832 million |
|
$890 - $910 million |
|
Unchanged |
Depreciation and amortization of |
$626 million |
|
$680 - $690 million |
|
Unchanged |
Amortization of acquired software |
$206 million |
|
$210 - $220 million |
|
Unchanged |
Net interest expense |
$143 million |
|
$150 - $160 million |
|
$180 - $190 million |
Effective tax rate on adjusted earnings(1) |
18.5% |
|
~19% |
|
Unchanged |
“Big 3” Segments(1) |
2025 Actual |
|
2026 Outlook |
|
2026 Outlook |
Revenue growth |
4%(2) |
|
~9.5% |
|
Unchanged |
Organic revenue growth |
9% |
|
~9.5% |
|
Unchanged |
Adjusted EBITDA margin |
43.6% |
|
+100bp vs 2025 |
|
Unchanged |
We expect our second-quarter 2026 organic revenue growth to be in a range of 7% - 8% and our adjusted EBITDA margin to be approximately 38%.
The following table summarizes our material assumptions and risks that may cause actual performance to differ from our expectations underlying our 2026 financial outlook.
Revenues |
||
Material assumptions |
|
Material risks |
• Uncertain macroeconomic and geopolitical conditions will continue to disrupt the economy and cause periods of volatility • Continued need for trusted products and services that help customers navigate evolving and complex legal, tax, audit, 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. Enacted or 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 8.0% of revenues in 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 • Capital expenditures may be higher than currently expected • The timing and amount of tax payments to governments may differ from our expectations |
Effective tax rate on adjusted earnings |
||
Material assumptions |
|
Material risks |
• Our ability to achieve our adjusted EBITDA target • The mix of taxing jurisdictions where we recognized pre-tax profit or losses in 2025 does not significantly change in 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 software of $680 - $690 million in 2026 • Net interest expense of $180 - $190 million in 2026
|
|
• 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 • Resolution of tax audits may cause material changes to assessments of uncertain tax positions compared to current estimates • Depreciation and amortization of internally developed software as well as net interest expense may be significantly higher or lower than expected |
Our outlook contains various non-IFRS financial measures. We believe that providing reconciliations of forward-looking non-IFRS financial measures in our outlook would be potentially misleading and not practical due to the difficulty of projecting items that are not reflective of ongoing operations in any future period. The magnitude of these items may be significant. Consequently, for purposes of our outlook only, we are unable to reconcile these measures to the most comparable IFRS measures because we cannot predict, with reasonable certainty, the impact of changes in foreign exchange rates which impact (i) the translation of our results reported at average foreign currency rates for the year and (ii) other finance income or expense related to intercompany financing arrangements. Additionally, we cannot reasonably predict the occurrence or amount of other operating gains and losses, which generally arise from business transactions we do not currently anticipate.
Related Party Transactions
As of May 4, 2026, our principal shareholder, Woodbridge (together with its affiliates), beneficially owned approximately 70% of our common shares.
There were no new significant related party transactions during the first three months of 2026. Refer to the “Related Party Transactions” section of our 2025 annual management’s discussion and analysis, which is contained in our 2025 annual report, as well as note 32 of our 2025 annual consolidated financial statements for information regarding related party transactions.
Subsequent Events
Return of capital and share consolidation
On May 4, 2026, we returned $605 million to our shareholders and reduced our common shares outstanding by approximately 6.5 million shares through return of capital and share consolidation transactions, which was derived from the May 2024 sales of LSEG shares. The transactions consisted of a special cash distribution of $1.435518 per participating common share and a share consolidation, or “reverse stock split”, which reduced the number of outstanding common shares at a ratio of 1 pre-consolidated share for 0.984560 post-consolidated shares. Shareholders who were subject to income tax in a jurisdiction other than Canada were given the opportunity to opt-out of the return of capital. The share consolidation was proportional to the special cash distribution, and the share consolidation ratio was based on the volume weighted-average trading price of our common shares on the Nasdaq for the five-trading day period immediately preceding the May 4, 2026 effective date. Woodbridge, our principal shareholder, participated in this transaction.
Changes in Accounting Policies
Please refer to the “Changes in Accounting Policies” section of our 2025 annual management’s discussion and analysis, which is contained in our 2025 annual report, as well as note 1 of our consolidated interim financial statements for the three months ended March 31, 2026, for information regarding changes in accounting policies and recent accounting pronouncements.
Critical Accounting Estimates and Judgments
The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Please refer to the “Critical Accounting Estimates and Judgments” section of our 2025 annual management’s discussion and analysis, which is contained in our 2025 annual report, for additional information. Since the date of our 2025 annual management’s discussion and analysis, there have not been any significant changes to our critical accounting estimates and judgments.
We continue to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth, and an evolving interest rate and inflationary backdrop, among other factors. While we are closely monitoring these conditions to assess potential impacts on our businesses, some of management’s estimates and judgments may be more variable and may change materially in the future due to the significant uncertainty created by these circumstances.
Additional Information
Basis of presentation
Revisions to segment results
In the first quarter of 2026, we changed our segment reporting to reflect how we currently manage our segments. The change reflects the transfer of certain customers and their related revenues and expenses among our Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segments. These changes impact the financial results of our segments, but do not change our consolidated financial results. The following summarizes the changes to the applicable segment's first-quarter 2025 reported amounts:
Disclosure controls and procedures
Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in applicable U.S. and Canadian securities law) as of the end of the period covered by this management’s discussion and analysis, have concluded that our disclosure controls and procedures were effective to ensure that all information that we are required to disclose in reports that we file or furnish under the U.S. Securities Exchange Act and applicable Canadian securities law is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and Canadian securities regulatory authorities; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
There was no change in our internal control over financial reporting during the first quarter of 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Share capital
As of May 4, 2026, we had outstanding 436,538,837 common shares, 6,000,000 Series II preference shares, 2,052,272 stock options and a total of 2,206,848 time-based restricted share units and performance restricted share units. We have also issued a Thomson Reuters Founders Share which enables Thomson Reuters Founders Share Company to exercise extraordinary voting power to safeguard the Thomson Reuters Trust Principles.
Public securities filings and regulatory announcements
You may access other information about our company, including our 2025 annual report (which contains information required in an annual information form) and our other disclosure documents, reports, statements or other information that we file with the Canadian securities regulatory authorities through SEDAR+ at sedarplus.ca and in the United States with the SEC at sec.gov.
Cautionary note concerning factors that may affect future results
Certain statements in this management’s discussion and analysis are forward-looking, including, but not limited to, the 2026 business outlook section, and statements related to the Company’s intentions to target a leverage ratio of 2.5x net debt to adjusted EBITDA, a dividend payout ratio of between 50% to 60% of its free cash flow, to return at least 75% of free cash flow annually in the form of dividends and share repurchases, as well as its target to earn a ROIC that is double or more of its weighted-average cost of capital over time, the Company’s expectations regarding refunds on amounts paid to HMRC, and other expectations regarding its liquidity and capital resources including its plan to repay its $500 million 3.35% notes maturing in May 2026 and its ability to refinance its current debt obligations. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While we believe that we have a reasonable basis for making forward-looking statements in this management’s discussion and analysis, they are not a guarantee of future performance or outcomes or that any other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond the Company’s control and the effects of them can be difficult to predict. In particular, the full extent of the impact of macroeconomic and geopolitical environment on the Company’s business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict.
Certain factors that could cause actual results or events to differ materially from current expectations are discussed in the “Outlook” section above. Additional factors are discussed in the “Risk Factors” section of our 2025 annual report and in materials that we from time to time file with, or furnish to, the Canadian securities regulatory authorities and the U.S. SEC. Many of those risks are, and could be, exacerbated by a worsening of the global geopolitical, business and economic environments. There is no assurance that any forward-looking statement will materialize.
The Company's business outlook is based on information currently available to the Company and is based on various external and internal assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate under the circumstances.
The Company has provided a business outlook for the purpose of presenting information about current expectations for the periods presented. This information may not be appropriate for other purposes. You are cautioned not to place undue reliance on forward-looking statements which reflect expectations only as of the date of this management’s discussion and analysis. Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.
Appendix A
Non-IFRS Financial Measures
We use non-IFRS financial measures, which include ratios that incorporate one or more non-IFRS financial measures, as supplemental indicators of our operating performance and financial position as well as for internal planning purposes, our management incentive programs and our business outlook. These measures do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies.
The following table sets forth our non-IFRS financial measures including an explanation of why we believe they are useful measures of our performance. Reconciliations to the most directly comparable IFRS measure are reflected in Appendix B of this management’s discussion and analysis.
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 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 planning purposes. |
|
Capital expenditures |
|
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 software), other operating gains and losses, certain asset impairment charges, other finance costs or income, our share of post-tax earnings or losses in equity method investments, discontinued operations and other items affecting comparability. Acquired intangible assets contribute to the generation of revenues from acquired companies, which are included in our computation of adjusted earnings. The post-tax amount of each item is excluded from adjusted earnings based on the specific tax rules and tax rates associated with the nature and jurisdiction of each item. |
|
Provides a more comparable basis to analyze earnings. These measures are commonly used by shareholders to measure performance. |
|
Net earnings and diluted EPS |
Adjusted EPS is calculated from adjusted earnings using diluted weighted-average shares and does not represent actual earnings or loss per share attributable to shareholders.
|
|
|
|
|
Effective tax rate on adjusted earnings |
||||
Adjusted tax expense divided by pre-tax adjusted earnings. Adjusted tax expense is computed as income tax expense or benefit plus or minus the income tax impacts of all items impacting adjusted earnings (as described above), and other tax items impacting comparability. 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. |
|
Provides a basis to analyze the effective tax rate associated with adjusted earnings.
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. |
|
Tax expense |
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 debt, plus related hedging instruments and collateral balances, along with lease liabilities, excluding unamortized transaction costs and any premiums or discounts on debt, minus cash and cash equivalents. We exclude specific hedging components to reflect the net cash outflow upon debt maturity.
|
|
Provides a commonly used measure of a company’s leverage.
Given that we hedge some of our debt to manage risk, we include hedging instruments as we believe it provides a better measure of the total obligation associated with our outstanding debt. Since we plan to hold our debt and related hedges until maturity, the net debt calculation is adjusted to reflect the net cash outflow at maturity, after deducting 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 leverage ratio and is more conservative than the maximum ratio allowed under the contractual covenants in our credit facility.
|
|
For adjusted EBITDA, refer to the definition above for the most directly comparable IFRS measure |
Free cash flow |
||||
Net cash provided by operating activities and other investing activities, less capital expenditures, payments of lease principal and dividends paid on our preference shares. |
|
Helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common dividends and fund share repurchases and acquisitions.
|
|
Net cash provided by operating activities |
Changes before the impact of foreign currency or at constant currency |
||||
Applicable measures where changes are reported before the impact of foreign currency or at constant currency IFRS Measures: • Revenues • Operating expenses Non-IFRS Measures and ratios: • Adjusted EBITDA and adjusted EBITDA margin • Adjusted EPS Our reporting currency is the U.S. dollar. However, we conduct activities in currencies other than the U.S. dollar. We measure our performance before the impact of foreign currency (or at constant currency or excluding the effects of currency), which is determined by converting the current and equivalent prior period’s local currency results using the same foreign currency exchange rate. |
|
Provides better comparability of business trends from period to period. |
|
For each non-IFRS measure and ratio, refer to the definitions above for the most directly comparable IFRS measure. |
How We Define It |
|
Why We Use It and Why It Is Useful to Investors |
|
Most Directly Comparable IFRS Measure |
Changes in revenues computed on an organic basis |
||||
Represent changes in revenues of our existing businesses at constant currency. The metric excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods. • For acquisitions, we calculate organic growth as though we had owned the acquired business in both periods. We compare revenues for the acquired business for the period we owned the business to the same prior-year period revenues for that business, when we did not own it. • For dispositions, we calculate organic growth only for the time we owned the business in the current period, compared to the same period in the prior year. |
|
Provides further insight into the performance of our existing businesses by excluding distortive impacts and serves as a better measure of our ability to grow our business over the long term. |
|
Revenues |
“Big 3” segments |
||||
Our combined Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segments. All measures reported for the “Big 3” segments are non-IFRS financial measures. |
|
The “Big 3” segments comprise approximately 80% of revenues and represent the core of our business information service product offerings. |
|
Revenues Earnings from continuing operations |
Appendix B
This appendix provides reconciliations of our non-IFRS financial measures to the most directly comparable IFRS measure for the three months ended March 31, 2026 and 2025, and year ended December 31, 2025.
Rounding
Other than EPS, we report our results in millions of U.S. dollars, but we compute percentage changes and margins using whole dollars to be more precise. As a result, percentages and margins calculated from reported amounts may differ from those presented, and growth components may not total due to rounding.
Reconciliation of earnings from continuing operations to adjusted EBITDA and adjusted EBITDA less accrued capital expenditures
|
Three months ended |
Year ended |
|
(millions of U.S. dollars) |
2026 |
2025 |
2025 |
Earnings from continuing operations |
477 |
425 |
1,483 |
Adjustments to remove: |
|
|
|
Tax expense |
125 |
92 |
423 |
Other finance (income) costs |
(9) |
10 |
55 |
Net interest expense |
39 |
30 |
143 |
Amortization of other identifiable intangible assets |
24 |
25 |
98 |
Amortization of software |
193 |
174 |
721 |
Depreciation |
28 |
27 |
111 |
EBITDA |
877 |
783 |
3,034 |
Adjustments to remove: |
|
|
|
Share of post-tax losses in equity method investments |
7 |
6 |
28 |
Other operating losses (gains), net |
- |
3 |
(164) |
Fair value adjustments(1) |
(3) |
17 |
38 |
Adjusted EBITDA |
881 |
809 |
2,936 |
Deduct: Accrued capital expenditures |
(161) |
(138) |
(616) |
Adjusted EBITDA less accrued capital expenditures |
720 |
671 |
2,320 |
Adjusted EBITDA margin |
42.2% |
42.3% |
39.2% |
Adjusted EBITDA less accrued capital expenditures margin |
34.5% |
35.1% |
31.0% |
Reconciliation of capital expenditures to accrued capital expenditures
|
Three months ended |
Year ended |
|
(millions of U.S. dollars) |
2026 |
2025 |
2025 |
Capital expenditures |
156 |
151 |
634 |
Remove: IFRS adjustment to cash basis |
5 |
(13) |
(18) |
Accrued capital expenditures |
161 |
138 |
616 |
Accrued capital expenditures as a percentage of revenues |
n/a |
n/a |
8.2% |
Reconciliation of net earnings to adjusted earnings and adjusted EPS
|
Three months ended |
Year ended |
|
(millions of U.S. dollars, except per share amounts and |
2026 |
2025 |
2025 |
Net earnings |
459 |
434 |
1,502 |
Adjustments to remove: |
|
|
|
Fair value adjustments(1) |
(3) |
17 |
38 |
Amortization of acquired software |
56 |
49 |
206 |
Amortization of other identifiable intangible assets |
24 |
25 |
98 |
Other operating losses (gains), net |
- |
3 |
(164) |
Other finance (income) costs |
(9) |
10 |
55 |
Share of post-tax losses in equity method investments |
7 |
6 |
28 |
Tax on above items(2) |
(14) |
(24) |
(35) |
Tax items impacting comparability(2) |
(1) |
1 |
57 |
Loss (earnings) from discontinued operations, net of tax |
18 |
(9) |
(19) |
Interim period effective tax rate normalization(2) |
11 |
(5) |
- |
Dividends declared on preference shares |
(1) |
(1) |
(4) |
Adjusted earnings |
547 |
506 |
1,762 |
Adjusted EPS |
$1.23 |
$1.12 |
$3.92 |
Diluted weighted-average common shares (millions) |
444.7 |
450.8 |
449.5 |
Reconciliation of full-year effective tax rate on adjusted earnings
|
|
Year ended December 31, |
|
(millions of U.S. dollars) |
|
|
2025 |
Adjusted earnings |
|
|
1,762 |
Plus: Dividends declared on preference shares |
|
|
4 |
Plus: Tax expense on adjusted earnings |
|
|
401 |
Pre-tax adjusted earnings |
|
|
2,167 |
|
|
|
|
IFRS tax expense |
|
|
423 |
Remove tax related to: |
|
|
|
Amortization of acquired software |
|
|
46 |
Amortization of other identifiable intangible assets |
|
|
23 |
Share of post-tax losses in equity method investments |
2 |
||
Other finance costs |
|
|
2 |
Other operating gains, net |
|
|
(43) |
Other items |
|
|
5 |
Subtotal - Remove tax benefit on pre-tax items removed from adjusted earnings |
35 |
||
Remove: Tax items impacting comparability |
|
|
(57) |
Total - Remove all items impacting comparability |
|
|
(22) |
Tax expense on adjusted earnings |
|
|
401 |
Effective tax rate on adjusted earnings |
|
|
18.5% |
Reconciliation of net cash provided by operating activities to free cash flow
|
Three months ended |
Year ended |
|
(millions of U.S. dollars) |
2026 |
2025 |
2025 |
Net cash provided by operating activities |
505 |
445 |
2,651 |
Capital expenditures |
(156) |
(151) |
(634) |
Other investing activities |
- |
1 |
1 |
Payments of lease principal |
(16) |
(17) |
(64) |
Dividends paid on preference shares |
(1) |
(1) |
(4) |
Free cash flow |
332 |
277 |
1,950 |
Reconciliation of net debt and leverage ratio of net debt to adjusted EBITDA
|
|
March 31, |
December 31, |
(millions of U.S. dollars) |
|
2026 |
2025 |
Current indebtedness |
|
1,120 |
795 |
Long-term indebtedness |
|
1,328 |
1,328 |
Total debt |
|
2,448 |
2,123 |
Swaps |
|
17 |
16 |
Total debt after swaps |
|
2,465 |
2,139 |
Remove fair value adjustments for hedges |
|
(3) |
(2) |
Total debt after hedging arrangements |
|
2,462 |
2,137 |
Collateral assets |
|
(1) |
(7) |
Remove transaction costs, premiums or discounts, included in the carrying |
27 |
28 |
|
Add: Lease liabilities (current and non-current) |
|
234 |
249 |
Less: Cash and cash equivalents |
|
(400) |
(511) |
Net debt |
|
2,322 |
1,896 |
Leverage ratio of net debt to adjusted EBITDA |
|
|
|
Adjusted EBITDA |
|
3,008 |
2,936 |
Net debt/adjusted EBITDA |
|
0.8:1 |
0.6:1 |
Reconciliation of changes in revenues to changes in revenues excluding the effects of foreign currency (constant currency) as well as acquisitions/disposals (organic basis)
|
Three months ended March 31, |
||||||||||||
|
|
|
|
|
Change |
||||||||
(millions of U.S. dollars) |
2026 |
|
2025 |
|
Total |
|
Foreign |
|
Subtotal |
|
Net |
|
Organic |
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal Professionals |
756 |
|
688 |
|
10% |
|
1% |
|
8% |
|
- |
|
9% |
Corporates |
608 |
|
548 |
|
11% |
|
2% |
|
9% |
|
- |
|
9% |
Tax, Audit & Accounting Professionals |
410 |
|
358 |
|
15% |
|
1% |
|
14% |
|
3% |
|
10% |
"Big 3" Segments Combined |
1,774 |
|
1,594 |
|
11% |
|
1% |
|
10% |
|
1% |
|
9% |
Reuters |
212 |
|
196 |
|
8% |
|
1% |
|
7% |
|
1% |
|
6% |
Global Print |
112 |
|
116 |
|
(4%) |
|
1% |
|
(5%) |
|
- |
|
(5%) |
Eliminations/Rounding |
(11) |
|
(6) |
|
|
|
|
|
|
|
|
|
|
Total Revenues |
2,087 |
|
1,900 |
|
10% |
|
1% |
|
8% |
|
1% |
|
8% |
Recurring Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal Professionals |
739 |
|
670 |
|
10% |
|
1% |
|
9% |
|
- |
|
9% |
Corporates |
449 |
|
407 |
|
10% |
|
2% |
|
8% |
|
- |
|
8% |
Tax, Audit & Accounting Professionals |
229 |
|
205 |
|
12% |
|
2% |
|
10% |
|
- |
|
10% |
"Big 3" Segments Combined |
1,417 |
|
1,282 |
|
10% |
|
2% |
|
9% |
|
- |
|
9% |
Reuters |
186 |
|
175 |
|
6% |
|
1% |
|
5% |
|
1% |
|
5% |
Eliminations/Rounding |
(8) |
|
(6) |
|
|
|
|
|
|
|
|
|
|
Total Recurring Revenues |
1,595 |
|
1,451 |
|
10% |
|
2% |
|
8% |
|
- |
|
8% |
Transactions Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal Professionals |
17 |
|
18 |
|
(1%) |
|
1% |
|
(2%) |
|
- |
|
(2%) |
Corporates |
159 |
|
141 |
|
13% |
|
1% |
|
12% |
|
- |
|
12% |
Tax, Audit & Accounting Professionals |
181 |
|
153 |
|
18% |
|
- |
|
18% |
|
8% |
|
11% |
"Big 3" Segments Combined |
357 |
|
312 |
|
15% |
|
1% |
|
14% |
|
4% |
|
11% |
Reuters |
26 |
|
21 |
|
22% |
|
- |
|
21% |
|
3% |
|
18% |
Eliminations/Rounding |
(3) |
|
- |
|
|
|
|
|
|
|
|
|
|
Total Transactions Revenues |
380 |
|
333 |
|
15% |
|
1% |
|
14% |
|
4% |
|
10% |
|
Year ended December 31, |
||||||||||||
|
|
|
|
|
Change |
||||||||
(millions of U.S. dollars) |
2025 |
|
2024 |
|
Total |
Foreign |
|
Subtotal |
Net |
|
Organic |
||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal Professionals |
2,843 |
|
2,902 |
|
(2%) |
|
- |
|
(2%) |
|
(10%) |
|
8% |
Corporates |
2,023 |
|
1,875 |
|
8% |
|
- |
|
7% |
|
(1%) |
|
9% |
Tax, Audit & Accounting Professionals |
1,291 |
|
1,154 |
|
12% |
|
(1%) |
|
13% |
|
3% |
|
11% |
"Big 3" Segments Combined |
6,157 |
|
5,931 |
|
4% |
|
- |
|
4% |
|
(5%) |
|
9% |
Reuters |
853 |
|
832 |
|
3% |
|
1% |
|
2% |
|
1% |
|
1% |
Global Print |
490 |
|
519 |
|
(6%) |
|
- |
|
(5%) |
|
- |
|
(5%) |
Eliminations/Rounding |
(24) |
|
(24) |
|
|
|
|
|
|
|
|
|
|
Total Revenues |
7,476 |
|
7,258 |
|
3% |
|
- |
|
3% |
|
(4%) |
|
7% |
Reconciliation of changes in adjusted EBITDA and the related margin, consolidated operating expenses and adjusted EPS, excluding the effects of foreign currency
|
|
|
|
|
Three months ended March 31, |
||||||||
|
|
|
|
|
|
|
|
|
Change |
||||
(millions of U.S. dollars, except per share amounts) |
|
2026 |
|
2025 |
|
Total |
|
Foreign |
|
Constant |
|||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal Professionals |
|
|
|
|
365 |
|
336 |
|
9% |
|
1% |
|
8% |
Corporates |
|
|
|
|
243 |
|
215 |
|
13% |
|
- |
|
13% |
Tax, Audit & Accounting Professionals |
|
|
|
|
221 |
|
208 |
|
6% |
|
- |
|
6% |
"Big 3" Segments Combined |
|
|
|
|
829 |
|
759 |
|
9% |
|
1% |
|
9% |
Reuters |
|
|
|
|
34 |
|
39 |
|
(13%) |
|
(9%) |
|
(4%) |
Global Print |
|
|
|
|
43 |
|
44 |
|
(2%) |
|
1% |
|
(3%) |
Corporate costs |
|
|
|
|
(25) |
|
(33) |
|
n/a |
|
n/a |
|
n/a |
Total Adjusted EBITDA |
|
|
|
|
881 |
|
809 |
|
9% |
|
- |
|
9% |
Adjusted EBITDA Margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal Professionals |
|
|
|
|
48.3% |
|
48.7% |
|
(40)bp |
|
(10)bp |
|
(30)bp |
Corporates |
|
|
|
|
40.0% |
|
39.3% |
|
70bp |
|
(60)bp |
|
130bp |
Tax, Audit & Accounting Professionals |
|
|
|
|
53.8% |
|
56.6% |
|
(280)bp |
|
(40)bp |
|
(240)bp |
"Big 3" Segments Combined |
|
|
|
|
46.7% |
|
47.3% |
|
(60)bp |
|
(40)bp |
|
(20)bp |
Reuters |
|
|
|
|
16.1% |
|
20.0% |
|
(390)bp |
|
(200)bp |
|
(190)bp |
Global Print |
|
|
|
|
38.6% |
|
37.8% |
|
80bp |
|
- |
|
80bp |
Total Adjusted EBITDA Margin |
|
|
|
|
42.2% |
|
42.3% |
|
(10)bp |
|
(50)bp |
|
40bp |
Operating expenses |
|
|
|
|
1,203 |
|
1,108 |
|
9% |
|
2% |
|
7% |
Adjusted EPS |
|
|
|
|
$1.23 |
|
$1.12 |
|
10% |
|
- |
|
10% |
“Big 3” segments and consolidated adjusted EBITDA and the related margins
|
|
|
|
|
|
|
|
|
Year ended December 31, |
||||
(millions of U.S. dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal Professionals |
|
|
|
|
|
|
|
|
|
|
|
|
1,354 |
Corporates |
|
|
|
|
|
|
|
|
|
|
|
|
727 |
Tax, Audit & Accounting Professionals |
|
|
|
|
|
|
|
|
|
|
|
|
614 |
"Big 3" Segments Combined |
|
|
|
|
|
|
|
|
|
|
|
|
2,695 |
Reuters |
|
|
|
|
|
|
|
|
|
|
|
|
174 |
Global Print |
|
|
|
|
|
|
|
|
|
|
|
|
185 |
Corporate costs |
|
|
|
|
|
|
|
|
|
|
|
|
(118) |
Total Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
2,936 |
"Big 3" Segments Combined |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
2,695 |
Revenues, excluding $20 million of fair value adjustments to acquired deferred revenue |
|
|
|
6,177 |
|||||||||
Adjusted EBITDA margin |
|
|
|
|
|
|
|
|
|
|
|
|
43.6% |
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
2,936 |
Revenues, excluding $20 million of fair value adjustments to acquired deferred revenue |
|
|
|
7,496 |
|||||||||
Adjusted EBITDA margin |
|
|
|
|
|
|
|
|
|
|
|
|
39.2% |
Reconciliation of adjusted EBITDA margin
To compute segment and consolidated adjusted EBITDA margin, we exclude fair value adjustments related to acquired deferred revenue from our IFRS revenues. The chart below reconciles IFRS revenues to revenues used in the calculation of adjusted EBITDA margin, which excludes fair value adjustments related to acquired deferred revenue.
(millions of U.S. dollars) |
|
IFRS |
|
Remove fair |
|
Revenues |
|
Adjusted |
|
Adjusted |
Three months ended March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
Legal Professionals |
|
756 |
|
- |
|
756 |
|
365 |
|
48.3% |
Corporates |
|
608 |
|
- |
|
608 |
|
243 |
|
40.0% |
Tax, Audit & Accounting Professionals |
|
410 |
|
- |
|
410 |
|
221 |
|
53.8% |
"Big 3" Segments Combined |
|
1,774 |
|
- |
|
1,774 |
|
829 |
|
46.7% |
Reuters |
|
212 |
|
- |
|
212 |
|
34 |
|
16.1% |
Global Print |
|
112 |
|
- |
|
112 |
|
43 |
|
38.6% |
Eliminations/Rounding |
|
(11) |
|
- |
|
(11) |
|
- |
|
n/a |
Corporate costs |
|
- |
|
- |
|
- |
|
(25) |
|
n/a |
Consolidated totals |
|
2,087 |
|
- |
|
2,087 |
|
881 |
|
42.2% |
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
Legal Professionals |
|
688 |
|
- |
|
688 |
|
336 |
|
48.7% |
Corporates |
|
548 |
|
- |
|
548 |
|
215 |
|
39.3% |
Tax, Audit & Accounting Professionals |
|
358 |
|
10 |
|
368 |
|
208 |
|
56.6% |
"Big 3" Segments Combined |
|
1,594 |
|
10 |
|
1,604 |
|
759 |
|
47.3% |
Reuters |
|
196 |
|
- |
|
196 |
|
39 |
|
20.0% |
Global Print |
|
116 |
|
- |
|
116 |
|
44 |
|
37.8% |
Eliminations/Rounding |
|
(6) |
|
- |
|
(6) |
|
- |
|
n/a |
Corporate costs |
|
- |
|
- |
|
- |
|
(33) |
|
n/a |
Consolidated totals |
|
1,900 |
|
10 |
|
1,910 |
|
809 |
|
42.3% |
Appendix C
Quarterly information (unaudited)
The following table presents a summary of our consolidated operating results for the eight most recent quarters.
|
Quarters ended |
|||||||
(millions of U.S. dollars, |
March |
December |
September |
June |
March |
December |
September |
June |
Revenues |
2,087 |
2,009 |
1,782 |
1,785 |
1,900 |
1,909 |
1,724 |
1,740 |
Operating profit |
639 |
540 |
593 |
436 |
563 |
722 |
415 |
415 |
Earnings from continuing |
477 |
333 |
428 |
297 |
425 |
607 |
277 |
844 |
(Loss) earnings from |
(18) |
(1) |
(5) |
16 |
9 |
(20) |
24 |
(3) |
Net earnings |
459 |
332 |
423 |
313 |
434 |
587 |
301 |
841 |
Earnings attributable to |
459 |
332 |
423 |
313 |
434 |
587 |
301 |
841 |
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per |
|
|
|
|
|
|
|
|
From continuing operations |
$1.07 |
$0.75 |
$0.95 |
$0.66 |
$0.94 |
$1.35 |
$0.61 |
$1.87 |
From discontinued |
(0.04) |
(0.01) |
(0.01) |
0.03 |
0.02 |
(0.05) |
0.06 |
(0.01) |
|
$1.03 |
$0.74 |
$0.94 |
$0.69 |
$0.96 |
$1.30 |
$0.67 |
$1.86 |
Diluted earnings (loss) per |
|
|
|
|
|
|
|
|
From continuing operations |
$1.07 |
$0.75 |
$0.95 |
$0.66 |
$0.94 |
$1.34 |
$0.61 |
$1.87 |
From discontinued |
(0.04) |
(0.01) |
(0.01) |
0.03 |
0.02 |
(0.04) |
0.06 |
(0.01) |
|
$1.03 |
$0.74 |
$0.94 |
$0.69 |
$0.96 |
$1.30 |
$0.67 |
$1.86 |
Revenues - Our company revenues on a consolidated basis do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over a contract term. However, at the segment level, revenues on a consecutive quarter basis can be impacted by seasonality, most notably in our Tax, Audit & Accounting Professionals business, where revenues tend to be concentrated in the first and fourth quarters. As most of our business is conducted in U.S. dollars, foreign currency had a minimal impact on our revenues. Our first-quarter 2025 and fourth quarter 2024 revenues reflected growth in recurring revenues and the remaining comparable quarters reflected growth in both recurring and transactions revenues, including acquisitions. In the 2025 and 2024 periods, revenue increases were partly offset by disposals, primarily FindLaw in December 2024.
Operating profit - Our operating profit does not tend to be significantly impacted by seasonality. As most of our operating expenses are fixed over the short-to-medium term, we generally become more profitable when our revenues increase. When our revenues decline, we generally become less profitable. The increase in operating profit in third quarter of 2025 reflected an other operating gain on the sale of our remaining minority equity interest in the Elite business and the fourth quarter of 2024 reflected the gains on sales of FindLaw and other non-core businesses.
Net earnings - Net earnings in the third quarter of 2025 reflected a gain on sale of our remaining equity interest in Elite, and the fourth quarter of 2024 included a gain on sale of FindLaw. The second quarter of 2024 included a $468 million tax benefit from the recognition of a deferred tax asset relating to tax legislation enacted in Canada.
Appendix D
Subsidiary Issuer and Guarantor Supplemental Financial Information
The following tables set forth consolidating summary financial information in connection with the full and unconditional guarantee by Thomson Reuters Corporation and three U.S. subsidiary guarantors, which are also indirect 100%-owned and consolidated subsidiaries of Thomson Reuters Corporation (referred to as the Subsidiary Guarantors), of any debt securities issued by TR Finance LLC (referred to as the Subsidiary Issuer) under a trust indenture dated as of March 20, 2025, entered into between Thomson Reuters Corporation, TR Finance LLC, the Subsidiary Guarantors, Computershare Trust Company of Canada and Deutsche Bank Trust Company Americas, and the full and unconditional guarantee by the Subsidiary Guarantors of certain outstanding debt securities issued by Thomson Reuters Corporation under a second amended and restated trust indenture dated as of March 20, 2025, entered into between Thomson Reuters Corporation, the Subsidiary Guarantors, Computershare Trust Company of Canada and Deutsche Bank Trust Company Americas, and any debt securities issued by Thomson Reuters Corporation under a trust indenture to be entered into between Thomson Reuters Corporation, the Subsidiary Guarantors, Computershare Trust Company of Canada and Deutsche Bank Trust Company Americas in connection with any future offering of debt securities issued by Thomson Reuters Corporation and guaranteed by the Subsidiary Guarantors. Guarantees by the Subsidiary Guarantors may be subject to customary release provisions in connection with a merger, consolidation or sale of assets.
TR Finance LLC is an indirect 100%-owned subsidiary of Thomson Reuters Corporation. TR Finance LLC is a financing vehicle for Thomson Reuters Corporation and its consolidated subsidiaries. TR Finance LLC has no independent operations, other than raising debt for use by Thomson Reuters, hedging such debt when appropriate and on-lending funds to companies in the Thomson Reuters group. In connection with each issuance of debt securities by TR Finance LLC to date, TR Finance LLC has loaned the proceeds thereof to, and in connection with each future issuance of debt securities by TR Finance LLC, TR Finance LLC expects that the proceeds thereof will be loaned to the Subsidiary Guarantors, and/or U.S. affiliates that are direct or indirect shareholders of the Subsidiary Guarantors. TR Finance LLC expects to be able to pay interest, premiums, operating expenses and to meet its debt obligations using interest income from the affiliate loans and will be further supported by guarantees provided by the Subsidiary Guarantors and Thomson Reuters Corporation. The ability of TR Finance LLC to pay interest, premiums, operating expenses and to meet its debt obligations depends upon the ability of the Subsidiary Guarantors and/or such other U.S. affiliates to pay interest and meet debt obligations under the affiliate loans and upon the credit support of the Subsidiary Guarantors and Thomson Reuters Corporation.
The tables below contain condensed consolidating financial information for the following:
The Subsidiary Guarantors referred to above are comprised of the following indirect 100%-owned and consolidated subsidiaries of Thomson Reuters Corporation:
Thomson Reuters Corporation accounts for its investments in subsidiaries using the equity method for purposes of the condensed consolidating financial information. Where subsidiaries are members of a consolidated tax filing group, Thomson Reuters Corporation allocates income tax expense pursuant to the tax sharing agreement among the members of the group, including application of the percentage method whereby members of the consolidated group are reimbursed for losses when they occur, regardless of the ability to use such losses on a standalone basis. We believe that this allocation is a systematic, rational approach for allocation of income tax balances. Adjustments necessary to consolidate the Parent, Subsidiary Guarantors and Non-Guarantor Subsidiaries are reflected in the “Eliminations” column.
This basis of presentation is not intended to present the financial position of Thomson Reuters Corporation and the results of its operations for any purpose other than to comply with the specific requirements for subsidiary issuer and guarantor reporting and should be read in conjunction with our consolidated interim financial statements for the three months ended March 31, 2026, our 2025 annual consolidated financial statements, as well as our 2025 annual management’s discussion and analysis, which are included in our 2025 annual report.
The following condensed consolidating financial information is provided in compliance with the requirements of Section 13.4 of National Instrument 51-102 - Continuous Disclosure Obligations providing for an exemption for certain credit support issuers.
The following condensed consolidating financial information has been prepared in accordance with IFRS, as issued by the IASB and is unaudited.
CONDENSED CONSOLIDATING INCOME STATEMENT
|
|
Three months ended March 31, 2026 |
||||||||||
(millions of U.S. dollars) |
|
Parent |
|
Subsidiary |
|
Subsidiary |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
- |
|
- |
|
355 |
|
1,818 |
|
(86) |
|
2,087 |
Operating expenses |
|
(4) |
|
- |
|
(207) |
|
(1,078) |
|
86 |
|
(1,203) |
Depreciation |
|
- |
|
- |
|
(7) |
|
(21) |
|
- |
|
(28) |
Amortization of software |
|
- |
|
- |
|
- |
|
(208) |
|
15 |
|
(193) |
Amortization of other identifiable |
|
- |
|
- |
|
(11) |
|
(13) |
|
- |
|
(24) |
Other operating losses, net |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Operating (loss) profit |
|
(4) |
|
- |
|
130 |
|
498 |
|
15 |
|
639 |
Finance (costs) income, net: |
|
|
|
|
|
|
|
|
|
|
|
|
Net interest expense |
|
(5) |
|
(22) |
|
- |
|
(12) |
|
- |
|
(39) |
Other finance (costs) income |
|
(1) |
|
(1) |
|
- |
|
11 |
|
- |
|
9 |
Intercompany net interest income |
|
41 |
|
23 |
|
(10) |
|
(54) |
|
- |
|
- |
Income before tax and equity |
|
31 |
|
- |
|
120 |
|
443 |
|
15 |
|
609 |
Share of post-tax losses in equity |
|
- |
|
- |
|
- |
|
(7) |
|
- |
|
(7) |
Share of post-tax earnings in |
|
442 |
|
- |
|
14 |
|
89 |
|
(545) |
|
- |
Tax expense |
|
(14) |
|
- |
|
(31) |
|
(78) |
|
(2) |
|
(125) |
Earnings from continuing operations |
|
459 |
|
- |
|
103 |
|
447 |
|
(532) |
|
477 |
Loss from discontinued |
|
- |
|
- |
|
- |
|
(18) |
|
- |
|
(18) |
Net earnings |
|
459 |
|
- |
|
103 |
|
429 |
|
(532) |
|
459 |
Earnings attributable to common |
|
459 |
|
- |
|
103 |
|
429 |
|
(532) |
|
459 |
CONDENSED CONSOLIDATING INCOME STATEMENT
|
|
Three months ended March 31, 2025 |
||||||||||
(millions of U.S. dollars) |
|
Parent |
|
Subsidiary |
|
Subsidiary |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
- |
|
- |
|
354 |
|
1,626 |
|
(80) |
|
1,900 |
Operating expenses |
|
(7) |
|
- |
|
(223) |
|
(958) |
|
80 |
|
(1,108) |
Depreciation |
|
- |
|
- |
|
(7) |
|
(20) |
|
- |
|
(27) |
Amortization of software |
|
- |
|
- |
|
(4) |
|
(170) |
|
- |
|
(174) |
Amortization of other identifiable |
|
- |
|
- |
|
(10) |
|
(15) |
|
- |
|
(25) |
Other operating losses, net |
|
- |
|
- |
|
- |
|
(3) |
|
- |
|
(3) |
Operating (loss) profit |
|
(7) |
|
- |
|
110 |
|
460 |
|
- |
|
563 |
Finance (costs) income, net: |
|
|
|
|
|
|
|
|
|
|
|
|
Net interest (expense) income |
|
(27) |
|
(3) |
|
1 |
|
(1) |
|
- |
|
(30) |
Other finance costs |
|
(41) |
|
- |
|
- |
|
(1) |
|
32 |
|
(10) |
Intercompany net interest (expense) |
|
(56) |
|
3 |
|
(14) |
|
67 |
|
- |
|
- |
(Loss) income before tax and equity |
|
(131) |
|
- |
|
97 |
|
525 |
|
32 |
|
523 |
Share of post-tax losses in equity |
|
- |
|
- |
|
- |
|
(6) |
|
- |
|
(6) |
Share of post-tax earnings in |
|
545 |
|
- |
|
9 |
|
73 |
|
(627) |
|
- |
Tax benefit (expense) |
|
20 |
|
(8) |
|
(24) |
|
(80) |
|
- |
|
(92) |
Earnings (loss) from continuing |
434 |
|
(8) |
|
82 |
|
512 |
|
(595) |
|
425 |
|
Earnings from discontinued |
|
- |
|
- |
|
- |
|
9 |
|
- |
|
9 |
Net earnings (loss) |
|
434 |
|
(8) |
|
82 |
|
521 |
|
(595) |
|
434 |
Earnings attributable to common |
|
434 |
|
(8) |
|
82 |
|
521 |
|
(595) |
|
434 |
CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION
|
|
March 31, 2026 |
||||||||||
(millions of U.S. dollars) |
|
Parent |
|
Subsidiary |
|
Subsidiary |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
2 |
|
- |
|
41 |
|
357 |
|
- |
|
400 |
Trade and other receivables |
|
1 |
|
- |
|
224 |
|
959 |
|
- |
|
1,184 |
Intercompany receivables |
|
5,513 |
|
596 |
|
407 |
|
5,723 |
|
(12,239) |
|
- |
Other financial assets |
|
- |
|
1 |
|
61 |
|
27 |
|
- |
|
89 |
Prepaid expenses and other current |
|
- |
|
- |
|
180 |
|
280 |
|
- |
|
460 |
Current assets |
|
5,516 |
|
597 |
|
913 |
|
7,346 |
|
(12,239) |
|
2,133 |
Property and equipment, net |
|
- |
|
- |
|
132 |
|
209 |
|
- |
|
341 |
Software, net |
|
- |
|
- |
|
- |
|
1,861 |
|
(164) |
|
1,697 |
Other identifiable intangible assets, |
|
- |
|
- |
|
941 |
|
2,136 |
|
- |
|
3,077 |
Goodwill |
|
- |
|
- |
|
4,422 |
|
3,634 |
|
- |
|
8,056 |
Equity method investments |
|
- |
|
- |
|
- |
|
193 |
|
- |
|
193 |
Other financial assets |
|
175 |
|
- |
|
1 |
|
284 |
|
- |
|
460 |
Other non-current assets |
|
- |
|
- |
|
100 |
|
586 |
|
- |
|
686 |
Intercompany receivables |
|
- |
|
1,267 |
|
65 |
|
- |
|
(1,332) |
|
- |
Investments in subsidiaries |
|
12,086 |
|
- |
|
536 |
|
4,692 |
|
(17,314) |
|
- |
Deferred tax |
|
224 |
|
3 |
|
- |
|
1,054 |
|
20 |
|
1,301 |
Total assets |
|
18,001 |
|
1,867 |
|
7,110 |
|
21,995 |
|
(31,029) |
|
17,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Current indebtedness |
|
559 |
|
561 |
|
- |
|
- |
|
- |
|
1,120 |
Payables, accruals and provisions |
|
23 |
|
28 |
|
247 |
|
636 |
|
- |
|
934 |
Current tax liabilities |
|
- |
|
- |
|
- |
|
204 |
|
- |
|
204 |
Deferred revenue |
|
- |
|
- |
|
264 |
|
898 |
|
- |
|
1,162 |
Intercompany payables |
|
5,483 |
|
22 |
|
243 |
|
6,491 |
|
(12,239) |
|
- |
Other financial liabilities |
|
- |
|
- |
|
15 |
|
94 |
|
- |
|
109 |
Current liabilities |
|
6,065 |
|
611 |
|
769 |
|
8,323 |
|
(12,239) |
|
3,529 |
Long-term indebtedness |
|
118 |
|
1,244 |
|
- |
|
- |
|
(34) |
|
1,328 |
Provisions and other non-current |
|
6 |
|
- |
|
5 |
|
651 |
|
- |
|
662 |
Other financial liabilities |
|
- |
|
17 |
|
66 |
|
146 |
|
- |
|
229 |
Intercompany payables |
|
- |
|
- |
|
778 |
|
554 |
|
(1,332) |
|
- |
Deferred tax |
|
- |
|
- |
|
264 |
|
115 |
|
5 |
|
384 |
Total liabilities |
|
6,189 |
|
1,872 |
|
1,882 |
|
9,789 |
|
(13,600) |
|
6,132 |
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
11,812 |
|
(5) |
|
5,228 |
|
12,206 |
|
(17,429) |
|
11,812 |
Total liabilities and equity |
|
18,001 |
|
1,867 |
|
7,110 |
|
21,995 |
|
(31,029) |
|
17,944 |
CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION
|
|
December 31, 2025 |
||||||||||
(millions of U.S. dollars) |
|
Parent |
|
Subsidiary Issuer |
|
Subsidiary |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
8 |
|
- |
|
65 |
|
438 |
|
- |
|
511 |
Trade and other receivables |
|
- |
|
- |
|
260 |
|
883 |
|
- |
|
1,143 |
Intercompany receivables |
|
1,145 |
|
454 |
|
493 |
|
1,540 |
|
(3,632) |
|
- |
Other financial assets |
|
- |
|
7 |
|
60 |
|
27 |
|
- |
|
94 |
Prepaid expenses and other current |
|
- |
|
- |
|
199 |
|
281 |
|
- |
|
480 |
Current assets |
|
1,153 |
|
461 |
|
1,077 |
|
3,169 |
|
(3,632) |
|
2,228 |
Property and equipment, net |
|
- |
|
- |
|
138 |
|
223 |
|
- |
|
361 |
Software, net |
|
- |
|
- |
|
1 |
|
1,823 |
|
(179) |
|
1,645 |
Other identifiable intangible assets, |
|
- |
|
- |
|
952 |
|
2,150 |
|
- |
|
3,102 |
Goodwill |
|
- |
|
- |
|
4,422 |
|
3,491 |
|
- |
|
7,913 |
Equity method investments |
|
- |
|
- |
|
- |
|
202 |
|
- |
|
202 |
Other financial assets |
|
163 |
|
- |
|
2 |
|
301 |
|
- |
|
466 |
Other non-current assets |
|
- |
|
- |
|
96 |
|
584 |
|
- |
|
680 |
Intercompany receivables |
|
- |
|
1,267 |
|
57 |
|
- |
|
(1,324) |
|
- |
Investments in subsidiaries |
|
12,044 |
|
- |
|
545 |
|
4,708 |
|
(17,297) |
|
- |
Deferred tax |
|
238 |
|
3 |
|
- |
|
1,081 |
|
21 |
|
1,343 |
Total assets |
|
13,598 |
|
1,731 |
|
7,290 |
|
17,732 |
|
(22,411) |
|
17,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Current indebtedness |
|
354 |
|
439 |
|
- |
|
- |
|
2 |
|
795 |
Payables, accruals and provisions |
|
35 |
|
18 |
|
262 |
|
775 |
|
- |
|
1,090 |
Current tax liabilities |
|
- |
|
- |
|
- |
|
224 |
|
- |
|
224 |
Deferred revenue |
|
- |
|
- |
|
284 |
|
967 |
|
- |
|
1,251 |
Intercompany payables |
|
1,172 |
|
17 |
|
362 |
|
2,081 |
|
(3,632) |
|
- |
Other financial liabilities |
|
- |
|
- |
|
14 |
|
94 |
|
- |
|
108 |
Current liabilities |
|
1,561 |
|
474 |
|
922 |
|
4,141 |
|
(3,630) |
|
3,468 |
Long-term indebtedness |
|
118 |
|
1,245 |
|
- |
|
- |
|
(35) |
|
1,328 |
Provisions and other non-current |
|
5 |
|
- |
|
4 |
|
647 |
|
- |
|
656 |
Other financial liabilities |
|
- |
|
16 |
|
70 |
|
124 |
|
- |
|
210 |
Intercompany payables |
|
- |
|
- |
|
778 |
|
546 |
|
(1,324) |
|
- |
Deferred tax |
|
- |
|
- |
|
263 |
|
96 |
|
5 |
|
364 |
Total liabilities |
|
1,684 |
|
1,735 |
|
2,037 |
|
5,554 |
|
(4,984) |
|
6,026 |
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
11,914 |
|
(4) |
|
5,253 |
|
12,178 |
|
(17,427) |
|
11,914 |
Total liabilities and equity |
|
13,598 |
|
1,731 |
|
7,290 |
|
17,732 |
|
(22,411) |
|
17,940 |
The following supplemental financial information is also being provided in accordance with Article 13 of Regulation S-X in respect of debt securities issued by the Subsidiary Issuer, which are fully and unconditionally guaranteed by the Parent and the Subsidiary Guarantors, and debt securities issued by the Parent, which are fully and unconditionally guaranteed by the Subsidiary Guarantors (in each case, as described above).
Set forth below is summarized financial information of the Parent, Subsidiary Issuer and Subsidiary Guarantors (collectively, the Obligor Group) and Parent and Subsidiary Guarantors (collectively, the Obligor Group excluding Subsidiary Issuer) as presented on a combined basis with intercompany balances and transactions between entities in the Obligor Group and Obligor Group excluding Subsidiary Issuer eliminated. Investments in and equity in earnings of the non-obligor group, which are not members of these groups and financial information of the non-obligor group have been excluded from the summarized financial information. In addition, the Obligor Group and the Obligor Group excluding Subsidiary Issuer’s amounts due to, amounts due from and transactions with each respective non-obligor group are presented below:
SUMMARIZED INCOME STATEMENT
|
Three months ended March 31, 2026 |
|
(millions of U.S. dollars) |
Obligor Group |
Obligor Group excluding Subsidiary Issuer |
Revenues |
355 |
355 |
Operating profit(1) |
500 |
500 |
Earnings from continuing operations(1)(2) |
480 |
480 |
Net earnings |
480 |
480 |
Earnings attributable to common shareholders |
480 |
480 |
|
Year ended December 31, 2025 |
|
(millions of U.S. dollars) |
Obligor Group |
Obligor Group excluding Subsidiary Issuer |
Revenues |
1,365 |
1,365 |
Operating profit(1) |
5,134 |
5,134 |
Earnings from continuing operations(1)(2) |
4,989 |
4,993 |
Net earnings |
4,989 |
4,993 |
Earnings attributable to common shareholders |
4,989 |
4,993 |
SUMMARIZED STATEMENT OF FINANCIAL POSITION
|
March 31, 2026 |
|
(millions of U.S. dollars) |
Obligor Group |
Obligor Group excluding Subsidiary Issuer |
Intercompany receivables from non-obligor group |
6,496 |
5,920 |
Current assets excluding intercompany receivables |
510 |
509 |
Total current assets |
7,006 |
6,429 |
Goodwill |
4,422 |
4,422 |
Intercompany receivables from non-obligor group |
554 |
65 |
Non-current assets excluding goodwill and intercompany |
1,576 |
1,573 |
Total non-current assets |
6,552 |
6,060 |
|
|
|
Intercompany payables to non-obligor group |
5,728 |
5,726 |
Current liabilities excluding intercompany payables |
1,697 |
1,108 |
Total current liabilities |
7,425 |
6,834 |
Intercompany payables to non-obligor group |
- |
778 |
Non-current liabilities excluding intercompany payables |
1,720 |
459 |
Total non-current liabilities |
1,720 |
1,237 |
SUMMARIZED STATEMENT OF FINANCIAL POSITION
|
December 31, 2025 |
|
(millions of U.S. dollars) |
Obligor Group |
Obligor Group excluding Subsidiary Issuer |
Intercompany receivables from non-obligor group |
2,083 |
1,638 |
Current assets excluding intercompany receivables |
599 |
592 |
Total current assets |
2,682 |
2,230 |
Goodwill |
4,422 |
4,422 |
Intercompany receivables from non-obligor group |
546 |
57 |
Non-current assets excluding goodwill and intercompany |
1,593 |
1,590 |
Total non-current assets |
6,561 |
6,069 |
|
|
|
Intercompany payables to non-obligor group |
1,542 |
1,534 |
Current liabilities excluding intercompany payables |
1,406 |
949 |
Total current liabilities |
2,948 |
2,483 |
Intercompany payables to non-obligor group |
- |
778 |
Non-current liabilities excluding intercompany payables |
1,721 |
460 |
Total non-current liabilities |
1,721 |
1,238 |
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:
Date: May 6, 2026
|
|
/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:
Date: May 6, 2026
|
|
/s/ Michael Eastwood |
|
|
Michael Eastwood |
|
|
Chief Financial Officer |
EXHIBIT 99.5
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report of Thomson Reuters Corporation (the “Corporation”) on Form 6-K for the period ended March 31, 2026, as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), I, Steve Hasker, President and Chief Executive Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
Date: May 6, 2026
/s/ Steve Hasker |
|
Steve Hasker |
|
President and Chief Executive Officer |
|
EXHIBIT 99.6
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report of Thomson Reuters Corporation (the “Corporation”) on Form 6-K for the period ended March 31, 2026, as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Eastwood, Chief Financial Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
Date: May 6, 2026
/s/ Michael Eastwood |
|
Michael Eastwood |
|
Chief Financial Officer |
|
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Filing Exhibits & Attachments
6 documentsPress Releases
- EX-99.1 EX-99.1 - MANAGEMENT'S DISCUSSION AND ANALYSIS 2.2 MB
- EX-99.2 EX-99.2 - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1.3 MB
- EX-99.3 EX-99.3 - CEO 302 CERTIFICATION 16.2 KB
- EX-99.4 EX-99.4 - CFO 302 CERTIFICATION 16.2 KB
- EX-99.5 EX-99.5 - CEO 906 CERTIFICATION 8.1 KB
- EX-99.6 EX-99.6 - CFO 906 CERTIFICATION 8.1 KB