TRI Thomson Reuters Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number: 1-31349

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

19 Duncan Street, Toronto

Ontario M5H 3H1, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐   Form 40-F ☒

The information contained in Exhibit 99.1 and Exhibit 99.2 of this Form 6-K is incorporated by reference into, or as additional exhibits to, as applicable, the registrant’s outstanding registration statements.

Thomson Reuters Corporation is voluntarily furnishing certifications by its Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 99.3-99.6 of this Form 6-K. 

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.

Date: November 6, 2024

EXHIBIT INDEX

Exhibit 99.1

Management’s Discussion and Analysis

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 and nine months ended September 30, 2024, our 2023 annual consolidated financial statements and our 2023 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 2024 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 November 4, 2024.

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

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

Basis of presentation

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

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

Use of non-IFRS financial measures

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

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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:

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Executive Summary

Our company

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

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

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

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

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

Key Financial Highlights

Good revenue momentum continued in the third quarter. Our revenues increased 8% in total and 7% on an organic basis, compared to the prior year, driven by growth in recurring and transactions revenues from our “Big 3” and Reuters News segments. We continued to execute against our product roadmap and investment plans, including the launch of several new AI product capabilities and making enhancements to CoCounsel, our professional-grade generative AI assistant.

Due to our continued strong revenue performance, we raised our full-year 2024 outlook for organic revenue growth to approximately 7% for our total company and to approximately 8.5% for our “Big 3” segments. Refer to the “Outlook” section of this management’s discussion and analysis for further information.

Our operating profit, adjusted EBITDA and its related margin all decreased in the third quarter, which reflected higher costs associated with our investment plans and the impact of acquisitions. Operating profit decreased 6%, adjusted EBITDA decreased 4% and its related margin decreased to 35.3% from 39.6% in the prior-year period.

We acquired Safe Sign Technologies in September 2024 and Materia in October 2024, both of which complement our product roadmap and further accelerate our provision of generative AI tools for professionals. Safe Sign Technologies brings expertise in the development of legal-specific large language models while Materia developed and recently launched a generative AI assistant for accounting and tax professionals. Additionally, we announced a definitive agreement to sell our FindLaw business. Our capital capacity and liquidity remain a key asset to support further acquisitions and drive returns to shareholders. See the “Liquidity and Capital Resources” section of this management’s discussion and analysis for additional information.

Results of Operations

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

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Consolidated results

Revenues

Revenues in the third quarter increased 8% in total and 9% in constant currency due to growth in recurring and transactions revenues. Total revenue growth was positively impacted by the contribution from acquisitions. On an organic basis, total revenues increased 7%, driven by 8% growth in recurring revenues (84% of total revenues) and 12% growth in transactions revenues. Global Print revenues declined 6% on an organic basis.

Revenues in the nine-month period increased 7% in total and 8% in constant currency driven by growth in recurring and transactions revenues. The positive impact from the contribution of acquisitions on total revenue growth was offset by the loss of revenues from the divestiture of our Elite business. On an organic basis, total revenues increased 8%, driven by 8% growth in recurring revenues (80% of total revenues) and, to a lesser extent, 14% growth in transactions revenues. Global Print revenues declined 8% on an organic basis.

Revenues from the “Big 3” segments in the third quarter increased 9% in total and 10% in constant currency. On an organic basis, revenues increased 9%, driven by 9% growth in recurring revenues and 8% growth in transactions revenues. In the nine-month period, revenues from the “Big 3” segments increased 8% in total and 9% in constant currency. On an organic basis, revenues increased 9%, driven by 9% growth in recurring revenues and 10% growth in transactions revenues. The “Big 3” segments represented approximately 81% and 82% of our total revenues in the third quarter and nine-month period, respectively.

In both periods, foreign currency had a slightly negative impact on revenue growth, which was primarily due to the strengthening of the U.S. dollar against the Brazilian real and Argentine peso, partly offset by the weakening of the U.S. dollar against the British pound sterling.

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

Operating profit decreased 6% in the third quarter primarily as higher revenues were more than offset by higher costs, primarily related to acquisitions and growth investments in our business. Operating profit decreased 22% in the nine-month period primarily because the 2023 period included a $347 million gain on the sale of a majority stake in our Elite business.

In the third quarter, adjusted EBITDA, which included the impact from growth investments and acquisitions, decreased 4% and the related margin decreased to 35.3% from 39.6% in the prior-year period. The decrease in adjusted EBITDA was driven by a 2% decline in the “Big 3” segments and a 22% decline in Global Print. In the nine-month period, adjusted EBITDA, which excludes the gain on sale of Elite, as well as other items, increased 5% which reflected a 4% increase in the “Big 3” segments and a 37% increase in Reuters News, partly offset by a 16% decline in Global Print. The related margin decreased to 38.5% from 39.5% in the prior-year period. Foreign currency contributed 20bp to the year-over-year change in adjusted EBITDA margin in the third quarter and nine-month period, respectively.

Adjusted EBITDA less accrued capital expenditures and the related margin decreased in the third quarter due to lower adjusted EBITDA and higher accrued capital expenditures. In the nine-month period, adjusted EBITDA less accrued capital expenditures increased as higher adjusted EBITDA more than offset higher accrued capital expenditures. The related margins declined compared to the prior-year periods.

Operating expenses

In both periods, operating expenses, excluding fair value adjustments, increased in total and on a constant currency basis primarily due to higher costs from acquisitions and investments, as well as higher compensation expenses associated with stronger performance. In the nine-month period, the increase in operating expenses was mitigated by lower costs due to the Elite divestiture in June 2023.

Depreciation and amortization

Other operating gains (losses), net

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Other operating gains (losses), net, in the third quarter of 2024 and 2023 were not significant. Net other operating losses in the nine-month period of 2024 included an impairment of an equity method investment, which reflected a decline in the value of its commercial real estate holding, acquisition-related deal costs and costs related to a legal provision. Net other operating gains in the nine-month period of 2023 included a $347 million gain on the sale of a majority interest in our Elite business and a $23 million gain on the sale of a wholly-owned Canadian subsidiary to a company affiliated with Woodbridge.

Net interest expense

Net interest expense decreased in both periods as a reduction in interest expense on commercial paper borrowings and from the repayment of our $600 million, 4.30% notes upon maturity in November 2023, more than offset the prior year $12 million interest benefit associated with the release of tax reserves. As substantially all of our long-term debt obligations paid interest at fixed rates (after swaps), the net interest expense on our term debt was essentially unchanged compared to the prior-year period.

Other finance costs (income)

In the third quarter of 2024, other finance costs primarily included net foreign exchange losses on intercompany funding arrangements. Other finance costs in the nine-month period of 2024 were not significant as net foreign exchange losses in the third quarter offset foreign exchange gains earlier in the year. In the third quarter of 2023, other finance income included gains of $67 million from foreign exchange contracts on instruments that were intended to reduce foreign currency risk on a portion of our indirect investment in LSEG, which was denominated in British pounds sterling, and net foreign exchange gains on intercompany funding arrangements. In the nine-month period of 2023, other finance costs included $68 million of losses from foreign exchange contracts, as well as net foreign exchange losses on intercompany funding arrangements.

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

In May 2024, we sold our remaining LSEG shares that we had indirectly owned through YPL. We accounted for the investment in LSEG shares held by YPL at fair value, based on the share price of LSEG. As the investment in LSEG was denominated in British pounds sterling, we entered into a series of foreign exchange contracts to mitigate currency risk on our investment.

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Our share of post-tax earnings (losses) in our YPL investment was comprised of the following items:

Tax expense (benefit)

Tax expense in the third quarter of 2024 was $77 million. The net tax benefit in the nine-month period of 2024 included a $468 million benefit from the recognition of a deferred tax asset relating to new tax legislation enacted in Canada. The new legislation reduced our ability to deduct interest expense against our Canadian taxable income, thereby increasing Canadian taxable profits such that we now expect to utilize tax loss carryforwards and other tax attributes, which we had not previously recognized as a deferred tax asset.

In January 2024, we began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development and enacted by key jurisdictions in which we operate. These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of top-up taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. In the three and nine months ended September 30, 2024, we recorded $2 million and $9 million, respectively, of top-up tax expense which was attributable to our earnings in Switzerland.

Tax benefit in the third quarter of 2023 included $38 million of tax benefits related to our loss in equity method investments and $15 million of tax expense related to other finance income, primarily from gains on foreign exchange contracts related to our investment in LSEG. The third quarter of 2023 also included $61 million of benefits from the release of tax reserves due to the expiration of applicable statutes of limitation. Tax expense in the nine-month period of 2023 included $195 million of tax expense related to our earnings in equity method investments and $16 million of tax benefits related to other finance costs. The nine-month period also included benefits of $61 million from the release of tax reserves and $24 million from the settlement of a tax audit, as well as $78 million of expense related to the sale of a majority stake in Elite.

Additionally, the tax benefit or 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.

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

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

Results of discontinued operations

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

Net earnings and diluted EPS

Net earnings and diluted EPS decreased in the third quarter primarily due to higher income tax expense, as the prior-year period included the release of certain tax reserves. In the nine-month period net earnings and diluted EPS decreased primarily because the prior-year period included the gain on the sale of Elite, the release of certain tax reserves, and a significant increase in the value of the company’s investment in LSEG. These items were partly offset by a current year $468 million non-cash tax benefit related to tax legislation enacted in Canada.

Adjusted earnings and adjusted EPS in the third quarter, which excludes the release of certain tax reserves, as well as other adjustments, decreased as lower adjusted EBITDA and higher tax expense were partly offset by lower interest expense. Adjusted earnings and adjusted EPS in the nine-month period, which excludes the gain on sale of Elite, the change in value of our LSEG investment, the release of certain tax reserves and the non-cash tax benefit, as well as other adjustments, increased primarily due to higher adjusted EBITDA.

Diluted and adjusted EPS in both periods benefited from a reduction in weighted-average common shares outstanding due to share repurchases and, in the nine-month period, our June 2023 return of capital transaction.

Segment results

The following is a discussion of our five reportable segments and our Corporate costs for the three and nine months ended September 30, 2024. We assess revenue growth for each segment, as well as the businesses within each segment, in constant currency and on an organic basis. See Appendix A of this management’s discussion and analysis for additional information.

Legal Professionals

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Revenues increased in total and in constant currency in the third quarter driven by organic revenue growth and a contribution from acquisitions. Revenues increased on both bases in the nine-month period driven by organic revenue growth. Acquisitions added to growth, but was more than offset by the loss of revenues from the divestiture of the Elite business in June of 2023.

On an organic basis, revenues grew 7% in both periods due to growth in recurring revenues led by Westlaw, CoCounsel, Practical Law, and the segment’s international businesses. The migration of customers from a Global Print product to Westlaw benefited the segment’s year-over-year revenue growth by $5 million in the third quarter and $14 million in the nine-month period. Recurring revenues represented 97% of Legal Professionals segment revenues in both periods. Transactions revenues declined organically in both periods.

Segment adjusted EBITDA decreased in the third quarter and was slightly higher in the nine-month period. The related margins declined in both periods. The performance in both periods reflected an increase in costs, which included higher investments. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 10bp in the third quarter, but had no impact in the nine-month period.

Corporates

Revenues increased in total and in constant currency in both periods and included a contribution from our acquisition of Pagero. On an organic basis, revenues grew 10% in both periods due to growth in recurring and transactions revenues. Recurring organic revenue growth was driven by Practical Law, Direct and Indirect Tax, Clear and the segment’s international businesses. Recurring revenues represented 89% of Corporates segment revenues in the third quarter and 82% of segment revenues in the nine-month period. Transactions organic revenue growth was driven by growth from the Trust, Direct Tax, Confirmation and segment’s international businesses.

Segment adjusted EBITDA decreased slightly in the third quarter and increased in the nine-month period. The related margins declined in both periods. The performance in both periods reflected higher investments and the impact of the Pagero acquisition. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 10bp in both periods.

Tax & Accounting Professionals