Thomson Reuters Second Quarter Report 2025

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Unaudited Consolidated Financial Statements EXHIBIT 99.2

THOMSON REUTERS CORPORATION

CONSOLIDATED INCOME STATEMENT

(unaudited)

 

 

 

 

Three Months Ended
June 30,

 

Six months ended
June 30,

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

 

Notes

 

2025

 

2024

 

2025

 

2024

CONTINUING OPERATIONS

 

 

 

 

 

 

 

 

 

 

Revenues

 

2

 

1,785

 

1,740

 

3,685

 

3,625

Operating expenses

 

5

 

(1,124)

 

(1,090)

 

(2,232)

 

(2,171)

Depreciation

 

 

 

(28)

 

(29)

 

(55)

 

(57)

Amortization of computer software

 

 

 

(178)

 

(154)

 

(352)

 

(307)

Amortization of other identifiable intangible assets

 

 

 

(24)

 

(23)

 

(49)

 

(48)

Other operating gains (losses), net

 

6

 

5

 

(29)

 

2

 

(70)

Operating profit

 

 

 

436

 

415

 

999

 

972

Finance costs, net:

 

 

 

 

 

 

 

 

 

 

   Net interest expense

 

7

 

(35)

 

(36)

 

(65)

 

(76)

   Other finance (costs) income

 

7

 

(48)

 

2

 

(58)

 

24

Income before tax and equity method investments

 

 

 

353

 

381

 

876

 

920

Share of post-tax (losses) earnings in equity method
   investments

8

 

(4)

 

61

 

(10)

 

53

Tax (expense) benefit

 

9

 

(52)

 

402

 

(144)

 

335

Earnings from continuing operations

 

 

 

297

 

844

 

722

 

1,308

Earnings (loss) from discontinued operations, net of tax

 

 

 

16

 

(3)

 

25

 

11

Net earnings

 

 

 

313

 

841

 

747

 

1,319

Earnings (loss) attributable to:

 

 

 

 

 

 

 

 

 

 

   Common shareholders

 

 

 

313

 

841

 

747

 

1,322

   Non-controlling interests

 

 

 

-

 

-

 

-

 

(3)

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

10

 

 

 

 

 

 

 

 

Basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

   From continuing operations

 

 

 

$0.66

 

$1.87

 

$1.60

 

$2.90

   From discontinued operations

 

 

 

0.03

 

(0.01)

 

0.05

 

0.02

Basic earnings per share

 

 

 

$0.69

 

$1.86

 

$1.65

 

$2.92

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

   From continuing operations

 

 

 

$0.66

 

$1.87

 

$1.60

 

$2.89

   From discontinued operations

 

 

 

0.03

 

(0.01)

 

0.05

 

0.03

Diluted earnings per share

 

 

 

$0.69

 

$1.86

 

$1.65

 

$2.92

 

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

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Thomson Reuters Second Quarter Report 2025

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

(millions of U.S. dollars)

 

Notes

 

2025

 

2024

 

2025

 

2024

Net earnings

 

 

 

313

 

841

 

747

 

1,319

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

   Cash flow hedges adjustments to net earnings

 

7

 

(27)

 

12

 

(24)

 

42

   Cash flow hedges adjustments to equity

 

 

 

25

 

(12)

 

20

 

(33)

   Related tax benefit on cash flow hedges adjustments to equity

-

 

-

 

1

 

-

   Foreign currency translation adjustments to equity

 

 

 

200

 

(16)

 

302

 

(87)

 

 

 

198

 

(16)

 

299

 

(78)

Items that will not be reclassified to net earnings:

 

 

 

 

 

 

 

 

 

 

   Fair value adjustments on financial assets

 

11

 

3

 

8

 

(3)

 

9

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

 

 

 

-

 

(2)

 

1

 

(2)

   Remeasurement on defined benefit pension plans

 

 

 

30

 

(5)

 

38

 

12

   Related tax expense on remeasurement on defined benefit
      pension plans

(7)

 

(2)

 

(9)

 

(6)

 

 

 

26

 

(1)

 

27

 

13

Other comprehensive income (loss)

 

 

 

224

 

(17)

 

326

 

(65)

Total comprehensive income

 

 

 

537

 

824

 

1,073

 

1,254

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss) for the period attributable to:

 

 

 

 

 

 

 

Common shareholders:

 

 

 

 

 

 

 

 

 

 

   Continuing operations

 

 

 

521

 

827

 

1,048

 

1,251

   Discontinued operations

 

 

 

16

 

(3)

 

25

 

11

Non-controlling interests

 

 

 

-

 

-

 

-

 

(8)

Total comprehensive income

 

 

 

537

 

824

 

1,073

 

1,254

 

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

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Thomson Reuters Second Quarter Report 2025

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(unaudited)

 

 

 

 

 

 

 

June 30,

 

December 31,

(millions of U.S. dollars)

 

 

 

 

 

Notes

 

2025

 

2024

ASSETS

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

11

 

664

 

1,968

Trade and other receivables

 

 

 

 

 

 

 

1,088

 

1,087

Other financial assets

 

 

 

 

 

11

 

63

 

35

Prepaid expenses and other current assets

 

 

 

 

 

 

 

441

 

400

Current assets

 

 

 

 

 

 

 

2,256

 

3,490

Property and equipment, net

 

 

 

 

 

 

 

375

 

386

Computer software, net

 

 

 

 

 

 

 

1,636

 

1,453

Other identifiable intangible assets, net

 

 

 

 

 

 

 

3,134

 

3,134

Goodwill

 

 

 

 

 

 

 

7,835

 

7,262

Equity method investments

 

 

 

 

 

8

 

284

 

269

Other financial assets

 

 

 

 

 

11

 

454

 

442

Other non-current assets

 

 

 

 

 

12

 

625

 

625

Deferred tax

 

 

 

 

 

 

 

1,367

 

1,376

Total assets

 

 

 

 

 

 

 

17,966

 

18,437

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

Current indebtedness

 

 

 

 

 

11

 

499

 

973

Payables, accruals and provisions

 

 

 

 

 

13

 

892

 

1,091

Current tax liabilities

 

 

 

 

 

 

 

187

 

197

Deferred revenue

 

 

 

 

 

 

 

1,164

 

1,062

Other financial liabilities

 

 

 

 

 

11

 

112

 

113

Current liabilities

 

 

 

 

 

 

 

2,854

 

3,436

Long-term indebtedness

 

 

 

 

 

11

 

1,342

 

1,847

Provisions and other non-current liabilities

 

 

 

 

 

14

 

643

 

675

Other financial liabilities

 

 

 

 

 

11

 

212

 

232

Deferred tax

 

 

 

 

 

 

 

299

 

241

Total liabilities

 

 

 

 

 

 

 

5,350

 

6,431

Equity

 

 

 

 

 

 

 

 

 

 

Capital

 

 

 

 

 

15

 

3,578

 

3,498

Retained earnings

 

 

 

 

 

 

 

9,933

 

9,699

Accumulated other comprehensive loss

 

 

 

 

 

 

 

(895)

 

(1,191)

Total equity

 

 

 

 

 

12,616

 

12,006

Total liabilities and equity

 

 

 

 

 

17,966

 

18,437

Contingencies (note 18)

 

 

 

 

 

 

 

 

 

 

 

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

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Thomson Reuters Second Quarter Report 2025

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW

(unaudited)

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

(millions of U.S. dollars)

 

Notes

 

2025

 

2024

 

2025

 

2024

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

 

 

297

 

844

 

722

 

1,308

Adjustments for:

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

28

 

29

 

55

 

57

Amortization of computer software

 

 

 

178

 

154

 

352

 

307

Amortization of other identifiable intangible assets

 

 

 

24

 

23

 

49

 

48

Share of post-tax losses (earnings) in equity method
   investments

 

8

 

4

 

(61)

 

10

 

(53)

Deferred tax

 

 

 

(1)

 

(545)

 

18

 

(695)

Other

 

16

 

105

 

73

 

169

 

121

Changes in working capital and other items

 

16

 

107

 

189

 

(186)

 

46

Operating cash flows from continuing operations

 

 

 

742

 

706

 

1,189

 

1,139

Operating cash flows from discontinued operations

 

 

 

4

 

(1)

 

2

 

(2)

Net cash provided by operating activities

 

 

 

746

 

705

 

1,191

 

1,137

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

17

 

(24)

 

(19)

 

(630)

 

(467)

Proceeds (payments) related to disposals of businesses
   and investments

 

 

 

5

 

-

 

5

 

(4)

Proceeds from sales of LSEG shares

 

8

 

-

 

610

 

-

 

1,854

Capital expenditures

 

 

 

(163)

 

(152)

 

(314)

 

(297)

Other investing activities

 

 

 

-

 

6

 

1

 

6

Taxes paid on sales of LSEG shares and disposals of
   businesses

 

 

 

-

 

(121)

 

-

 

(137)

Net cash (used in) provided by investing activities

 

 

 

(182)

 

324

 

(938)

 

955

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Repayments of debt

 

 

 

(999)

 

-

 

(999)

 

(48)

Net repayments under short-term loan facilities

 

11

 

-

 

(703)

 

-

 

(139)

Payments of lease principal

 

 

 

(16)

 

(16)

 

(33)

 

(31)

Repurchases of common shares

 

15

 

-

 

(287)

 

-

 

(639)

Dividends paid on preference shares

 

 

 

(1)

 

(2)

 

(2)

 

(3)

Dividends paid on common shares

 

15

 

(260)

 

(235)

 

(519)

 

(472)

Purchase of non-controlling interests

 

17

 

-

 

(4)

 

-

 

(384)

Other financing activities

 

 

 

1

 

2

 

(10)

 

1

Net cash used in financing activities

 

 

 

(1,275)

 

(1,245)

 

(1,563)

 

(1,715)

Translation adjustments

 

 

 

4

 

(3)

 

6

 

(5)

(Decrease) increase in cash and cash equivalents

 

 

 

(707)

 

(219)

 

(1,304)

 

372

Cash and cash equivalents at beginning of period

 

 

 

1,371

 

1,889

 

1,968

 

1,298

Cash and cash equivalents at end of period

 

 

 

664

 

1,670

 

664

 

1,670

Supplemental cash flow information is provided in note 16.

 

 

 

 

 

 

Interest paid, net of debt related hedges

 

7

 

(54)

 

(59)

 

(72)

 

(84)

Interest received

 

7

 

13

 

17

 

32

 

30

Income taxes paid

 

16

 

(42)

 

(170)

 

(150)

 

(283)

 

Interest received and interest paid are reflected as operating cash flows.

Income taxes paid are reflected as either operating or investing cash flows depending on the nature of the underlying transaction.

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

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited)

 

(millions of U.S. dollars)

Stated
share
capital

Contributed
surplus

Total
capital

Retained
earnings

Unrecognized
gain (loss) on
financial
instruments

Foreign
currency
translation
adjustments

Total
accumulated
other
comprehensive
loss (“AOCL”)

Shareholders'
equity

Non-
controlling
interests

Total
equity

Balance, December 31, 2024

2,067

1,431

3,498

9,699

19

(1,210)

(1,191)

12,006

-

12,006

Net earnings

-

-

-

747

-

-

-

747

-

747

Other comprehensive income
   (loss)

-

-

-

29

(5)

302

297

326

-

326

Total comprehensive income
   (loss)

-

-

-

776

(5)

302

297

1,073

-

1,073

Transfer of gain on disposal of
   equity investments to retained
   earnings

-

-

-

1

(1)

-

(1)

-

-

-

Dividends declared on preference
   shares

-

-

-

(2)

-

-

-

(2)

-

(2)

Dividends declared on common
   shares

-

-

-

(536)

-

-

-

(536)

-

(536)

Shares issued under Dividend
   Reinvestment Plan (“DRIP”)

17

-

17

-

-

-

-

17

-

17

Stock compensation plans

94

(31)

63

(5)

-

-

-

58

-

58

Balance, June 30, 2025

2,178

1,400

3,578

9,933

13

(908)

(895)

12,616

-

12,616

 

(millions of U.S. dollars)

Stated
share
capital

Contributed
surplus

Total
capital

Retained
earnings

Unrecognized
gain on
financial
instruments

Foreign
currency
translation
adjustments

AOCL

Shareholders'
equity

Non-
controlling
interests
(see note
17)

Total
equity

Balance, December 31, 2023

1,901

1,504

3,405

8,680

21

(1,042)

(1,021)

11,064

-

11,064

Net earnings

-

-

-

1,322

-

-

-

1,322

(3)

1,319

Other comprehensive income
   (loss)

-

-

-

6

16

(82)

(66)

(60)

(5)

(65)

Total comprehensive income
   (loss)

-

-

-

1,328

16

(82)

(66)

1,262

(8)

1,254

Non-controlling interests on
   acquisition of subsidiaries

-

-

-

-

-

-

-

-

388

388

Purchase of non-controlling
   interests

-

-

-

(4)

-

-

-

(4)

(380)

(384)

Dividends declared on preference
   shares

-

-

-

(3)

-

-

-

(3)

-

(3)

Dividends declared on common
   shares

-

-

-

(487)

-

-

-

(487)

-

(487)

Shares issued under DRIP

15

-

15

-

-

-

-

15

-

15

Repurchases of common shares
   (see note 15)

(18)

-

(18)

(234)

-

-

-

(252)

-

(252)

Stock compensation plans

108

(87)

21

-

-

-

-

21

-

21

Balance, June 30, 2024

2,006

1,417

3,423

9,280

37

(1,124)

(1,087)

11,616

-

11,616

 

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

 

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Thomson Reuters Corporation

Notes to Consolidated Financial Statements (unaudited)

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

Note 1: Business Description and Basis of Preparation

General business description

 

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

 

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

 

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

These unaudited interim consolidated financial statements (“interim financial statements”) were approved by the Audit Committee of the Board of Directors of the Company on August 5, 2025.

Basis of preparation

The interim financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2024, except as described below. The interim financial statements comply with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board ("IASB"), have been omitted or condensed.

The preparation of financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving more judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements have been disclosed in note 2 of the consolidated financial statements for the year ended December 31, 2024.

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

The accompanying interim financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2024, which are included in the Company’s 2024 annual report.

References to “$” are to U.S. dollars, references to “C$” are to Canadian dollars, references to “£” are to British pounds sterling and references to SEK are to Swedish Kronor.

Changes in accounting policies

 

IAS 21, The Effect of Changes in Foreign Exchange Rates

In August 2023, the IASB issued amendments to IAS 21, which provide guidance on the determination of an exchange rate to translate transactions and financial statements denominated or presented in a currency that is not exchangeable into another currency. The amendments were effective for reporting periods beginning January 1, 2025 and did not have a material impact on the Company’s financial statements.

Recent accounting pronouncements

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

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

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

The consolidated income statement to be structured according to operating, investing and financing categories, and include additional subtotals for “Operating Profit” and “Profit Before Financing and Income Taxes”;
Management-defined performance measurements (“MPM's”), which represent certain of the Company’s non-IFRS measures, to be identified, defined, and have an explanation why each one is useful. Each MPM must be reconciled to the most directly comparable IFRS subtotal. All disclosures related to MPM’s must be disclosed in a single footnote within the consolidated financial statements; and
The application of enhanced guidance related to the grouping of financial information associated with amounts presented within the financial statements, otherwise known as aggregation or disaggregation.

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

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

Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures. The amendments introduce:

An election permitting derecognition of financial liabilities that are settled through an electronic payment system before the actual settlement date, if certain conditions are met; and
Expanded disclosures for (a) investments in equity instruments and (b) financial liabilities that have features unrelated to basic lending risks, such as achieving sustainability targets, that could affect the cash flows of those liabilities.

The amendments are effective for reporting periods beginning on January 1, 2026. The Company is assessing the impact of the amendments on its financial statements and its disclosures.

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

Note 2: Revenues

Revenues by type and geography

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

 

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

Legal Professionals

Corporates

Tax & Accounting Professionals

Reuters News

Global Print

Eliminations / Rounding

Total

Three months ended June 30,

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Recurring

689

702

413

382

190

179

176

164

-

-

(5)

(7)

1,463

1,420

Transactions

20

25

59

60

87

71

42

41

-

-

-

-

208

197

Global Print

-

-

-

-

-

-

-

-

114

123

-

-

114

123

Total

709

727

472

442

277

250

218

205

114

123

(5)

(7)

1,785

1,740

 

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

Legal Professionals

Corporates

Tax & Accounting Professionals

Reuters News

Global Print

Eliminations / Rounding

Total

Six months ended June 30,

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Recurring

1,364

1,400

813

752

397

378

351

328

-

-

(11)

(12)

2,914

2,846

Transactions

38

48

200

197

240

200

63

87

-

-

-

-

541

532

Global Print

-

-

-

-

-

-

-

-

230

247

-

-

230

247

Total

1,402

1,448

1,013

949

637

578

414

415

230

247

(11)

(12)

3,685

3,625

 

Page 47


Thomson Reuters Second Quarter Report 2025

img22008411_0.jpg

 

 

 

 

 

 

 

Revenues by geography(1)
(millions of U.S. dollars)

Legal Professionals

Corporates

Tax & Accounting Professionals

Reuters News

Global Print

Eliminations / Rounding

Total

Three months ended June 30,

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

U.S.

552

585

359

338

204

185

61

50

90

96

(5)

(7)

1,261

1,247

Canada

29

26

4

3

13

12

1

2

8

10

-

-

55

53

Other

8

8

23

23

44

39

3

2

3

3

-

-

81

75

Americas

589

619

386

364

261

236

65

54

101

109

(5)

(7)

1,397

1,375

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.K.

74

67

38

37

9

7

107

107

8

7

-

-

236

225

Other

13

11

35

28

1

2

34

31

1

2

-

-

84

74

EMEA

87

78

73

65

10

9

141

138

9

9

-

-

320

299

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia Pacific

33

30

13

13

6

5

12

13

4

5

-

-

68

66

Total

709

727

472

442

277

250

218

205

114

123

(5)

(7)

1,785

1,740

 

Revenues by geography(1)
(millions of U.S. dollars)

Legal Professionals

Corporates

Tax & Accounting Professionals

Reuters News

Global Print

Eliminations / Rounding

Total

Six months ended June 30,

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

U.S.

1,098

1,171

774

729

499

450

102

112

182

191

(11)

(12)

2,644

2,641

Canada

56

49

9

8

25

25

2

3

15

20

-

-

107

105

Other

16

15

46

49

85

77

5

4

6

6

-

-

158

151

Americas

1,170

1,235

829

786

609

552

109

119

203

217

(11)

(12)

2,909

2,897

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.K.

146

133

76

71

15

14

217

212

16

16

-

-

470

446

Other

24

21

76

63

3

3

63

59

2

3

-

-

168

149

EMEA

170

154

152

134

18

17

280

271

18

19

-

-

638

595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia Pacific

62

59

32

29

10

9

25

25

9

11

-

-

138

133

Total

1,402

1,448

1,013

949

637

578

414

415

230

247

(11)

(12)

3,685

3,625

 

(1)
Revenues by geography are based on the location of the customer. Revenues from the Reuters News agreement with the Data & Analytics business of London Stock Exchange Group (“LSEG”), the Company’s largest customer, are included entirely in the U.K. Canada represents the Company's country of domicile. Americas represents North America, Latin America and South America and EMEA represents Europe, Middle East and Africa.

Note 3: Segment Information

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

Legal Professionals

 

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

Corporates

 

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

Tax & Accounting Professionals

 

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

Reuters News

 

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

Global Print

 

Provides legal and tax information primarily in print format to customers around the world and provides commercial printing services to a wide range of book publishers.

Page 48


Thomson Reuters Second Quarter Report 2025

img22008411_0.jpg

 

 

 

 

 

 

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

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

(millions of U.S. dollars)

 

 

 

2025

 

2024

 

2025

 

2024

Revenues

 

 

 

 

 

 

 

 

 

 

   Legal Professionals

 

 

 

709

 

727

 

1,402

 

1,448

   Corporates

 

 

 

472

 

442

 

1,013

 

949

   Tax & Accounting Professionals

 

 

 

277

 

250

 

637

 

578

   Reuters News

 

 

 

218

 

205

 

414

 

415

   Global Print

 

 

 

114

 

123

 

230

 

247

Eliminations/Rounding

 

 

 

(5)

 

(7)

 

(11)

 

(12)

Revenues

 

 

 

1,785

 

1,740

 

3,685

 

3,625

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

   Legal Professionals

 

 

 

339

 

327

 

675

 

669

   Corporates

 

 

 

169

 

163

 

382

 

356

   Tax & Accounting Professionals

 

 

 

113

 

91

 

323

 

272

   Reuters News

 

 

 

45

 

51

 

84

 

111

   Global Print

 

 

 

41

 

43

 

85

 

90

Total reportable segments adjusted EBITDA

 

 

 

707

 

675

 

1,549

 

1,498

Corporate costs

 

 

 

(29)

 

(29)

 

(62)

 

(46)

Fair value adjustments(1)

 

 

 

(17)

 

4

 

(34)

 

2

Depreciation

 

 

 

(28)

 

(29)

 

(55)

 

(57)

Amortization of computer software

 

 

 

(178)

 

(154)

 

(352)

 

(307)

Amortization of other identifiable intangible assets

 

 

 

(24)

 

(23)

 

(49)

 

(48)

Other operating gains (losses), net

 

 

 

5

 

(29)

 

2

 

(70)

Operating profit

 

 

 

436

 

415

 

999

 

972

Net interest expense

 

 

 

(35)

 

(36)

 

(65)

 

(76)

Other finance (costs) income

 

 

 

(48)

 

2

 

(58)

 

24

Share of post-tax (losses) earnings in equity method
   investments

 

 

 

(4)

 

61

 

(10)

 

53

Tax (expense) benefit

 

 

 

(52)

 

402

 

(144)

 

335

Earnings from continuing operations

 

 

 

297

 

844

 

722

 

1,308

 

(1)
Includes acquired deferred revenue of $10 million (2024 - $2 million) and $20 million (2024 - $6 million) in the three and six months ended June 30, 2025, respectively.

Reuters News revenues included $5 million (2024 - $7 million) and $11 million (2024 - $12 million) in the three and six months ended June 30, 2025, respectively, primarily from content-related services that it provided to the Legal Professionals, Corporates and Tax & Accounting Professionals segments.

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

Segment Adjusted EBITDA

Segment adjusted EBITDA represents earnings or loss from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of computer software and other identifiable intangible assets, the Company’s share of post-tax earnings or losses in equity method investments, other operating gains or losses, certain asset impairment charges, corporate related items and fair value adjustments, including those related to acquired deferred revenue.
The Company does not consider these excluded items to be controllable operating activities for purposes of assessing the current performance of the reportable segments.

Each segment includes an allocation of costs, based on usage or other applicable measures, for centralized support services such as technology-related services, commercial operations, marketing costs, and product and content development. Additionally, product costs are allocated when one segment sells products managed by another segment. Corporate costs, which includes expenses for centrally managed functions such as finance, legal and human resources, are not allocated to the segments.

Page 49


Thomson Reuters Second Quarter Report 2025

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Note 4: Seasonality

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

Note 5: Operating Expenses

The components of operating expenses include the following:

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

(millions of U.S. dollars)

 

 

 

2025

 

2024

 

2025

 

2024

Salaries, commissions and allowances

 

 

 

593

 

601

 

1,166

 

1,171

Share-based payments

 

 

 

29

 

23

 

57

 

42

Post-employment benefits

 

 

 

36

 

31

 

68

 

62

Total staff costs

 

 

 

658

 

655

 

1,291

 

1,275

Goods and services(1)

 

 

 

370

 

353

 

740

 

726

Content

 

 

 

68

 

69

 

146

 

140

Telecommunications

 

 

 

12

 

10

 

23

 

19

Facilities

 

 

 

9

 

9

 

18

 

19

Fair value adjustments(2)

 

 

 

7

 

(6)

 

14

 

(8)

Total operating expenses

 

 

 

1,124

 

1,090

 

2,232

 

2,171

 

(1)
Goods and services include technology-related expenses, professional fees, consulting, contractors, marketing and other general and administrative costs.
(2)
Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business.

Note 6: Other Operating Gains (Losses), Net

Other operating gains (losses), net, were $5 million and $2 million in the three and six months ended June 30, 2025, respectively, and were not significant.

Other operating gains (losses), net, were $(29) million and $(70) million in the three and six months ended June 30, 2024, respectively. Both periods included an impairment of an equity method investment, which reflected a decline in the value of the Company's commercial real estate holding. The six months ended June 30, 2024 also included acquisition-related deal costs and costs related to a legal provision.

Note 7: Finance Costs, Net

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

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

(millions of U.S. dollars)

 

 

 

2025

 

2024

 

2025

 

2024

Interest expense:

 

 

 

 

 

 

 

 

 

 

   Debt

 

 

 

28

 

36

 

58

 

76

   Other, net

 

 

 

8

 

7

 

14

 

9

Fair value (gains) losses on cash flow hedges, transfer from equity

 

(28)

 

12

 

(27)

 

39

Net foreign exchange losses (gains) on debt

 

 

 

28

 

(12)

 

27

 

(39)

Net interest expense - debt and other

 

 

 

36

 

43

 

72

 

85

Net interest expense - leases

 

 

 

4

 

4

 

7

 

7

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

 

6

 

6

 

13

 

12

Interest income

 

 

 

(11)

 

(17)

 

(27)

 

(28)

Net interest expense

 

 

 

35

 

36

 

65

 

76

 

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

(millions of U.S. dollars)

 

 

 

2025

 

2024

 

2025

 

2024

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

 

50

 

(5)

 

56

 

(31)

Other

 

 

 

(2)

 

3

 

2

 

7

Other finance costs (income)

 

 

 

48

 

(2)

 

58

 

(24)

 

Page 50


Thomson Reuters Second Quarter Report 2025

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

Note 8: Equity Method Investments

 

Equity method investments in the consolidated statement of financial position were $284 million and $269 million as of June 30, 2025 and December 31, 2024, respectively. The Company’s share of post-tax (losses) earnings in equity method investments in the consolidated income statement were $(4) million (2024 - $61 million) and $(10) million (2024 - $53 million) in the three and six months ended June 30, 2025, respectively.

 

In May 2024, the Company sold all of its remaining LSEG shares that it indirectly owned through its direct investment in York Parent Limited and its subsidiaries (“YPL”) which, from the date the remaining shares were sold, was no longer a material associate of the Company. In the three months ended June 30, 2024, the Company sold 5.9 million shares of LSEG and received $610 million of proceeds, which was net of a $33 million payment to settle its remaining foreign exchange contracts (see note 11). In the six months ended June 30, 2024, the Company sold 16.0 million shares of LSEG and received $1,854 million of proceeds, which was net of $24 million received from the settlement of foreign exchange contracts. All the proceeds, including amounts related to the settlement of the foreign exchange contracts, were presented as investing activities in the consolidated statement of cash flow.

 

The Company’s share of post-tax earnings (losses) in its YPL investment in the three and six months ended June 30, 2024 was comprised of the following items:

 

 

 

 

 

Three months ended June 30,

 

Six months ended June 30,

(millions of U.S. dollars)

 

 

 

 

 

2024

 

 

 

2024

Decrease in LSEG share price

 

 

 

 

 

(36)

 

 

 

(86)

Foreign exchange gains (losses) on LSEG shares

 

 

 

 

 

3

 

 

 

(3)

Dividend income

 

 

 

 

 

6

 

 

 

6

Gain from call options

 

 

 

 

 

 

 

 

22

Historical excluded equity adjustment(1)

 

 

 

 

 

95

 

 

 

129

YPL - Share of post-tax earnings in equity method investments

 

 

 

68

 

 

 

68

 

(1)
Represents income from the recognition of the remaining cumulative impact of equity transactions that were excluded from the Company’s investment in YPL.

Set forth below is summarized financial information for 100% of YPL for the three and six months ended June 30, 2024.

 

 

 

 

 

Three months ended June 30,

 

Six months ended June 30,

(millions of U.S. dollars)

 

 

 

 

 

2024

 

 

 

2024

Mark-to-market of LSEG shares

 

 

 

 

 

(136)

 

 

 

(394)

Dividend income

 

 

 

 

 

32

 

 

 

32

Gain from call options

 

 

 

 

 

18

 

 

 

92

Net loss

 

 

 

 

 

(86)

 

 

 

(270)

Total comprehensive loss

 

 

 

 

 

(86)

 

 

 

(270)

Note 9: Taxation

 

Tax expense was $52 million and $144 million in the three and six months ended June 30, 2025, respectively. Tax benefit was $402 million and $335 million in the three and six months ended June 30, 2024, respectively, due to a $468 million benefit from the recognition of a deferred tax asset relating to tax legislation enacted in Canada. The legislation reduced the Company’s ability to deduct interest expense against its Canadian taxable income, thereby increasing Canadian taxable profits such that the Company expects to utilize tax loss carryforwards and other tax attributes, which it had not previously recognized as a deferred tax asset.

Additionally, in January 2024, the Company began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development and enacted by key jurisdictions in which the Company operates. These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of top-up taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. The Company recorded $1 million (2024 - $5 million) and $3 million (2024 - $7 million) in top-up tax expense in the three and six months ended June 30, 2025, respectively, which was attributable to its earnings in Switzerland.

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

Page 51


Thomson Reuters Second Quarter Report 2025

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On July 4, 2025, the U.S. enacted tax reform legislation as part of the One Big Beautiful Bill Act ("OBBBA"). The OBBBA leaves the U.S. corporate tax rate unchanged at 21%. In addition, the OBBBA extends or revises key provisions of the Tax Cuts and Jobs Act enacted in 2017, which were set to expire or change at the end of 2025.

Based on the Company's preliminary interpretation of the OBBBA, the tax reforms introduced are not expected to have a material impact on its consolidated financial statements. However, given the complexity of tax laws, related regulations, and evolving interpretations, the Company's estimates may require revision as additional information becomes available regarding the application of the OBBBA provisions.

Note 10: Earnings Per Share

Basic earnings per share was calculated by dividing earnings attributable to common shareholders less dividends declared on preference shares by the sum of the weighted-average number of common shares outstanding and vested deferred share units (“DSUs”) outstanding during the period. DSUs represent common shares that certain employees have elected to receive in the future upon vesting of share-based compensation awards or in lieu of cash compensation.

Diluted earnings per share was calculated using the denominator of the basic calculation described above adjusted to include the potentially dilutive effect of outstanding stock options and time-based restricted share units (“TRSUs”).

Earnings used in determining consolidated earnings per share and earnings per share from continuing operations are as follows:

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

(millions of U.S. dollars)

 

 

 

2025

 

2024

 

2025

 

2024

Earnings attributable to common shareholders

 

 

 

313

 

841

 

747

 

1,322

Less: Dividends declared on preference shares

 

 

 

(1)

 

(2)

 

(2)

 

(3)

Earnings used in consolidated earnings per share

 

 

 

312

 

839

 

745

 

1,319

Less: (Earnings) loss from discontinued operations, net of tax

 

(16)

 

3

 

(25)

 

(11)

Earnings used in earnings per share from continuing operations

 

296

 

842

 

720

 

1,308

 

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

 

 

 

 

Three months ended
June 30,

 

 

Six months ended
June 30,

 

 

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Weighted-average number of common shares outstanding

 

 

450,543,811

 

 

 

450,225,673

 

 

 

450,349,667

 

 

 

451,105,234

 

Weighted-average number of vested DSUs

 

 

 

 

130,015

 

 

 

138,688

 

 

 

131,439

 

 

 

139,131

 

Basic

 

 

 

 

450,673,826

 

 

 

450,364,361

 

 

 

450,481,106

 

 

 

451,244,365

 

Effect of stock options and TRSUs

 

 

 

 

531,006

 

 

 

547,152

 

 

 

544,701

 

 

 

642,293

 

Diluted

 

 

 

 

451,204,832

 

 

 

450,911,513

 

 

 

451,025,807

 

 

 

451,886,658

 

 

Page 52


Thomson Reuters Second Quarter Report 2025

img22008411_0.jpg

 

 

 

 

 

 

Note 11: Financial Instruments

Financial assets and liabilities

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

 

June 30, 2025
(millions of U.S. dollars)

 

Assets/ (Liabilities) at Amortized Cost

 

Assets/ (Liabilities) at Fair Value through Earnings

 

Assets at Fair Value through Other Comprehensive Income or Loss

 

Derivatives Used for Hedging

 

Total

Cash and cash equivalents

 

292

 

372

 

-

 

-

 

664

Trade and other receivables

 

1,088

 

-

 

-

 

-

 

1,088

Other financial assets - current

 

5

 

58

 

-

 

-

 

63

Other financial assets -
   non-current

10

 

326

 

118

 

-

 

454

Current indebtedness

 

(499)

 

-

 

-

 

-

 

(499)

Trade payables (see note 13)

 

(135)

 

-

 

-

 

-

 

(135)

Accruals (see note 13)

 

(636)

 

-

 

-

 

-

 

(636)

Other financial liabilities -
   current
(1)

 

(86)

 

(26)

 

-

 

-

 

(112)

Long-term indebtedness

 

(1,342)

 

-

 

-

 

-

 

(1,342)

Other financial liabilities -
   non-current
(2)

 

(199)

 

(13)

 

-

 

-

 

(212)

Total

 

(1,502)

 

717

 

118

 

-

 

(667)

 

December 31, 2024
(millions of U.S. dollars)

 

Assets/ (Liabilities) at Amortized Cost

 

Assets/ (Liabilities) at Fair Value through Earnings

 

Assets at Fair Value through Other Comprehensive Income or Loss

 

Derivatives Used for Hedging

 

Total

Cash and cash equivalents

 

873

 

1,095

 

-

 

-

 

1,968

Trade and other receivables

 

1,087

 

-

 

-

 

-

 

1,087

Other financial assets - current

 

7

 

28

 

-

 

-

 

35

Other financial assets -
   non-current

 

11

 

332

 

99

 

-

 

442

Current indebtedness

 

(973)

 

-

 

-

 

-

 

(973)

Trade payables (see note 13)

 

(176)

 

-

 

-

 

-

 

(176)

Accruals (see note 13)

 

(799)

 

-

 

-

 

-

 

(799)

Other financial liabilities -
   current
(1)

 

(75)

 

(17)

 

-

 

(21)

 

(113)

Long-term indebtedness

 

(1,847)

 

-

 

-

 

-

 

(1,847)

Other financial liabilities -
   non-current
(2)

 

(198)

 

(34)

 

-

 

-

 

(232)

Total

 

(2,090)

 

1,404

 

99

 

(21)

 

(608)

 

 

(1)
Includes lease liabilities of $62 million (2024 - $58 million).
(2)
Includes lease liabilities of $190 million (2024 - $198 million).

Cash and cash equivalents

Of total cash and cash equivalents, $123 million and $115 million as of June 30, 2025 and December 31, 2024, respectively, were held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and were therefore not available for general use by the Company.

Commercial paper program

The Company’s $2.0 billion commercial paper program provides cost-effective and flexible short-term funding. There was no commercial paper outstanding as of June 30, 2025 and December 31, 2024.

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Credit facility

The Company has a $2.0 billion syndicated credit facility agreement which matures in November 2027 and may be used to provide liquidity for general corporate purposes (including acquisitions or support for its commercial paper program). There were no outstanding borrowings under the credit facility as of June 30, 2025 and December 31, 2024. Based on the Company’s current credit ratings, the cost of borrowing under the facility is priced at the Term Secured Overnight Financing Rate (“SOFR”)/Euro Interbank Offered Rate (“EURiBOR”)/Simple Sterling Overnight Index Average (“SONIA”) plus 91 basis points. The Company has the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $2.6 billion.

The Company guarantees borrowings by its subsidiaries under the credit facility. The Company must also maintain a ratio of net debt as defined in the credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If the Company were to complete an acquisition with a purchase price of over $500 million, the Company may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of June 30, 2025, the Company complied with this covenant as its ratio of net debt to EBITDA, as calculated under the terms of its syndicated credit facility, was 0.4:1.

Foreign exchange contracts

The Company previously entered into foreign exchange contracts that were intended to reduce foreign currency risk related to a portion of its former indirect investment in LSEG, which was denominated in British pounds sterling. These instruments were not related to changes in the LSEG share price. In May 2024, the Company settled its remaining foreign exchange contracts in conjunction with the sale of its remaining shares in LSEG (see note 8). There were no foreign exchange contracts outstanding as of June 30, 2025 and December 31, 2024.

In the three months ended June 30, 2024, the Company settled foreign exchange contracts with a notional amount of £300 million ($349 million) for net payments of $33 million in conjunction with the sale of 5.9 million LSEG shares. In the six months ended June 30, 2024, the Company settled foreign exchange contracts with a notional amount of £1.2 billion ($1.6 billion) for net proceeds of $24 million in conjunction with the sale of 16.0 million LSEG shares.

The foreign exchange contracts were reported at fair value on the consolidated statement of financial position, with changes in their fair value recorded through the consolidated income statement. In the three and six months ended June 30, 2024, losses of $3 million and $2 million, respectively, were reported in “Other finance (costs) income” within the consolidated income statement, with respect to these foreign exchange contracts due to fluctuations in the U.S. dollar – British pounds sterling exchange rate.

Fair Value

The fair values of cash and cash equivalents, trade and other receivables, trade payables and accruals approximate their carrying amounts because of the short-term maturity of these instruments. The fair value of long-term debt and related derivative instruments is set forth below.

Debt and Related Derivative Instruments

Carrying Amounts

Amounts recorded in the consolidated statement of financial position are referred to as “carrying amounts”. The carrying amounts of primary debt are reflected in “Current indebtedness” or “Long-term indebtedness” and the carrying amounts of derivative instruments are included in “Other financial assets” and “Other financial liabilities”, current or non-current, within the consolidated statement of financial position, as appropriate.

Fair Value

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

 

Debt Exchange

 

In March 2025, the Company completed the debt exchange offers it announced in February 2025. The purpose of the exchange was to optimize the Company’s capital structure and align indebtedness to revenue generation. Holders of U.S. dollar denominated notes originally issued by Thomson Reuters Corporation (“TRC”), the “Old Notes”, were offered the option to receive notes issued by TR Finance LLC (“TR Finance”), an indirect 100% owned U.S. subsidiary of TRC, the “New Notes”. The results of the exchange are as follows:

 

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Series of notes
(millions of U.S. dollars)

 

Principal amount New Notes issued by TR Finance

 

 

Principal amount remaining Old Notes of TRC

 

 

Principal amount outstanding notes

 

3.35% Notes due 2026

 

 

441

 

 

 

59

 

 

 

500

 

5.85% Notes due 2040

 

 

453

 

 

 

47

 

 

 

500

 

4.50% Notes due 2043

 

 

84

 

 

 

35

 

 

 

119

 

5.65% Notes due 2043

 

 

337

 

 

 

13

 

 

 

350

 

5.50% Debentures due 2035

 

 

373

 

 

 

27

 

 

 

400

 

Total

 

 

1,688

 

 

 

181

 

 

 

1,869

 

 

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

 

The exchange was not a debt extinguishment. Accordingly, the transaction did not result in a derecognition of the existing indebtedness. In the six months ended June 30, 2025, the Company paid $4 million in solicitation fees to noteholders who participated in the exchange offers. This amount was included in “Other finance (costs) income” within the consolidated income statement. In addition, $8 million of transaction costs were reflected as a reduction in the carrying value of “Long-term indebtedness” within the consolidated statement of financial position. Cash payments for costs and fees of the exchange are reported in “Other financing activities” within the consolidated statement of cash flow.

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

 

 

 

Carrying Amount

 

Fair Value

June 30, 2025
(millions of U.S. dollars)

 

Primary Debt Instruments

 

Derivative Instruments

 

Primary Debt Instruments

 

Derivative Instruments

$500 3.35% Notes due 2026

 

499

 

-

 

494

 

-

$500 5.85% Notes due 2040

 

491

 

-

 

503

 

-

$119 4.50% Notes due 2043

 

116

 

-

 

93

 

-

$350 5.65% Notes due 2043

 

340

 

-

 

337

 

-

$400 5.50% Debentures due 2035

 

395

 

-

 

396

 

-

Total

 

1,841

 

-

 

1,823

 

-

Current portion

 

499

 

-

 

 

 

 

Long-term portion

 

1,342

 

-

 

 

 

 

 

 

 

Carrying Amount

 

Fair Value

December 31, 2024
(millions of U.S. dollars)

 

Primary Debt Instruments

 

Derivative Instruments

 

Primary Debt Instruments

 

Derivative Instruments

C$1,400 2.239% Notes due 2025

 

973

 

21

 

968

 

21

$500 3.35% Notes due 2026

 

499

 

-

 

491

 

-

$500 5.85% Notes due 2040

 

493

 

-

 

507

 

-

$119 4.50% Notes due 2043

 

116

 

-

 

94

 

-

$350 5.65% Notes due 2043

 

342

 

-

 

338

 

-

$400 5.50% Debentures due 2035

 

397

 

-

 

401

 

-

Total

 

2,820

 

21

 

2,799

 

21

Current portion

 

973

 

21

 

 

 

 

Long-term portion

 

1,847

 

-

 

 

 

 

 

Debt Repayment

In May 2025, the Company repaid its C$1.4 billion (U.S. $1.0 billion) 2.239% notes upon maturity with cash on hand and settled the related cash flow hedge derivative instruments.

Fair value estimation

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

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

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

 

June 30, 2025
(millions of U.S. dollars)

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total
Balance

Assets

 

 

 

 

 

 

 

 

 

 

Money market accounts and other securities

 

-

 

372

 

-

 

372

Other receivables(1)

 

-

 

-

 

384

 

384

Financial assets at fair value through earnings

 

-

 

372

 

384

 

756

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

 

-

 

-

 

118

 

118

Total assets

 

-

 

372

 

502

 

874

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Contingent consideration(3)

 

-

 

-

 

(39)

 

(39)

Financial liabilities at fair value through earnings

 

-

 

-

 

(39)

 

(39)

Total liabilities

 

-

 

-

 

(39)

 

(39)

 

December 31, 2024
(millions of U.S. dollars)

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total
Balance

Assets

 

 

 

 

 

 

 

 

 

 

Money market accounts and other securities

 

-

 

1,095

 

-

 

1,095

Other receivables(1)

 

 

 

-

 

-

 

360

 

360

Financial assets at fair value through earnings

 

-

 

1,095

 

360

 

1,455

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

 

1

 

-

 

98

 

99

Total assets

 

1

 

1,095

 

458

 

1,554

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Derivatives used for hedging(4)

 

-

 

(21)

 

-

 

(21)

Contingent consideration(3)

 

-

 

-

 

(51)

 

(51)

Financial liabilities at fair value through earnings

 

-

 

(21)

 

(51)

 

(72)

Total liabilities

 

-

 

(21)

 

(51)

 

(72)

 

(1)
Receivables under an indemnification arrangement and contingent receivable (see below).
(2)
Investments in entities over which the Company does not have control, joint control or significant influence.
(3)
Obligations to pay additional consideration for prior acquisitions, based upon performance measures contractually agreed at the time of purchase, and to purchase shares from minority owners of a subsidiary.
(4)
Comprised of fixed-to-fixed cross-currency swaps on indebtedness.

 

As of June 30, 2025, other receivables in level 3 of the fair value measurement hierarchy include $294 million (2024 - $272 million) due from an indemnification arrangement and $90 million (2024 - $88 million) in contingent receivables from the sale of our FindLaw business in December 2024, the fair value of which is subject to the achievement of certain performance milestones through June 2026. The increase in the receivable between June 30, 2025 and December 31, 2024 is primarily due to fair value gains associated with the indemnification arrangement due to net foreign exchange gains and changes in interest rates associated with the indemnifying party’s credit profile, which are included in “Earnings (loss) from discontinued operations, net of tax”, within the consolidated income statement.

The Company recognizes transfers into and out of the fair value measurement hierarchy levels at the end of the reporting period in which the event or change in circumstances that caused the transfer occurred. There were no transfers between hierarchy levels for the six months ended June 30, 2025.

Valuation Techniques

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

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Specific valuation techniques used to value financial instruments include:

The fair value of investments predominantly reflect pricing from equity funding rounds;
The fair value of receivables due under indemnification arrangement considers estimated future cash flows, current market interest rates and non-performance risk;
The fair value of contingent receivables from the sale of FindLaw are based on a discounted cash flow analysis;
The fair value of contingent consideration liability is calculated based on estimates of future revenue performance or the achievement of certain commercial milestones; and
As of December 31, 2024, the fair value of cross-currency interest rate swaps were calculated as the present value of the estimated future cash flows based on observable yield curves.

Note 12: Other Non-Current Assets

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

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

(millions of U.S. dollars)

 

 

 

 

 

 

 

2025

 

 

2024

 

Cash surrender value of life insurance policies

 

 

 

 

 

 

 

 

376

 

 

 

370

 

Deferred commissions

 

 

 

 

 

 

 

 

90

 

 

 

98

 

Net defined benefit plan surpluses

 

 

 

 

 

 

 

 

45

 

 

 

40

 

Other non-current assets(1)

 

 

 

 

 

 

 

 

114

 

 

 

117

 

Total other non-current assets

 

 

 

 

 

 

 

 

625

 

 

 

625

 

 

(1)
Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $98 million and $89 million as of June 30, 2025 and December 31, 2024, respectively (see note 18).

Note 13: Payables, Accruals and Provisions

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

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

(millions of U.S. dollars)

 

 

 

 

 

 

 

2025

 

 

2024

 

Trade payables

 

 

 

 

 

 

 

 

135

 

 

 

176

 

Accruals

 

 

 

 

 

 

 

 

636

 

 

 

799

 

Provisions

 

 

 

 

 

 

 

 

62

 

 

 

63

 

Other current liabilities

 

 

 

 

 

 

 

 

59

 

 

 

53

 

Total payables, accruals and provisions

 

 

 

 

 

 

 

 

892

 

 

 

1,091

 

 

Note 14: Provisions and Other Non-Current Liabilities

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

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

(millions of U.S. dollars)

 

 

 

 

 

 

 

2025

 

 

2024

 

Net defined benefit plan obligations

 

 

 

 

 

 

 

 

500

 

 

 

523

 

Deferred compensation and employee incentives

 

 

 

 

 

 

 

 

73

 

 

 

75

 

Provisions

 

 

 

 

 

 

 

 

66

 

 

 

62

 

Other non-current liabilities

 

 

 

 

 

 

 

 

4

 

 

 

15

 

Total provisions and other non-current liabilities

 

 

 

 

 

 

 

 

643

 

 

 

675

 

 

Note 15: Capital

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

The Company buys back shares (and subsequently cancels them) from time to time as part of its capital strategy. Share repurchases are typically executed under a NCIB. On November 1, 2023, the Company announced that it planned to repurchase up to $1.0 billion of its common shares under a renewed NCIB, which was completed in May 2024.

 

There were no share repurchases in the six months ended June 30, 2025. Details of share repurchases in the three and six months ended June 30, 2024 are as follows:

 

 

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

 

 

 

2024

 

 

 

2024

Share repurchases (millions of U.S. dollars)

 

 

 

 

 

287

 

 

 

639

Shares repurchased (number in millions)

 

 

 

 

 

1.8

 

 

 

4.1

Share repurchases - average price per share

 

 

 

 

 

$161.32

 

 

 

$156.92

 

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Dividends

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

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

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

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

 

 

 

2025

 

2024

 

2025

 

2024

Dividends declared per common share

 

 

 

$0.595

 

$0.54

 

$1.19

 

$1.08

 

 

 

 

 

 

 

 

 

 

 

Dividends declared

 

 

 

269

 

243

 

536

 

487

Dividends reinvested

 

 

 

(9)

 

(8)

 

(17)

 

(15)

Dividends paid

 

 

 

260

 

235

 

519

 

472

 

Note 16: Supplemental Cash Flow Information

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

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

(millions of U.S. dollars)

 

 

 

2025

 

2024

 

2025

 

2024

Non-cash employee benefit charges

 

 

 

44

 

36

 

85

 

70

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

 

49

 

(2)

 

58

 

(25)

Fair value adjustments (see note 5)

 

 

 

7

 

(6)

 

14

 

(8)

Other

 

 

 

5

 

45

 

12

 

84

 

 

 

105

 

73

 

169

 

121

 

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

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

(millions of U.S. dollars)

 

 

 

2025

 

2024

 

2025

 

2024

Trade and other receivables

 

 

 

(25)

 

(57)

 

27

 

44

Prepaid expenses and other current assets

 

 

 

(1)

 

(14)

 

16

 

(11)

Payables, accruals and provisions

 

 

 

6

 

87

 

(239)

 

(187)

Deferred revenue

 

 

 

127

 

96

 

61

 

20

Income taxes(1)

 

 

 

11

 

94

 

(24)

 

214

Other

 

 

 

(11)

 

(17)

 

(27)

 

(34)

 

 

 

107

 

189

 

(186)

 

46

 

(1)
The three and six months ended June 30, 2024 includes current tax liabilities that were recorded on the sale of LSEG shares (see note 8), for which the tax payments are included in investing activities.

 

Details of income taxes paid are as follows:

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

(millions of U.S. dollars)

 

 

 

2025

 

2024

 

2025

 

2024

Operating activities - continuing operations

 

 

 

(42)

 

(49)

 

(150)

 

(146)

Investing activities - continuing operations

 

 

 

-

 

(121)

 

-

 

(137)

Total income taxes paid

 

 

 

(42)

 

(170)

 

(150)

 

(283)

 

Note 17: Acquisitions

Acquisitions include the purchase of a controlling or a non-controlling interest in a business. Acquisitions also include asset acquisitions for the purchase of other identifiable intangible assets. Acquisitions where control is acquired are integrated into existing operations of the Company to broaden its offerings to customers as well as its presence in global markets. The results of acquired businesses are included in the consolidated financial statements from the date of acquisition.

In 2024, the Company acquired Pagero in stages, resulting in the presentation of the consideration in the investing and financing sections of the consolidated statement of cash flow. See “Pagero” section below for additional details.

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Acquisition activity

The number of acquisitions completed, and the related consideration in the three and six months ended June 30, 2025 and 2024 are as follows:

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

Number of transactions

 

2025

 

2024

 

2025

 

2024

Businesses acquired

 

-

 

-

 

1

 

2

Investments in businesses

 

5

 

2

 

7

 

4

Asset acquisitions

 

-

 

1

 

-

 

1

 

 

5

 

3

 

8

 

7

 

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

Total consideration

 

2025

 

2024

 

2025

 

2024

Businesses acquired, net of cash

 

-

 

-

 

585

 

438

Investments in businesses

 

18

 

3

 

28

 

9

Asset acquisitions

 

-

 

15

 

-

 

15

Deferred and contingent consideration
   payments

 

6

 

1

 

17

 

5

 

 

24

 

19

 

630

 

467

 

The following provides a brief description of the most significant acquisitions completed in the six months ended June 30, 2025 and 2024:

 

Date

Company

Acquiring Segments

Description

January 2025

cPaperless, LLC ("SafeSend")

Tax & Accounting Professionals

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

January 2024

Pagero Group AB (publ) (“Pagero”)

Corporates

A global leader in e-invoicing and indirect tax solutions, which it delivers through its Smart Business Network.

January 2024

World Business Media Limited ("The Insurer")

Reuters News

A cross-platform, subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry.

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

 

Six months ended June 30,

 

 

 

Six months ended June 30,

(millions of U.S. dollars)

 

2025

 

 

 

2024

SafeSend

 

 

 

Pagero

 

Other

 

Total

Cash and cash equivalents

 

14

 

 

 

10

 

2

 

12

Trade receivables

 

11

 

 

 

21

 

3

 

24

Prepaid expenses and other current assets

 

2

 

 

 

6

 

1

 

7

   Current assets

 

27

 

 

 

37

 

6

 

43

Property and equipment

 

1

 

 

 

8

 

-

 

8

Computer software

 

225

 

 

 

255

 

-

 

255

Other identifiable intangible assets

 

38

 

 

 

30

 

18

 

48

Equity method investments

 

-

 

 

 

45

 

-

 

45

Other non-current assets

 

1

 

 

 

4

 

-

 

4

Total assets

 

292

 

 

 

379

 

24

 

403

Payables and accruals

 

(4)

 

 

 

(39)

 

(1)

 

(40)

Current taxes payable

 

-

 

 

 

(1)

 

(1)

 

(2)

Deferred revenue

 

(16)

 

 

 

(17)

 

(5)

 

(22)

Other financial liabilities

 

-

 

 

 

(2)

 

(6)

 

(8)

   Current liabilities

 

(20)

 

 

 

(59)

 

(13)

 

(72)

Long-term indebtedness

 

-

 

 

 

(48)

 

-

 

(48)

Provisions and other non-current liabilities

 

-

 

 

 

(1)

 

-

 

(1)

Other financial liabilities

 

(1)

 

 

 

(14)

 

(11)

 

(25)

Deferred tax

 

(56)

 

 

 

(33)

 

(5)

 

(38)

Total liabilities

 

(77)

 

 

 

(155)

 

(29)

 

(184)

Net assets acquired

 

215

 

 

 

224

 

(5)

 

219

Goodwill

 

384

 

 

 

573

 

46

 

619

Total

 

599

 

 

 

797

 

41

 

838

Businesses acquired, net of cash

 

585

 

 

 

399

 

39

 

438

Non-controlling interests

 

-

 

 

 

388

 

-

 

388

 

The excess of the purchase price over the net assets acquired was recorded as goodwill and reflects synergies and the value of the acquired workforce. Relative to the acquisitions completed in the six months ended June 30, 2025 and 2024, the majority of goodwill is not expected to be deductible for tax purposes.

Purchase price allocation

Purchase price allocations related to certain acquisitions may be subject to adjustment pending completion of final valuations. Purchase price allocations related to the Company's Pagero acquisition were completed as of December 31, 2024. Accordingly, the net assets acquired as of June 30, 2024 were revised to reflect the final purchase price adjustments, including computer software, other identifiable intangible assets, goodwill, equity method investments, cash and cash equivalents and other assets.

Pagero

In January 2024, the Company acquired a controlling interest in Pagero through a public tender offer. Subsequently, the Company purchased the remaining interests from the non-controlling shareholders to increase its ownership of Pagero to 100%.

The non-controlling interest was measured at fair value, based on the tender offer price of SEK 50 per share, on the date of acquisition and recorded as part of equity. After the date of acquisition, the non-controlling interest was adjusted for its proportionate share of changes in equity. After the Company gained control of Pagero, purchases of the remaining shares from the non-controlling interests reduced equity and were presented in financing activities within the consolidated statement of cash flow.

Other

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

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Thomson Reuters Second Quarter Report 2025

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Note 18: Contingencies

Lawsuits and legal claims

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

Uncertain tax positions

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

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

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

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

Guarantees

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

Page 61


Thomson Reuters Second Quarter Report 2025

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Note 19: Related Party Transactions

As of June 30, 2025, the Company’s principal shareholder, Woodbridge (together with its affiliates), beneficially owned approximately 70% of the Company’s common shares.

Transactions with 3XSQ Associates

In the six months ended June 30, 2025, the Company contributed $5 million in cash pursuant to a capital call and made an $18 million in-kind contribution representing the fair value of guarantees provided in connection with a $385 million loan facility obtained by 3XSQ Associates (see note 18).

Except for the above transactions, there were no new significant related party transactions during the first six months of 2025. Refer to “Related Party Transactions” disclosed in note 32 of the Company’s consolidated financial statements for the year ended December 31, 2024, which are included in the Company’s 2024 annual report, for information regarding related party transactions.

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