TRI - 424151 - Annual Report - FINAL
TRI - 424151 - Annual Report - FINAL
TRI - 424151 - Annual Report - FINAL
March 8, 2023
Thomson Reuters Annual Report 2022
Information in this annual report is provided as of March 1, 2023, unless otherwise indicated.
Certain statements in this annual report are forward-looking. These forward-looking statements are based on certain
assumptions and reflect our current expectations. As a result, forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results or events to differ materially from current expectations. Some of the factors that
could cause actual results to differ materially from current expectations are discussed in the “Risk Factors” section of this annual
report as well as in materials that we from time to time file with, or furnish to, the Canadian securities regulatory authorities and
the U.S. Securities and Exchange Commission. There is no assurance that any forward-looking statements will materialize. You
are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of the date of this
annual report. Except as may be required by applicable law, we disclaim any intention or obligation to update or revise any
forward-looking statements.
The following terms in this annual report have the following meanings, unless otherwise indicated:
Term Definition
“Big 3” segments Our combined Legal Professionals, Corporates and Tax & Accounting Professionals segments
Blackstone’s consortium The Blackstone Group and its subsidiaries, and private equity funds affiliated with Blackstone
bp Basis points – one basis point is equal to 1/100th of 1%, “100bp” is equivalent to 1%
Change Program A two-year initiative, completed in December 2022, that focused on transforming our company from a holding company to an
operating company and from a content provider into a content-driven technology company
constant currency A non-IFRS measure derived by applying the same foreign currency exchange rates to the financial results of the current and
equivalent prior-year period
COVID-19 A novel strain of coronavirus that was characterized a pandemic by the World Health Organization in March 2020
F&R Our former Financial & Risk business, which was renamed Refinitiv and is now the Data & Analytics business of LSEG
organic or organically A non-IFRS measure that represents changes in revenues of our existing businesses at constant currency. The metric excludes the
distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods
Refinitiv Our former F&R business, which is now the Data & Analytics business of LSEG. We owned 45% of Refinitiv from October 1, 2018
through January 29, 2021
YPL York Parent Limited, the entity that owns LSEG shares, which is jointly owned by our company and the Blackstone consortium. A
group of current LSEG and former members of Refinitiv senior management also owns part of YPL. References to YPL also
include its subsidiaries. YPL was previously known as Refinitiv Holdings Limited prior to the sale of Refinitiv to LSEG on
January 29, 2021.
Non-IFRS financial measures are defined and reconciled to the most directly comparable IFRS measures in the “Management’s
Discussion and Analysis” section of this annual report.
For information regarding our disclosure requirements under applicable Canadian and U.S. laws and regulations, please see the
“Cross Reference Tables” section of this annual report.
Information contained on our website or any other websites identified in this annual report is not part of this annual report. All
website addresses listed in this annual report are intended to be inactive, textual references only. The Thomson Reuters logo and
our other trademarks, trade names and service names mentioned in this annual report are the property of Thomson Reuters.
Front cover photo credit: REUTERS/Yves Herman.
Thomson Reuters Annual Report 2022
Table of Contents
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Customer Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Corporates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Tax & Accounting Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Reuters News . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Global Print . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Key Brands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Additional Business Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Operations & Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Research and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Digital Transformation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Sales and Marketing, Partnerships and APIs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Acquisitions and Dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Human Capital Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Environmental, Social and Governance (ESG) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Properties and Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Management’s Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Executive Officers and Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172
Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
Woodbridge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
Controlled Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
Independent Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179
Presiding Directors at Meetings of Non-Management and Independent Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180
Code of Business Conduct and Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181
Additional Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182
Description of Capital Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182
Market for Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184
Transfer Agents and Registrars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185
Ratings of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186
LSEG Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187
Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188
Principal Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191
Interests of Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192
Further Information and Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192
Cross Reference Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194
Annual Information Form (Form 51-102F2) Cross Reference Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194
Form 40-F Cross Reference Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195
Page 1
Thomson Reuters Annual Report 2022
Business
Overview
Thomson Reuters is a leading provider of business information services. Our products include highly specialized information-
enabled software and tools for legal, tax, accounting and compliance professionals combined with the world’s most global news
service – Reuters. Thomson Reuters shares are listed on the Toronto Stock Exchange and New York Stock Exchange (symbol: TRI).
Our website is www.tr.com.
Our company purpose is to Inform the Way Forward, where together with the professionals and institutions we serve, we help
uphold the rule of law, turn the wheels of commerce, catch bad actors, report the facts, and provide trusted, unbiased information
to people all over the world.
We are organized in five reportable segments reflecting how we manage our businesses:
Legal Professionals
Serves law firms and governments with research and workflow products, focusing on intuitive legal research
powered by emerging technologies and integrated legal workflow solutions that combine content, tools and
analytics.
Corporates
Serves corporate customers from small businesses to multinational organizations, including the seven largest
global accounting firms, with our full suite of content-driven technology solutions for in-house legal, tax,
regulatory, compliance and IT professionals.
Reuters News
Supplies business, financial and global news to the world’s media organizations, professionals and news
consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to
financial market professionals exclusively via LSEG products.
Global Print
Provides legal and tax information primarily in print format to customers around the world.
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.
We also centrally manage functions such as finance, legal and human resources.
Page 2
Thomson Reuters Annual Report 2022
Three-Year History
• 2020 – We appointed Steve Hasker as our new CEO and Mike Eastwood as our new CFO in March 2020. In 2020, the global
COVID-19 pandemic created unprecedented health risks to our employees, customers and suppliers, and containment
measures intended to mitigate the impact of the pandemic resulted in global economic crisis and uncertainty. In response to
the pandemic, we immediately transitioned most of our staff to a virtual work environment. At the same time, we worked with
our approximately 500,000 customers to ensure continued access to our products and services. Our 2020 performance
reflected the resiliency of our markets and our business.
• 2021 – We initiated a two-year Change Program with a goal to drive growth and efficiency by transitioning our company from a
holding company into an operating company, and from a content provider into a content-driven technology company. For
additional information about the Change Program, please see the “Our Change Program” section of this annual report. In
2021, we and private equity funds affiliated with Blackstone closed the sale of Refinitiv to LSEG. For additional information
about the transaction, please see the “Additional Information – Investment in LSEG” section of this annual report.
• 2022 – Our two-year Change Program was completed by the end of 2022. We achieved $540 million of annualized run-rate
operating expense savings, and made significant progress transforming Thomson Reuters into a more streamlined and
scalable business that we believe now has a strong foundation for sustainable future growth. For additional information about
the Change Program, please see the “Our Change Program” section of this annual report. On December 12, 2022, we
announced that we and certain investment funds affiliated with Blackstone had agreed to sell shares in LSEG that we co-own
to Microsoft. On January 31, 2023, the company sold 10.5 million LSEG shares for gross proceeds of approximately $1.0 billion
as part of this transaction. For additional information about the transaction, please see the “Additional Information –
Investment in LSEG” section of this annual report. In 2022, we also launched Westlaw Precision, a new version of Westlaw
designed to dramatically improve research speed and quality by enabling lawyers to target precisely what they are looking for.
Page 3
Thomson Reuters Annual Report 2022
$2.8 billion $1.5 billion $1.0 billion $0.7 billion $0.6 billion
Reported
Revenues
+3% +7% +8% +6% -3%
(+6% organic) (+8% organic) (+9% organic) (+9% organic) (-1% organic)
Page 4
Thomson Reuters Annual Report 2022
Reimagine the • Modern digital self-serve approach, enabling greater • Increased SMB digital sales from 8% to 49% (as a
Customer penetration of the small and medium size businesses percentage of total sales)
Experience (SMB) market segment • New digitally enabled online sales and renewals
• Standardized commercial terms, billing process and launched for Westlaw and Practical Law in the U.S.
customer support • Expanded our data and analytics team and improved
• Data-driven and AI-powered sales and marketing ability to collect customer usage data and insights
• Standardized commercial terms, billing process and
customer support across key offerings
• Over 100,000 customers migrated to the Customer
Success Platform
• Achieved a higher Net Promoter Score (NPS), which is
a metric that we use to measure improvements in
customer experience
• Improved cross-selling through lead sharing within
the sales platform and began using data & analytics
to identify key cross-selling opportunities within our
customer base
Optimize • Product simplification aimed to simplify our customer • Simplified our product portfolio with divestitures and
Products & Portfolio offerings and reduce complexity in our portfolio sunsetting of products, allowing focus on higher
• World-class product proposition, development, growth, strategic products. Additional benefits include
pricing, delivery and management the improvement of our security posture
• Omnichannel approach – channels aligned to meet • Modernized support tools with chatbots, improved
customers’ needs call-routing and self-service interactions
• Our single sign-on service now manages over
2.5 million identities for 75 products, delivering easy
and secure access with a single set of credentials
Simplify • Create shared technology platforms that support agile • 50% of our revenue is available in a cloud solution,
Operations & product development and significantly enhance and teams are ahead of target on exiting data center
Leverage customer experience assets
Technology • Scale up ML and re-engineer underlying processes • Improved billing and payment experience for
• Finish shift to the cloud in 2023 and support customers by optimizing the way we work
simplification across the company • Harnessed technology, including ML, AI and cloud
capabilities to improve the quality of our content,
editorial efficiency and speed to market
• Secure, modernized and simplified technology
architecture and operations
• Established an API platform allowing us to accelerate
the build of APIs.
• We built upon our security capabilities, receiving a
third-party assessed leading industry segment
maturity score in 2022 against the NIST Cybersecurity
Framework (CSF)
Create Inclusive • Right roles in the right locations allowing us to attract • Reduced office locations and call centers in
Culture of World- and retain world-class talent accordance with our location strategy
Class Talent • Increase investment in training and development • Opened a new global center in Mexico City
• Foster inclusive purpose-driven culture that reflects • Created more than 3,000 new roles in the global
our core values centers
• Onboarded key talent in crucial areas including
Product, Engineering, Marketing, Data & Analytics
and Design & Technology
• Implemented a flexible hybrid working model, which
allows us to attract top talent and provides an
environment where employees can operate at their
best
We invested nearly $600 million on technology, organizational and market-related initiatives. As of December 31, 2022, we
achieved $540 million of annualized run-rate operating expense savings.
Page 5
Thomson Reuters Annual Report 2022
Legal(1) 2 ~ $250M
3 ~ $1,700M(4)
Revenue growth
Government (2)
4 ~ $500M
accelerated from
(Risk, Fraud & Compliance)
6.5% in 2021 to
5 ~ $525M 8% in 2022
Tax & Accounting
THOMSON REUTERS
6 Cloud Audit Suite ~ $125M(3)
THOMSON REUTERS TH O M S O N R E U TE R S
Corporate Tax & Trade 7
Direct Tax Indirect Tax ~ $455M
Page 6
Thomson Reuters Annual Report 2022
Customer Segments
Our business is a customer-focused structure organized in five reportable customer segments: Legal Professionals, Corporates,
Tax & Accounting Professionals, Reuters News and Global Print. This structure allows us to focus on the customer and partner
with them to solve challenges that they face in their businesses. For additional information about the results of operations of our
customer segments, please see the “Management’s Discussion and Analysis” section of this annual report.
Legal Professionals
Our Legal Professionals segment serves law firms and governments with research and workflow products, focusing on intuitive
legal research powered by emerging technologies and integrated legal workflow solutions that combine content, tools and
analytics. The following provides a summary of Legal Professionals’ 2022 revenues by type of customer.
17%
Legal Professionals’ primary global competitors are LexisNexis (which is owned by RELX Group) and Wolters Kluwer. Legal
Professionals also competes with Bloomberg Industry Group and other companies that provide legal and regulatory information,
Aderant and other companies that provide practice and matter management software, and client development providers and
other service providers and start-ups that support legal professionals.
Corporates
Our Corporates segment serves corporate customers from small businesses to multinational organizations, including the seven
largest global accounting firms, with our full suite of content-driven technology solutions for in-house legal, tax, regulatory,
compliance and IT professionals. The following provides a summary of Corporates’ 2022 revenue by type of customer.
Corporates’ primary global competitors are Wolters Kluwer, Bloomberg and LexisNexis. Corporates also competes with focused
software providers such as Avalara, MitraTech, Vertex and Sovos and at times with large technology companies such as SAP, as
well as the largest global accounting firms.
Page 7
Thomson Reuters Annual Report 2022
19%
Small-Mid Accounting Firms (67%)
14% Global (14%)
67% Large Accounting Firms (19%)
Tax & Accounting Professionals’ primary competitor is the CCH business of Wolters Kluwer. Other competitors include Bloomberg
Industry Group in tax research, and Intuit, Drake Software, CaseWare and Sage in professional software and services. Tax &
Accounting Professionals also competes with software start-ups that serve tax, accounting and audit professionals.
Reuters News
Reuters is the world’s leading provider of trusted news, insight and analysis, reaching billions of people worldwide every day.
Founded in 1851, it brings together world-class journalism, industry expertise and cutting-edge technology with unparalleled
speed, reliability and accuracy to enable people to make better decisions. Reuters is committed to the Thomson Reuters Trust
Principles, including that of independence, integrity and freedom from bias, and is an essential source of business, financial and
world news delivered to financial market professionals exclusively via LSEG products, to the world’s media organizations, and to
professionals via industry events and Reuters.com.
In 2022, Reuters delivered approximately 3.5 million unique news stories, 1 million pictures and images and 100,000 video stories,
and numerous industry events.
For more information on the Thomson Reuters Trust Principles, please see the “Additional Information – Material Contracts –
Thomson Reuters Trust Principles and Thomson Reuters Founders Share Company” section of this annual report.
Reuters primary competitors include Bloomberg, the Associated Press, Agence France-Presse and Getty.
Global Print
Global Print is a leading provider of information, primarily in print format, to legal and tax professionals, government (including
federal, state, and local government lawyers and judges), law schools and corporations. The business serves customers in the
United States, Canada, the United Kingdom, Europe, Australia, Asia and Latin America. Global Print’s primary global competitors
are LexisNexis and Wolters Kluwer.
Page 8
Thomson Reuters Annual Report 2022
Key Brands
Our customer-focused structure enables us to have broader conversations with our customers, with a more cohesive go-to-market
approach. We believe that this focus will create opportunities to cross sell more of our products and services across their
organizations, increase sales to existing customers, improve retention, and attract new customers. The following table provides
information about our key brands and the target customer for each brand.
Tax &
Legal Accounting
Brand Type of Product/Service Professionals Corporates Professionals
Westlaw Legal, regulatory and compliance information-based
Westlaw Edge (U.S., U.K. & products and services.
Canada)
Westlaw is our primary online legal research delivery
Westlaw Precision (U.S)
platform. Westlaw offers authoritative content, powerful
Sweet & Maxwell (U.K.)
search functionality and research organization, team
La Ley (Argentina)
collaboration features and navigation tools to find and
share specific points of law and search for analytical
commentary.
Localized versions of online legal research services are
provided in Argentina, Australia, Brazil, Canada, Chile,
France, Ireland, Japan, New Zealand, Spain, the United
Kingdom, Uruguay and other countries. Through
Westlaw International, Westlaw Asia and Westlaw Middle
East, we offer our online products and services to
customers in markets where we do not offer a fully
localized Westlaw service.
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Tax &
Legal Accounting
Brand Type of Product/Service Professionals Corporates Professionals
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Thomson Reuters Annual Report 2022
Digital Transformation
We have been a pioneer of digital product development for decades. As part of our customer experience transformation, we are
creating a more holistic online experience, making it easier for our customers to find, try and buy our products by interacting
digitally with Thomson Reuters. In 2022, we implemented numerous improvements to our digital customer journey, increased our
share of SMB digital sales and continued to improve our online support tools. We continue to invest in online self-serve
capabilities that allow customers to manage their accounts and get quick access to support and service.
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Some of our products and services are also sold in partnership with third-parties and authorized resellers. Centralizing our team
to manage partnerships has accelerated the growth of our partner ecosystem, which has provided expanded market opportunities
and revenue streams. Our partnership strategy was instrumental in the acquisition of SurePrep in 2023, as discussed in the
“Acquisitions and Dispositions” section below. Continuing to develop our partner ecosystem is a key strategic lever for growth.
APIs allow our software platforms to connect with those of other companies, providing customers with data and access to services
of both companies. We believe this will open new channels, business models and product offerings and will help grow our partner
ecosystem. In 2023, we plan to continue expanding our API ecosystem to improve the experience of existing and new customers.
As our capabilities related to APIs continue to grow, we believe it will enable us to further integrate our content and solutions into
our customers’ workflows.
Intellectual Property
Many of our products and services are comprised of information delivered through a variety of media, including online, software-
based applications, smartphones, tablets, books, journals and dedicated transmission lines. Our principal intellectual property (IP)
assets include patents and trade secrets, which protect the innovative ways that help create and deliver our content, trademarks,
which protect our valuable brands, and copyrights, which protect our content and databases. We believe that our IP is sufficient to
permit us to carry on our business as presently conducted. We also rely on confidentiality agreements to protect our rights. We
continue to grow our patent portfolio by applying for and receiving patents for our innovative technologies globally, as well as
continuing to acquire patents through the acquisition of companies. We have registered a number of website domain names in
connection with our online operations, and protect our global trademarks and copyrights through continued registrations, where
appropriate, and enforcement against third-parties who threaten to infringe our trademarks and copyrights.
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Thomson Reuters Annual Report 2022
Americas 15,100
Asia Pacific 6,800
Europe, Middle East and Africa (EMEA) 3,300
By Unit
We believe that we generally have good relations with our employees, unions and works councils, although we have had disputes
from time to time with the various unions that represent some of our employees. Our senior management team is committed to
maintaining good relations with our employees, unions and works councils.
Overview
Our human capital practices and initiatives are designed to attract, motivate and retain high quality and talented employees
across all of our businesses who feel valued, are provided with opportunities to grow, and are driven to succeed. We focus on a
variety of human capital topics that apply to our workforce, such as compensation and benefits, culture and employee
engagement, talent acquisition/development, and diversity and inclusion. Over the last few years, oversight of human capital
management has also been a greater focus area for our Board of Directors.
Starting in April 2022, most of our employees around the world began to transition to hybrid working arrangements, splitting
their time between working from home and the office. We believe that a hybrid model provides the environment and resources to
enable our teams and people to do their best work and grow. At the same time, we have maintained a focus on inclusive and
equitable work and talent practices under this hybrid work arrangement, while also keeping in mind that many of our teams work
across multiple locations and have colleagues who are fully remote.
While we voluntarily publish numerous human capital-related metrics and data in our securities filings and on our website
(notably in our Social Impact & ESG Report), some metrics and data are not publicly disclosed due to competitive considerations.
We expect that human capital management will continue to be an important focus area in the future for management and the
Board because it ensures solid stewardship of our organization, supports important societal objectives, and is key to ensuring
strategic advantage in the marketplace.
For additional information regarding some of our human capital management practices, please see the “Environmental, Social
and Governance (ESG)” section below.
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We post a Social Impact & ESG Report annually on our website, www.tr.com/social-impact-report, which summarizes our
strategy, includes stories of progress and tracks performance, tying our efforts to our business strategy and commercial
expertise. The report highlights how we run our business with purpose, manage our sustainability goals, foster an
inclusive workplace, and make a difference in communities through wider-ranging social impact programs pursuing
access to justice, truth and transparency. We encourage you to review the Social Impact & ESG Report to gain a better
understanding of our accomplishments and practices in these areas.
We believe that by uniting our technical capabilities with those of our customers in these areas, we will drive the greatest change.
We also believe in the power of collaboration with the international business community, so we are signatories of the United
Nations Global Compact (UNGC), a non-binding United Nations (U.N.) pact to encourage businesses and firms worldwide to
adopt sustainable and socially responsible policies. We are actively partnering to advance the Sustainable Development Goals,
particularly SDG 16 – Peace, Justice and Strong Institutions.
We are also aligned with the United Nations Guiding Principles on Business and Human Rights (UNGPs), which augment our
longstanding commitment to the UNGC, the U.N. Declaration on Human Rights, and other international standards. The UNGPs
are the global standard for preventing and addressing the risk of adverse impacts on human rights linked to business activity, and
they provide the internationally accepted framework for enhancing standards and practices with regard to business and human
rights.
Earlier this year, we completed our first ESG materiality assessment, an assessment that allows companies to identify and
prioritize the ESG issues that are most likely to impact their business and stakeholders in the short and long-term. We used
“double materiality” as our lens – which means we examined how material ESG topics affect our business and create or erode
enterprise value as well as how material ESG risks and opportunities in our business could positively or negatively impact people,
economies, and the environment. We took a thorough approach engaging internal and external experts and stakeholders as well
as benchmarking ourselves against our peers and leading companies.
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As part of our ESG materiality assessment, we also conducted a company-wide human rights impact assessment (HRIA) of our
global operations, products and services. In doing so, we sought to proactively manage actual and potential human rights impacts
in order to mitigate risks to both Thomson Reuters and to stakeholder groups. The methodology for this assessment included
desk-based research, internal and external stakeholder interviews and detailed analysis and discussions of the findings. This
process also included benchmarking ourselves against our peers and leading companies. This assessment examined potential
impacts across stakeholder groups and helped us identify salient human rights risks which were then mapped against the
expectations of the UNGPs, which now inform our human rights strategy and roadmap. Our commitment to respecting human
rights throughout our operations will continue to guide our work and the recommendations from this comprehensive ESG
assessment will continue to help us identify, assess, and proactively respond to salient and material risks across our enterprise.
Our 2023 Social Impact & ESG Report, which we anticipate publishing in April 2023 and will be available on our website at
www.thomsonreuters.com, will contain information on the key findings from the ESG materiality assessment and the HRIA.
Environmental Practices
Some of our environmental initiatives and accomplishments include the following:
• As of December 31, 2021, we were using 100% renewable energy for all our operations. We are working closely with our
suppliers to drive lower emissions within our supply chain.
• We joined the Science Based Targets Initiative (SBTi) in 2020, aligning to the most ambitious 1.5-degree Celsius pathway.
Thomson Reuters is among a leading group of approximately 2,100 companies globally to have done so.
• In 2020, we announced our commitment to targeting net-zero emissions by 2050. As of the end of 2021, we had reduced our
Scope 1 and Scope 2 GHG emissions by 93% from our 2018 baseline and we are significantly ahead of our SBTI commitment.
We will continue to measure and manage our own emissions and environmental impacts and continue to identify ways to
further assess, monitor and improve our carbon footprint.
• We continue to optimize our real estate portfolio utilization to adjust to market trends, business needs, and evolving ways of
working. This is contributing to a decreased carbon footprint by reducing the number of office locations. The COVID-19
pandemic has also resulted in less business travel and increased use of more virtual and collaboration tools by our employees.
• Our strategy to migrate more of our revenue to the cloud will help reduce our environmental footprint as we will be less reliant
on energy use associated with company-managed data centers. We will take advantage of cloud hosting environments that
utilize resources more efficiently and can be easily optimized to reduce waste.
• Some of our content and other information products help our customers address climate change matters. For example,
Practical Law includes a tracker covering key Biden Administration actions and initiatives on climate, energy and environmental
issues and other resources related to climate change disclosures for U.S. public companies. The Thomson Reuters Institute
also launched an ESG Resource Center which offers insights for corporations and governments around the world on the most
pressing current and future issues concerning ESG topics.
Social Practices
Our values and culture
Thomson Reuters has a long history of being recognized as a leading employer. As we strive for continued progress, we appreciate
being recognized for our work in this space, but we are acutely aware of the need to increase momentum. In 2022, our awards and
recognitions included:
• Canada’s Best Employers, Great Place to Work, Canada, Greater Toronto’s Top Employers, and Top 100 Employers in Canada
• Best Employer for Diversity, Forbes
• LinkedIn’s Top Companies
• Best Places to Work for Disability Inclusion, Disability: IN
• Human Rights Campaign Best Places to Work for LGBTQ Equality and 100% score, Human Rights Campaign’s Corporate
Equality Index
In all our work, we uphold the Thomson Reuters Trust Principles, including that of integrity, independence and freedom from bias.
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Thomson Reuters Annual Report 2022
Note – our racial/ethnically diverse representation and Black talent representation goals are only measured for the U.S. (including Puerto Rico), U.K., Canada, Brazil and
South Africa.
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Thomson Reuters Annual Report 2022
• The “Count Me In” internal initiative, which grew our voluntary self-identification data by 10% in 2022 and deepened our talent
insights; and
• Expanded external reporting including disaggregated data on racial and ethnic representation and the introduction of
additional diversity talent representation data, where available, for LGBTQ+, disability and veterans.
Health and Wellbeing
The past few years have had a profound impact on all of us and our company has adjusted to new ways of working. The health
and wellbeing of our employees is a priority for our leadership and we have put in place several initiatives related to mental,
physical, financial and social wellbeing to support them.
We recently launched a new “Flex My Way” program, which is a supportive workplace policy that promotes work-life balance and
improved flexibility. Policies include flexible and hybrid working, caregiver paid time off, increased bereavement leave and work
from anywhere for up to eight weeks per year (with up to four weeks in an authorized country and the remaining in your country of
employment), sabbatical leave and flexible vacation in the US and Canada.
Our mental health resources include free access to an employee assistance program, a meditation app, mindfulness discussions,
eLearning, month-long spotlights on mental health centered around two annual mental health days off (May and October) and
People Leader Mindful Leadership training and resources on leading a mentally healthy workplace. We are also signatories to the
Mindful Business Charter, where we have committed to creating practices and policies to rehumanize the workplace.
Our wellbeing offerings give employees access to physical, financial and social resources, inclusive of learning opportunities,
financial and legal counseling, resource guides and individual counseling and coaching. We have committed to creating a healthy,
safe and supportive workplace with monthly campaigns focused on spotlighting personal wellbeing resources and healthy
workplace practices within our environment, building awareness to internal and external resources of support, promoting
employee connection with personal story telling through our internal community channels such as organized chats and blog
posts, involvement in business resource groups and creating brave spaces where people can come together to support each other
through crisis and events that are impacting our colleagues.
Community Impact
At Thomson Reuters, we have a shared responsibility to do business in ways that respect, protect and benefit our customers, our
employees, our communities and our environment. To support this corporate value, we encourage employee volunteerism, provide
financial and in-kind donations and offer corporate matches for employee donations.
Every year, Thomson Reuters provides 16 hours of paid volunteer time off (VTO) to every employee and provides an additional
20 hours of paid VTO to a subset of employees with law degrees to provide legal pro bono aid to nonprofit organizations. In 2022,
our employees logged over 68,000 volunteer hours in total. Thomson Reuters employees have personal and professional skills
that can help our communities address critical needs which, in turn, increases their knowledge about important social issues and
develops a variety of relevant organizational skills. In addition to legal pro bono aid, we offer non-legal pro bono and skills-based
volunteering opportunities including our IMPACTathon program and Pro Bono Projects program. In 2022, Thomson Reuters
employees provided over 14,000 hours in total pro bono support to nonprofit organizations around the world. We also offer a
corporate matching gifts program and a payroll giving option for employee donations. In 2022, donations from our employees
together with corporate matches totaled nearly US$1.4 million to over 1,400 nonprofits in a dozen different countries.
Finally, we provide some of our products and services free of charge to various not-for-profit organizations to support their
initiatives. For example, Thomson Reuters has provided access to our CLEAR product to the National Center for Missing and
Exploited Children since 2010. We also provide our Westlaw, Practical Law and HighQ products to various not-for-profit
organizations.
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Thomson Reuters Annual Report 2022
Governance Practices
Our Board and its committees oversee ESG initiatives. The Corporate Governance Committee of the Board of Directors evaluates
our ESG strategy and progress and is updated on a quarterly basis by our management. We remain committed to our values and
ethics through our governance practices, which include our Code of Business Conduct and Ethics.
(1) The landlord (3XSQ Associates) is an entity owned by one of our subsidiaries and Rudin Times Square Associates LLC. 3XSQ Associates was formed to build and operate
the 3 Times Square property.
(2) Represents our net occupied area. Our main lease is for 81,250 sq. ft. and we subleased 22,000 sq. ft. to LSEG.
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Thomson Reuters Annual Report 2022
Risk Factors
The risks and uncertainties below represent the risks that our management believes
are material. If any of the events or developments discussed below actually occurs, our
business, financial condition or results of operations could be adversely affected. Other
factors not presently known to us or that we presently believe are not material could
also affect our future business and operations. The risks below are organized by
categories and are not necessarily listed in the order of priority to our company.
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Thomson Reuters Annual Report 2022
• Law firms continue to be challenged in their efforts as corporate counsels keep more work in-house in an effort to deliver
greater business value and insights internally, limit increases in billing rates and hours, and insist on increased transparency
and efficiency from law firms. Law firm profitability fell in 2022 as firms grappled with lower demand and surging expenses due
to inflation and return-to-office strategies. This fall in demand was primarily driven by shrinking activity in transactional
practices, most notably in the merger and acquisitions practice area.
• Accounting firms are also adapting their business models related to service offerings, technology and pricing to address their
clients’ evolving needs, priorities and expectations. In particular, accounting firms continue to experience commoditization in
audit and tax compliance and are looking to expand into more profitable advisory services and identify more areas to use
automation.
• Global Print (9% of our 2022 revenues) experienced a 1% revenue decline (in constant currency) in 2022, as customers
continued to migrate from traditional print formats to digital solutions. An increase in hybrid and virtual working arrangements
in the future could also cause certain customers to reduce or discontinue orders from our Global Print business. Declines in
Global Print revenues can adversely affect our profitability as well as our cash flows.
• Relative to our Reuters News business, the media sector continues to transform, with the traditional news agency market
declining. While demand in the financial professional segment is growing, Reuters News is limited in its ability to participate in
a number of sectors due to its exclusive agreement with the Data & Analytics business of LSEG.
We operate in highly competitive markets and may be adversely affected by this competition.
The markets for our information, software, services and news are highly competitive and are subject to rapid technological
changes and evolving customer demands and needs. Our customers increasingly look to us for solutions to help them adapt,
improve efficiency and demonstrate value. They increasingly want to leverage technology to maintain a competitive edge, by
delivering a differentiated work product faster and by managing their firm or department more efficiently. If we fail to compete
effectively and retain key clients, our revenues, profitability and cash flows could be adversely affected.
• Many of our principal competitors are established companies and firms that have substantial financial resources, recognized
brands, technological expertise and market experience and these competitors sometimes have more established positions in
certain product segments and geographic regions than we do. Some firms which compete with us have traditionally been our
customers as well as go-to-market partners. Some larger companies that compete with us, such as enterprise resource
planning (ERPs) companies, have large installed customer bases and may change or expand the focus of their business
strategies to target our customers.
• We increasingly compete with smaller and sometimes newer companies, some of which seek to differentiate themselves from
the breadth of our offerings by being specialized, with a narrower focus than our company. As a result, they may be able to
adopt new or emerging technologies, including AI and analytic capabilities, or address customer requirements at lower prices
or more quickly than we can. New and emerging technologies can also have the impact of allowing start-up companies to
enter the market more quickly than they would have been able to in the past.
• Public sources of free or relatively inexpensive information are available online and more of this information is expected to be
available in the future. Some governmental and regulatory agencies have increased the amount of information they make
publicly available at no cost. Several companies and organizations have made certain legal and tax information publicly
available at no cost. “Open source” software that is available for free may also provide some functionality similar to that in
some of our products. Public sources of free or relatively inexpensive information may reduce demand for our products and
services if certain customers choose to use these public sources as a substitute for our products or services.
• Some of our customers independently develop products and services that compete with ours, including through the formation
of partnerships or consortia. If more of our customers become self-sufficient, demand for our products and services may be
reduced.
• We may also face increased competition from search providers that could pose a threat to some of our businesses by providing
more in-depth offerings, adapting their products and services to meet the demands of their customers or combining with one
of their traditional competitors to enhance their products and services.
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Some of our competitors aggressively market their products as a lower cost alternative and offer price incentives to acquire new
business, although we believe that many of our customers continue to see the value and enhancements reflected in our content,
software, services and other offerings that sometimes results in a higher price. As some of our competitors offer products and
services that may be viewed as more cost effective than ours or which may be seen as having greater functionality or performance
than ours, the relative value of some of our products or services could be diminished.
Competition may require us to reduce the price of some of our products and services (which may result in lower revenues) or make
additional capital investments (which might result in lower profit margins). If we are unable or unwilling to reduce prices or make
additional investments for some of our products and services in the future, we may lose customers and our financial results may
be adversely affected. Some of our current or future products or services could also be rendered obsolete because of competitive
offerings and new technologies.
If we are unable to keep pace with rapid technological developments to provide new products, services, applications and
functionalities to meet our customers’ needs, attract new customers and retain existing ones, expand into new geographic
markets and identify areas of higher growth, our ability to generate revenues or achieve higher levels of revenue growth in
the future may be adversely affected.
Our growth strategy involves developing new products, services, applications and functionalities in a timely and cost-effective
manner to meet our customers’ needs, anticipating and responding to industry trends and technological changes, expanding into
new geographic markets and maintaining a strong position in the sectors that we serve. As part of the Change Program, we
migrated portions of our revenue to cloud solutions, increased the proportion of sales we make through our digital channels, and
improved our customers’ experience interacting with us. While the objective of the changes is to increase revenue, there is no
assurance that we will be successful in increasing our company’s overall revenue growth in the future.
We continue to prioritize investments to drive organic growth in areas of our business that we believe have the highest potential
for strategic growth, and selectively use acquisitions that we expect to contribute to the accelerated execution of our strategy. Our
“Big 3” segments (Legal Professionals, Corporates and Tax & Accounting Professionals) continue to evolve towards becoming
content-driven technology businesses which are greater providers of software and solutions to our customers as part of our
transformation from focusing primarily on providing content, data and information. Solutions often are designed to integrate our
core content, data and information with software and workflow tools.
Disruptive and new technologies such as AI, ML, data synthesis, blockchain and user-generated capabilities are creating a need to
adapt rapidly to the shifting landscape and to generate insights from these technologies to increase the value that our solutions
and services bring to our customers. Customers are also seeking more cloud-based solutions. While we are focused on these
changes to the technological landscape, if we fail to adapt, or do not adapt quickly enough, our financial condition and results of
operations could be adversely impacted.
Growth in today’s business environment has required us to explore different business models than we have in the past. We
continue to focus on driving growth through more collaboration and stronger relationships with both established and emerging
companies and incubators. We are also continuing to increase our focus on partnerships and APIs. Some of these initiatives
combine another company’s technology, data or other capabilities with our products and services. These initiatives involve a
number of risks, including the risk that the expected synergies will not be realized, that they may require substantial expenditures
and take considerable time and that the expected results may ultimately not be achieved, that a new initiative may conflict or
detract from our existing businesses, or that security measures may not be adequate or could adversely impact our brand and
reputation. In addition, our ability to adopt new services and develop new technologies may be inhibited by industry-wide
standards, new laws and regulations, resistance to change from our customers, or third parties’ intellectual property rights. While
we believe these initiatives will be attractive to our customers, allow us to innovate more quickly and build sales channels in
segments that we could not have reached as quickly on our own, we are unable to provide any assurances that these initiatives will
increase our revenue growth.
Over the last few years, we have made significant investments designed to improve and enhance the functionality and
performance of several of our key products, such as Westlaw Precision, HighQ, Legal Tracker, CLEAR, Westlaw Edge, Checkpoint
Edge, Elite 3E, Practical Law, Onvio and ONESOURCE. We have also successfully migrated customers from legacy offerings to our
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current propositions and continued to enhance the reliability and resiliency of the technology infrastructure that we use to deliver
products and services. However, if our customers’ adoption rates for existing and new products and services are lower than our
expectations, our revenues may be lower and our results of operations may be adversely affected.
Historically, our customers accessed our web-based products and services primarily through desktop computers and laptops. Over
the last few years, Internet use through smartphones, tablets, wearables, voice-activated speakers and television streaming
devices has increased significantly. Applications or “apps” have also experienced significant growth and popularity. As a result of
this shift, we have been focused on developing, supporting and maintaining various products and services on different platforms
and devices (some of which complement traditional forms of delivery). It is difficult to predict the problems we may encounter in
developing versions of our products and services for use on these various platforms and we may need to devote significant
resources to the creation, support, and maintenance of such offerings. If our competitors release alternative device products,
services or apps more quickly than we are able to, or if our customers do not adopt our offerings in this area, our revenues and
retention rates could be adversely affected.
We may be unable to derive fully the anticipated benefits from our existing or future acquisitions, dispositions or other
strategic transactions, including joint ventures and investments.
While we are focused on growing our businesses organically, acquisitions and other strategic transactions remain an important
part of our growth strategy to expand and enhance our products, services and customer base and to enter new geographic areas.
In 2022, we acquired ThoughtTrace, Gestta, PLX AI ApS and entered into a definitive agreement to acquire SurePrep, LLC, which
closed on January 3, 2023.
In the future, we may not be able to successfully identify attractive acquisition or other strategic transaction opportunities or make
acquisitions or other strategic transactions on terms that are satisfactory to our company from a commercial perspective.
In addition, competition for acquisitions in the industries in which we operate during recent years has escalated, and may increase
the price of acquisitions or other strategic transactions, which could cause us to refrain from making certain acquisitions. Our
ability to execute on opportunities may also be affected by factors beyond our control, including without limitation, commercial or
regulatory changes that may subject us to increased regulatory scrutiny from competition and antitrust authorities in connection
with acquisitions and other strategic transactions. Achieving the expected returns and synergies from existing and future
acquisitions or other strategic transactions will depend in part upon our ability to integrate the products and services, technology,
administrative functions and personnel of these businesses into our segments in an efficient and effective manner. We cannot
assure you that we will be able to do so, or that our acquired businesses, joint ventures or investments will perform at anticipated
levels or that we will be able to obtain these synergies. Management resources may also be diverted from operating our existing
businesses to certain acquisition and other strategic transaction integration challenges. If we are unable to successfully integrate
acquired businesses and other strategic transactions, as applicable, our anticipated revenues and profits may be lower. Our profit
margins may also be lower, or diluted, following the acquisition of, or strategic transactions involving, companies whose profit
margins are less than those of our existing businesses. Certain acquisitions may initially incur losses which would reduce our
earnings per share in certain periods.
We have also historically decided from time to time to dispose of assets or businesses that are no longer aligned with strategic
objectives or our current business portfolio (notably, our former Financial & Risk business which is now the Data & Analytics
business of LSEG). These transactions may involve challenges and risks. There can be no assurance that future divestitures will
occur, or if a transaction does occur, there can be no assurance as to the potential value created by the transaction. The process of
exploring strategic alternatives or selling a business could also negatively impact customer decision-making and cause
uncertainty and negatively impact our ability to attract, retain and motivate key employees. Any failures or delays in completing
divestitures could have an adverse effect on our financial results and on our ability to execute our strategy. Although we have
established procedures and processes to mitigate these risks, there is no assurance that those procedures and processes will be
effective or that these transactions will be successful. In addition, we expend costs and management resources to complete
divestitures and manage post-closing arrangements. Completed divestitures may also result in continued financial involvement in
the divested business, such as through guarantees, indemnifications, transition services arrangements or other financial
arrangements, following the transaction.
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Our brands and reputation are important company assets and are key to our ability to remain a trusted source of
information and news.
The integrity of our brands and reputation is key to our ability to remain a trusted source of information and news and to attract
and retain customers. Negative publicity regarding our company or actual, alleged or perceived issues regarding one of our
products or services could harm our relationship with customers.
Failure to protect our brands or a failure by our company to uphold the Thomson Reuters Trust Principles may also adversely
impact our credibility as a trusted supplier of content and may have a negative impact on our information and news business.
There is an increasing focus from stakeholders concerning corporate responsibility, specifically relating to ESG initiatives. We
pursue ESG initiatives because they contribute to value creation for our customers, employees, shareholders and other
stakeholders. We have set a number of targets related to these initiatives. If we fail to satisfy the expectations of investors,
customers, vendors, employees and other stakeholders related to our ESG performance or our ESG initiatives are not executed as
planned, it could adversely affect our reputation, business, share price, financial condition or results of operations.
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Thomson Reuters Annual Report 2022
• Attacks against employee or contractor work from home or hybrid working environments (e.g., home networks, residential
internet service providers) that allow an unauthorized party to gain or attempt to gain remote or physical access to the
employee’s or contractor’s devices or information used to access corporate resources.
As a third-party supplier, we are sometimes provided with a trusted connection to a customer’s systems or networks. If malicious
parties compromise our systems and networks and embed malicious hardware, components or software, they could gain access to
our or our customers’ systems and information. In addition, if a customer experiences a cybersecurity incident, data privacy breach,
or disruptive cyber-attack that results in a compromise or breach of our own services and information systems (and the
information and data contained therein) and/or the misappropriation of some of our information and data, our company’s
reputation could be harmed, even if we were not responsible for the breach.
None of these threats and related incidents to date have resulted in a material adverse impact for our business. We seek to
mitigate these risks through our ability to detect, escalate and respond to known and potential risks through our Enterprise
Security Incident Management processes. While we maintain what we believe is sufficient insurance coverage that may (subject to
certain policy terms and conditions including self-insured deductibles) cover certain aspects of third-party security and cyber-risks
and business interruption, our insurance coverage may not always cover all costs or losses and it does not extend to any
reputational damage or costs incurred to improve systems as a result of these types of incidents.
Many of our third-party suppliers, including certain hosted infrastructure, platform and software applications that we use for
information and data storage, employ cloud computing technology for storage and service delivery. These providers’ cloud
computing systems may be susceptible to cyber-incidents, such as intentional cyber-attacks to access or obtain information and
data or inadvertent cyber-security compromises, some of which are outside of our control. Additionally, our outsourcing of certain
functions requires us to sometimes grant network access to third-party suppliers. If our third-party suppliers do not maintain
adequate security measures, do not require their sub-contractors to maintain adequate security measures or do not perform as
anticipated and in accordance with contractual requirements, information and data of customers, employees or other individuals
or third parties could be compromised and we may experience operational difficulties, loss of intellectual property or other
information or data, loss of customer trust and increased costs, regulatory penalties, fines, actions or litigation, all of which could
adversely impact our brand and reputation and materially impact our business and results of operations.
We collect, store, use and transmit information and data, including public records, intellectual property, our proprietary business
information and personal data of our customers, employees, business partners and other individuals on our networks. A number
of our customers and suppliers also entrust us with storing and securing their own data and information. Our businesses include
certain subscription-based screening products which we sell to institutional customers and governments to enable them to satisfy
various regulatory obligations. Any fraudulent, malicious or accidental breach of our data security or data privacy measures could
result in unintentional disclosure of, or unauthorized access to, third-party, customer, vendor, employee or other confidential
information and data, which could potentially result in additional costs to our company to enhance security or to respond to
occurrences, lost sales, violations of privacy or other laws, penalties, fines, regulatory action or litigation. In addition, media or
other reports of perceived breaches or security vulnerabilities to our systems or those of our third-party suppliers, even if no breach
has been attempted or occurred, could adversely impact our brand and reputation and materially impact our business and results
of operations.
Misappropriation, improper modification, destruction, corruption, encryption or unavailability of our services and information
systems (and the information and data contained therein), or ransom demands due to cyber-attacks or other security breaches,
could damage our brand and reputation. Customers and the public could lose confidence in our security measures and reliability,
which would harm our ability to retain customers and gain new ones. We could also face litigation or other claims from impacted
individuals as well as substantial regulatory sanctions or fines. If any of these were to occur, it could have a material adverse effect
on our business and results of operations.
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Thomson Reuters Annual Report 2022
We rely heavily on our own and third-party data centers, network systems, telecommunications and the Internet and any
failures or disruptions may adversely affect our ability to serve our customers and could negatively impact our revenues,
ability to retain customers and reputation.
Most of our products and services are delivered electronically and our customers depend on our ability to receive, store, process,
transmit and otherwise rapidly handle very substantial quantities of data and transactions on computer-based networks. Our
customers also depend on the continued capacity, reliability and security of our data centers, third-party infrastructure and
platform providers, networks, telecommunications and other electronic delivery systems, including websites and the Internet. Our
employees also depend on these systems for our internal use.
We are increasingly shifting more of our software from being on-premise installations to SaaS or cloud-based offerings that
provide customers with access through the Internet. As of December 31, 2022, approximately 50% of our revenue was available in
a cloud solution and we have a target to have approximately 90% of our revenue available in the cloud by the end of 2023. We will
increasingly be dependent on third-party service providers (notably Amazon Web Services (AWS) and Microsoft Azure) to maintain
the cloud infrastructure that we use to operate our business. Increasing the amount of our infrastructure that we outsource to the
cloud or to other third parties may increase our risk exposure. If these third-party service providers fail, consolidate, or stop
providing certain services or implement cost-cutting efforts, our business could be adversely affected.
Any significant failure, compromise, cybersecurity incident, data privacy breach, disruptive cyber-attack, or interruption of our
systems or a third-party service provider’s, including operational services, sabotage, break-ins, war, terrorist activities, human
error, natural disaster, power or coding loss and computer viruses, could cause our or a third-party service provider’s systems to
operate slowly or could interrupt service for periods of time. The frequency and intensity of weather events related to climate
change are also increasing, which could increase the likelihood and severity of such disasters as well as related damage and
business interruptions if any of our or our key third-party service providers’ facilities or systems are affected. While we and our key
third-party service providers have disaster recovery and business continuity plans that utilize industry standards and best
practices, including back-up facilities for primary data centers, a testing program and staff training, the systems are not always
fully redundant and disaster recovery and business continuity plans may not always be sufficient or effective. To the extent that
our telecommunications, information technology systems, cloud-based service providers or other networks are managed or hosted
by third parties, we would need to coordinate with these third parties to resolve any issues. In the past when we have experienced
slow operation of our systems or service interruptions, some of our products, services, websites, information or data have been
unavailable for a limited period of time, but none of these occurrences have been material to our business. Disruptions and
outages to our products could have a negative effect on our revenues, ability to retain customers and reputation.
Our ability to effectively use the Internet may also be impaired due to infrastructure failures, service outages at third-party Internet
providers or increased government regulation. In addition, we are facing significant increases in our use of power and data
storage. We may experience shortage of capacity and increased costs associated with such usage. These events may affect our
ability to store, process and transmit data and services to our customers.
Operational Risks
If we are unable to successfully adapt to organizational changes and other strategic initiatives, our reputation and results of
operations could be impacted.
We have experienced, and are currently experiencing, significant organizational changes.
• Throughout 2021 and 2022, we brought new key talent into the organization, including in Marketing, Data and Analytics,
Design and Technology, Communications, Risk Management and Product. This talent has brought different perspectives and
approaches which have complemented the skills and experiences of existing leadership. However, any change to senior
management can disrupt our business.
• In 2022, we completed the Change Program, which was a two-year initiative to transform our company into a leading content
driven technology company. As part of the Change Program, we reduced staff, moved the location of various jobs, significantly
reduced our office portfolio around the world, migrated portions of our revenue to cloud solutions, increased the proportion of
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Thomson Reuters Annual Report 2022
sales we make through our digital channels, improved our customers’ experience interacting with us, and achieved
$540 million of annualized run-rate operating expense as of December 31, 2022.
Our ability to successfully manage organizational changes is important for our future business success. In particular, our
reputation and results of operations could be harmed if employee morale, engagement or productivity decline as a result of
organizational or simplification changes.
Furthermore, we may not realize all of the cost savings, incremental revenue and synergies that we expect to achieve from our
strategic initiatives due to a variety of factors, including, but not limited to, unexpected operational or technological challenges,
higher than expected costs or expenses, delays in the anticipated timing of activities and other unexpected costs associated with
operating our business. If we are unable to achieve the cost savings, incremental revenue or synergies that we expect to achieve
from our strategic initiatives, it could adversely affect our profitability and related margins.
If we do not continue to attract, engage and retain high quality, talented and diverse management and key employees, we
may not be able to execute our strategies.
The completion and execution of our strategies depends on our ability to continue to attract, engage and retain high quality,
talented and diverse management and employees across all of our businesses. We compete with many businesses that are
seeking skilled individuals, particularly those with experience in technology, cybersecurity, data science, digital marketing,
cognitive computing, AI and product management. Competition for professionals in our Legal Professionals, Corporates and
Tax & Accounting Professionals segments can also be intense as other companies seek to enhance their positions in our market
segments.
Moreover, as social and economic conditions evolve from the COVID-19 pandemic, current and prospective employees may seek
new or different opportunities based on factors such as compensation, benefits, mobility and flexibility. In addition, wage inflation,
labor market challenges, and increased attrition have resulted in an increased war for talent. In response, we continue to increase
our focus on retaining key talent and differentiating Thomson Reuters as an employer through our inclusive culture, supportive
leadership, flexibility and corporate purpose.
Organizational changes could also cause our employee attrition rate to increase. In particular, our reputation and results of
operations could be harmed if employee morale, engagement or productivity decline or are disrupted as a result of these
initiatives.
Our future work model continues to evolve and may not meet the needs or expectations of our existing and prospective employees
and they may prefer work models offered by other companies. If we are unable to continue to identify or be successful in
attracting, motivating and retaining the appropriate qualified personnel for our businesses, it could adversely affect our ability to
execute our strategies.
Operating globally involves challenges that we may not be able to meet and that may adversely affect our ability to grow.
In 2022, we earned 73% of our revenues in the U.S. As part of our globalization efforts, we operate regional teams, particularly in
emerging markets, that work across our segments to combine local expertise with global capabilities to address specific customer
needs. We sometimes modify existing products and services for local markets, but we also develop specifically for local markets.
As of December 31, 2022, approximately 62% of our employees were located outside of the United States.
We believe that there are advantages to operating globally, including a proportionately reduced exposure to the market
developments of a single country or region. However, there are certain risks inherent in doing business globally which may
adversely affect our business and ability to grow. These risks include:
• Difficulties in penetrating new markets due to established and entrenched competitors or unavailability of local companies for
acquisition or joint venture partners or restrictions on foreign ownership;
• Difficulties in developing products and services that are tailored to the needs of local customers;
• Local lack of recognition of our brands or acceptance or knowledge of our products and services;
• Economic, political or social instability in local markets;
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• Exposure to possibly adverse governmental or regulatory actions in countries where we operate or conduct business;
• Higher inflation rates and increased credit risk;
• The impact of foreign currency fluctuations on prices charged to local customers, notably when there is strengthening of the
U.S. dollar, and other controls, regulations and orders that might restrict our ability to repatriate cash or limit our ability to
move or invest cash freely;
• Difficulties hiring and retaining staff for foreign operations, differing employee/employer relationships, and other challenges
caused by distance, language and cultural differences;
• Reduced protection for intellectual property rights;
• Changes in laws and policies affecting trade and investment in other jurisdictions; and
• Managing compliance with local laws and regulations (notably related to data privacy, data use and data protection) and
varying and sometimes conflicting laws and regulations across the countries in which we do business.
Adverse developments in any of these areas could cause our actual results to differ materially from expected results. Challenges
associated with operating globally may increase for our company as we continue to expand into geographic areas that we believe
present the highest growth opportunities. We may also be required or may decide to cease or modify operations in a particular
country as a result of a risk described above, which could adversely affect our business and results.
We are dependent on third parties for data, information and other services.
We obtain significant data and information through licensing arrangements with content providers, some of which may be viewed
as competitors. Some providers may seek to increase fees for providing their proprietary content or services and others may not
offer our company an opportunity to renew existing agreements. We also depend on public sources for certain data and
information.
In addition, we rely on third-party service providers for telecommunications and other services that we have outsourced, such as
certain human resources administrative functions, facilities management and IT services. Any failure by the third-party service
providers we work with to comply with applicable laws, regulations, or agreements, could result in formal investigations or
enforcement actions, fines, litigation, claims or negative publicity and could result in significant liability, and otherwise have an
adverse effect on our reputation and business.
If we are unable to maintain or renegotiate commercially acceptable arrangements with these content or service providers or find
substitutes or alternative sources of equivalent content or service, our business could be adversely affected. Our revenues and
margins could also be reduced if some of our competitors obtained exclusive rights to provide or distribute certain types of data or
information that was viewed as critical by our customers.
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In the ordinary course of business, we collect, store, use and transmit certain types of information and data that are subject to an
increasing number of different laws and regulations. In particular, the data security, data protection and privacy laws and
regulations that we are subject to often vary by jurisdiction and include, without limitation, the General Data Protection
Regulation (GDPR) and various U.S. state and federal laws and regulations. These laws and regulations are continuously evolving
and complying with applicable laws and regulations involves significant costs and time.
• GDPR provides data protection requirements and related compliance obligations in the E.U. Serious breaches of the GDPR can
result in administrative fines of up to 4% of annual worldwide revenues and fines up to 2% of annual worldwide revenues can
be imposed for other types of violations. We are also subject to U.K. data protection law, which imposes obligations and
penalties similar to GDPR.
• Various U.S. state privacy laws reflect requirements for the handling of personal data and provide data privacy rights to their
residents. Violations can result in civil penalties and in some instances, provide consumers with a private right of action for data
breaches, which may increase data breach litigation. Other U.S. state and federal legislative and regulatory bodies have
implemented or are considering similar legislation, which, if passed, could create more risks, compliance complexity and
potential costs for us.
• In the E.U., proposed legislation known as the Regulation on Privacy and Electronic Communications, or ePrivacy Regulation,
would replace an E.U. regulation known as the ePrivacy Directive, which we are currently subject to. The ePrivacy Regulation is
focused on privacy regarding electronic communications services and data processed by electronic communications services.
The ePrivacy Regulation is still under development and in draft form and the timeline for adoption and effectiveness is unclear.
The ePrivacy Regulation may require us to further modify some of our data practices and compliance could result in additional
costs for our company. In addition, the proposed EU Digital Services Act (DSA) and Digital Markets Act (DMA) will add further
complexity and increased consumer protection and technology regulation.
• Proposed and existing legislation in other countries and regions around the world related to privacy, data security, data
protection and other related areas may also impact how we provide products and services and how we collect and use
information.
• Current or future laws, regulations and ethical considerations related to the use of AI technology and ML may impact our ability
to provide insights from data and use certain data to develop our products. These factors may also impose burdensome and
costly requirements on our ability to utilize data in innovative ways.
Some of these laws and regulations require us to collect affirmative opt-in consent and/or include a “right to be forgotten,” a right
for individuals to opt out or object to having their data shared with third parties and a right to be informed about what data about
them is being shared. The viability and perceived value of some of our screening products could be adversely impacted through
the requirements of these laws and regulations and the exercise of these rights. Some of these laws and regulations, along with
industry changes (such as the industry elimination of third-party cookies), could adversely impact our collection and use of certain
information and our digital advertising revenue.
We are also subject to data localization laws in certain countries, which require us to store and process certain types of data within
a particular country. We are also subject to various data transfer restrictions, including, without limitation, in light of court cases in
the E.U. and the exit of the United Kingdom from the E.U., which either limits our ability to transfer, or requires us to guarantee a
certain level of protection when transferring, data from one country to another. The regulatory landscape in various countries
where we operate continues to evolve and sometimes includes strict local rules regarding the use (or restrictions on use) of
encryption technologies as well as broad governmental rights related to Internet monitoring and regulation of Internet
transmissions.
Existing, new and proposed legislation, regulations, and regulatory guidance, including changes in the manner in which such
legislation and regulations are interpreted by courts, may:
• Impose limits on our collection, retention and use of certain kinds of information or data and our ability to communicate such
information effectively to our customers;
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• Impose limits on our ability to develop and offer our products, services, and content in certain countries;
• Frustrate or disrupt our ability to do business with certain customers and other third parties or collect or pay third parties,
including without limitation as a result of newly issued sanctions and export/import restrictions;
• Increase our cost of doing business or require us to change some of our existing business practices; and
• Conflict or increase complexity on a global basis (such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and
similar laws).
Governmental action (including laws or economic or political policies that restrict the use of specific companies, equipment or
services, including those deemed to be sensitive to national interests) can also create some legal uncertainties. It is difficult to
predict in what form laws and regulations will be adopted, changed or repealed, how they will be construed by the relevant courts,
or the extent to which any changes might adversely affect us.
Although we have implemented policies and procedures that are designed to ensure compliance with applicable laws, rules and
regulations, we could be subject to civil or criminal fines and penalties, and other enforcement actions, litigation or other claims,
reputational damage, and loss in revenue for any violations – which, either individually or in the aggregate, could have a material
adverse effect on our business, operations, and financial condition.
Our intellectual property rights are valuable and may not be adequately protected, which may adversely affect our financial
results.
Many of our products and services are based on information delivered through a variety of media, including online, software-based
applications, smartphones, tablets, books, journals and dedicated transmission lines. We rely, in part, on agreements with our
customers, employees, consultants, advisors, suppliers and other third parties to protect our confidential proprietary information,
know-how and technology. We also rely on patent, trademark, copyright and other intellectual property laws to establish and
protect our proprietary rights in our products, and services and with our brand. Nonetheless, third parties may be able to copy,
infringe or otherwise profit from our proprietary rights. We also conduct business in some countries where the extent of legal
protection for intellectual property rights is uncertain or may be ineffective. Although we have taken measures to protect our
intellectual property, we cannot assure you that we have adequate protection of our rights. If we are not able to protect our
intellectual property rights, our financial results may be adversely affected.
The intellectual property of an acquired business may also be an important component of the value that we agree to pay for such
a business. However, such acquisitions are subject to the risks that the acquired business may not own the intellectual property
that we believe we are acquiring, that the intellectual property is dependent upon licenses from third parties or that the acquired
business infringes upon the intellectual property rights of others. If we are not able to successfully integrate acquired businesses’
intellectual property rights, our financial results may be adversely affected.
Some of our competitors may also be able to develop new products or services that are similar to ours without infringing our
intellectual property rights, which could adversely affect our financial condition and results of operations.
Tax matters, including changes to tax laws, regulations and treaties, could impact our effective tax rate and our results of
operations.
We operate in many countries worldwide and our earnings are subject to taxation in many different jurisdictions and at different
rates. We seek to organize our affairs in a tax efficient manner, taking account of the jurisdictions in which we operate. In 2022,
our effective tax rate was lower than the Canadian corporate income tax rate due largely to lower tax rates and differing tax rules
applicable to certain of our operating and financing subsidiaries outside Canada. Our effective tax rate has fluctuated in the past
and is likely to fluctuate in the future, reflecting the mix of taxing jurisdictions in which pre-tax profits and losses are recognized.
Our effective tax rate and our cash tax cost in the future will depend on the laws of numerous countries and the provisions of
multiple income tax treaties between various countries in which we operate. Our income tax expense and our effective tax rate
could also be adversely affected by changes, possibly with retroactive effect, in tax laws and regulations, international treaties and
tax accounting standards and/or uncertainty over their application and interpretation as well as changes in the geographic mix of
our profits.
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We are subject to regular audits, examinations and reviews by tax authorities in Canada, the United Kingdom, United States and
other jurisdictions during the ordinary course of business. While we believe the positions that we take on our tax filings are
sustainable and supported by the weight of law, certain positions taken may be challenged by the applicable tax authorities. We
may be required in some instances to pay additional taxes to a tax authority prior to contesting a matter through available
administrative or judicial remedies. We regularly assess the likely outcomes of these audits to determine the adequacy of our tax
provision. However, our judgments may not be sustained, and the amounts ultimately paid could be different from the amounts
previously recorded. If any such challenge results in an adverse outcome, including unforeseen tax-related liabilities, this could
negatively affect our financial results and operations for the period at issue and on an ongoing basis. Many governments in
jurisdictions where we operate are facing budget deficits and challenges and as a result, may look to increase their tax revenues
through increased audit activity and tax reform.
Various tax-related legislative initiatives have been proposed or are being discussed that if enacted, could adversely affect our tax
positions and/or our tax liabilities. The Organization for Economic Co-operation and Development (OECD), which is comprised of
member countries that encompass many of the jurisdictions where we operate, has been working on a coordinated, multi-
jurisdictional approach to address issues in existing tax systems associated with “base erosion and profit shifting” (BEPS) and the
digitalization of the economy that the OECD believes may lead to tax avoidance by global companies. The OECD’s proposals to
address BEPS and the tax challenges of the digitalization of the economy, notably a new global minimum tax regime, if finalized
and adopted by the associated countries, will likely increase tax uncertainty and may adversely affect our financial results. A
number of jurisdictions, including Canada, the U.K. and the E.U., have announced or begun implementing plans for the adoption
of this new global minimum tax regime as soon as 2024.
Various countries have enacted or are considering digital service taxes, which could result in multinational companies such as
Thomson Reuters being subject to tax in additional jurisdictions or subject to increased taxes in jurisdictions in which they already
have a taxable presence.
The U.S. Tax Cuts and Jobs Act (Tax Act), which was enacted into law in 2017, changed U.S. tax law and requires complex
computations and significant judgments and estimates. The U.S. Treasury Department, the Internal Revenue Service and other
standard-setting bodies may issue further regulations or guidance on how the provisions of the Tax Act will be applied or
otherwise administered that is different from our interpretations and certain aspects of the Tax Act could be repealed or modified
in future legislation. The U.S. Inflation Reduction Act, which was enacted in 2022, adopted a new corporate alternative minimum
tax (CAMT) of 15% on adjusted book income, beginning in 2023. Due to potential volatility in differences between U.S. book and
taxable income, the impact of CAMT is difficult to predict and it may adversely affect our financial results.
We expect our company will remain resident only in Canada for tax purposes. However, if our company were to cease to be
resident solely in Canada for tax purposes (including as a result of changes in applicable laws or regulatory practice), this could
cause us adverse tax consequences.
We operate in a litigious environment which may adversely affect our financial results.
We may become involved in legal actions and claims arising in the ordinary course of business, including employment matters,
commercial matters, libel/defamation/privacy claims and intellectual property infringement claims. Regardless of the merit of
legal actions and claims, such matters can be expensive, time consuming, or harmful to our reputation and in recognition of these
considerations, we may engage in arrangements to settle litigation. While we maintain insurance for certain potential liabilities,
such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on
amounts recoverable. Due to the inherent uncertainty in the litigation process, the resolution of any particular legal proceeding
could result in changes to our products and business practices and could have a material adverse effect on our financial position
and results of operations.
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We are significantly dependent on technology and the rights related to it. From time to time, we have been sued by other
companies for allegedly violating their patents. Our company and other companies have experienced alleged claims from third
parties whose sole or primary business is to monetize patents. If an infringement suit against our company is successful, we may
be required to compensate the third-party bringing the suit either by paying a lump sum or ongoing license fees to be able to
continue selling a particular product or service. This type of compensation could be significant, in addition to legal fees and other
costs that we would incur defending such a claim.
We might also be prevented or enjoined by a court from continuing to provide the affected product or service. We may also be
required to defend or indemnify any customers who have been sued for allegedly infringing a third-party’s patent in connection
with using one of our products or services. Responding to intellectual property claims, regardless of the validity, can be time
consuming for our technology personnel and management.
Antitrust/competition-related claims or investigations could result in changes to how we do business and could be costly.
We are subject to applicable antitrust and competition laws and regulations in the countries where we have operations. These
laws and regulations seek to prevent and prohibit anti-competitive activity. From time to time, we may be subject to antitrust/
competition-related claims and investigations. Following such a claim or investigation, we may be required to change the way that
we offer a particular product or service and if we are found to have violated antitrust or competition laws or regulations, we may be
subject to fines or penalties. Any antitrust or competition-related claim or investigation could be costly for our company in terms
of time and expense and could have an adverse effect on our financial condition and results of operations.
Financial Risks
We generate a significant percentage of our revenues from recurring, subscription-based arrangements, and our ability to
maintain existing revenues and generate higher revenues is dependent in part on maintaining a high renewal rate.
In 2022, 80% of our revenues were derived from subscriptions or similar contractual arrangements, which result in recurring
revenues. Our revenues are supported by a relatively fixed cost base that is generally not impacted by fluctuations in revenues.
Because a high proportion of our revenues are recurring, we believe that our revenue patterns are generally more stable compared
to other business models that primarily involve the sale of products in discrete or one-off arrangements. However, there is often a
lag in realizing the impact of current sales or cancellations in our reported revenues, as we recognize revenues over the term of the
arrangement. Because of this lag effect, our revenues are typically slower to decline when economic conditions worsen, but are
also often slower to return to growth when economic activity improves, as compared to other businesses that are not subscription-
based. Our transactions revenues (11% of our 2022 revenues), which include volume-based fees related to online searches, fees
from software licenses, professional fees from service and consulting arrangements and advertising and sponsorship revenues in
our Reuters Professional business fluctuate when economic conditions worsen, such as during part of the COVID-19 pandemic.
Our subscription and similar contractual arrangements typically have terms ranging from one to five years, which most customers
renew at the end of each term. Renewal dates are spread over the course of the year. Many of our customer agreements have
automatic renewal provisions, but customers are often able to terminate these types of agreements prior to automatic renewal of
a new term by providing appropriate notice to us within a specified time period. In order to maintain existing revenues and to
generate higher revenues, we are dependent on a significant number of our customers to renew their arrangements with us. Our
revenues could also be lower if a significant number of our customers renewed their arrangements with us, but reduced the
amount of their spending.
Currency and interest rate fluctuations and volatility in global markets may have a significant impact on our reported
revenues and earnings.
Our financial statements are expressed in U.S. dollars and are, therefore, subject to movements in exchange rates on the
translation of the financial information of businesses whose functional currencies are not U.S. dollars. We recognize revenues and
incur expenses in many currencies and are thereby exposed to the impact of fluctuations in various foreign currency exchange
rates. We monitor the financial stability of the foreign countries in which we operate. Volatility and uncertainty in global markets in
the future could adversely affect our results.
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Exchange rate movements in our foreign currency exposures may cause fluctuations in our consolidated financial statements. If
our operations outside of the U.S. expand, we would expect this exposure to grow. We monitor foreign currency exposures on a
regular basis and some of our largest foreign currency exposures are currently to the British pound sterling, the Euro, the
Canadian dollar, the Brazilian real and the Indian rupee. We have historically, and may in the future, hedge some of our foreign
currency exposure if we believe that it may be material to our financial results.
The value of our LSEG shares, which are publicly traded, is subject to share price fluctuation and general volatility in the global
markets. A significant decline in the LSEG share price and/or significant deterioration in the British pound sterling to U.S. dollar
foreign exchange rate would decrease the value of our investment. We have entered into derivative financial instruments to
mitigate U.S. dollar/British pound sterling foreign exchange risk related to our investment in LSEG shares. While these derivative
financial instruments assist with mitigating these foreign exchange risks, they do not eliminate them entirely. We assess these
contracts at fair value each reporting period to record the gains and losses arising from foreign currency fluctuations. As discussed
later in this annual report, subject to certain exceptions, we are subject to a lock-up for our LSEG shares. Pursuant to the lock-up,
we are entitled to sell approximately 31 million of our company’s indirectly owned shares in the twelve-month period beginning
January 30, 2023, 22 million shares in the twelve-month period beginning January 30, 2024, and 8 million shares after the
lock-up arrangement terminates on January 29, 2025. As of March 1, 2023, we indirectly owned approximately 61.1 million LSEG
shares, which had a market value of approximately $5.5 billion, based on LSEG’s closing share price on that day.
We may issue non-U.S. dollar-denominated debt in the future and would expect to hedge any such debt into U.S. dollars, as has
been our practice. In addition, an increase in interest rates from current levels could adversely affect our results in future periods.
Our credit ratings may be downgraded, which may impede our access to the debt markets or raise our borrowing rates.
Our access to financing depends on, among other things, suitable market conditions and the maintenance of suitable long-term
credit ratings. Our credit ratings may be adversely affected by various factors, including increased debt levels, decreased earnings,
declines in customer demands, increased competition, a further deterioration in general economic and business conditions and
adverse publicity. Any future downgrades in our credit ratings may impede our access to the debt markets or raise our borrowing
rates. For additional information on our current credit ratings, please see the “Management’s Discussion and Analysis” and
“Additional Information – Ratings of Debt Securities” sections of this annual report.
We have significant funding obligations for pension arrangements that are affected by factors outside of our control.
We have significant funding obligations for various pension arrangements that are affected by factors outside of our control,
including market factors and changes in legislation. In the past, we have contributed to our pension plans to pre-fund certain
obligations. We may be required or we may opt to make additional contributions to some pension plans in the future and the
amounts of any such contributions may be material. In 2020, we amended our U.S. pension plan to freeze service accruals
effective on January 1, 2023.
Valuations of obligations for material plans are determined by independent actuaries and require assumptions in respect of
expected mortality, inflation, and medical cost trends, along with the discount rates used to measure obligations. These
assumptions are reviewed annually. While we believe that these assumptions are appropriate given current economic conditions,
significant differences in actual experience or significant changes in assumptions may materially affect our valuations of pension
obligations and related future expenses. In addition, the performance of equity and fixed income markets, which may be
influenced by general economic conditions, including interest rates, inflation and currency exchange rates, may impact the
funding level of our funded plans and required contributions.
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We may be required to take future impairment charges that would reduce our reported assets and earnings.
Goodwill and other identifiable intangible assets comprise a substantial portion of our total assets. We are required under IFRS to
test our goodwill and identifiable intangible assets with indefinite lives for impairment on an annual basis. We also are required by
IFRS to perform an interim or periodic review of our goodwill and all identifiable intangible assets if events or changes in
circumstances indicate that impairment may have occurred. Impairment testing requires our company to make significant
estimates about our future performance and cash flows, as well as other assumptions. Economic, legal, regulatory, competitive,
contractual and other factors as well as changes in our company’s share price and market capitalization may affect these
assumptions. If our testing indicates that impairment has occurred relative to current fair values, we may be required to record an
impairment charge in the period the determination is made. Recognition of an impairment would reduce our reported assets and
earnings.
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We have organized our management’s discussion and analysis in the following key sections:
Executive Summary – an overview of our business and key financial highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Investment in LSEG – a discussion of our current ownership interest in LSEG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
Results of Operations – a comparison of our current and prior-year results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Liquidity and Capital Resources – a discussion of our cash flow and debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Outlook – trends, priorities and our financial outlook, including material assumptions and material risks . . . . . . . . . . . . . . . . . . 62
Related Party Transactions – a discussion of transactions with our principal and controlling shareholder, The Woodbridge
Company Limited (Woodbridge) and other related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Subsequent Events – a discussion of material events occurring after December 31, 2022 and through the date of this
management’s discussion and analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Changes in Accounting Policies – a discussion of changes in our accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
Critical Accounting Estimates and Judgments – a discussion of critical estimates and judgments made by our
management in applying accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
Additional Information – other required disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Appendix – supplemental information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
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.
In the first quarter of 2022, we made two changes to our segment reporting to reflect changes in how we manage our businesses.
Prior-period amounts have been revised to reflect the current presentation. Refer to the “Additional Information” section of this
management’s discussion and analysis for further information.
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Thomson Reuters Annual Report 2022
Executive Summary
Our Company
Thomson Reuters is a leading provider of business information services. Our products include highly specialized information-
enabled software and tools for legal, tax, accounting and compliance professionals combined with the world’s most global news
service – Reuters.
Our company purpose is to Inform the Way Forward, where together with the professionals and institutions we serve, we help
uphold the rule of law, turn the wheels of commerce, catch bad actors, report the facts, and provide trusted, unbiased information
to people all over the world.
We are organized as five reportable segments reflecting how we manage our businesses.
Legal Professionals
Serves law firms and governments with research and workflow 9%
products, focusing on intuitive legal research powered by 11%
emerging technologies and integrated legal workflow solutions
that combine content, tools and analytics. 42%
15%
Corporates
Serves corporate customers from small businesses to multinational
organizations, including the seven largest global accounting firms, 23%
with our full suite of content-driven technology solutions for
in-house legal, tax, regulatory, compliance and IT professionals. Legal Professionals (42%)
Serves tax, accounting and audit professionals in accounting Tax & Accounting Professionals (15%)
firms (other than the seven largest, which are served by our Reuters News (11%)
Corporates segment) with research and workflow products,
focusing on intuitive tax offerings and automating tax workflows. Global Print (9%)
Reuters News
Supplies business, financial and global news to the world’s
media organizations, professionals and news consumers through
Reuters News Agency, Reuters.com, Reuters Events, Thomson
Reuters products and to financial market professionals
exclusively via LSEG products.
Global Print
Provides legal and tax information, primarily in print format, to
customers around the world.
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Thomson Reuters Annual Report 2022
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 centrally manage functions such as finance,
legal and human resources, as well as our recently completed Change Program. Costs relating to these activities are reported
within “Corporate Costs”.
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Thomson Reuters Annual Report 2022
Revenues by type
9%
Recurring revenues primarily consist of fees to access products or services over time, such as
11% Westlaw, Practical Law and many of our tax compliance products. Our products are generally
provided under subscription arrangements that have terms ranging from one to five years, which
most customers renew at the end of each term. Because most of our revenues are recurring, we
believe that our revenue patterns are generally more stable compared to other businesses that
80% primarily sell products in discrete or one-off arrangements. However, as we generally recognize
recurring revenues ratably over the contract term, there is a lag in realizing the impact of current
Recurring (80%)
sales or cancellations in our reported revenues. As a result, our revenues are typically slower to
Transactions (11%)
decline when economic conditions worsen, but slower to return to growth when economic
Global Print (9%)
activity improves, compared to other businesses that are not subscription-based.
Transactions revenues include volume-based fees, such as certain fees related to online
searches, as well as transactions in our Confirmation, Reuters Events and our recently acquired
SurePrep businesses. We also charge fees for software licenses and professional fees for service
and consulting arrangements. Transactions revenues are recognized primarily at a point in time
and, based on their type, can fluctuate significantly from period to period.
Global Print revenues largely consist of fees for content that is delivered primarily in traditional
paper format. We also earn fees from printing materials for third-party publishers. While
revenues from our print business are meaningful, we expect them to continue to decline each
year, as customers continue to migrate to online products. Print revenues are recognized at the
point of shipment or, if sold under a subscription arrangement, ratably over the contract term.
4%
Revenues by geography
17% In 2022, we earned 73% of our revenues in the U.S. We also operate regional teams outside
of the U.S., including in emerging markets, where we serve regional customers by either
6% modifying existing products and services for their needs or developing specific products for
the local market. Changes in foreign currency exchange rates relative to our business
73% outside the U.S. may cause variation in our revenue performance from period to period. In
2022, changes in foreign exchange rates decreased our revenues by 2% compared to the
U.S. (73%) prior year.
Other Americas (6%)
Europe, Middle East & Africa (17%)
Asia Pacific (4%)
Expenses
Most of our operating expenses are fixed. As a result, when our revenues increase, we
38% become more profitable and our adjusted EBITDA margin increases. Likewise, when our
revenues decline, we become less profitable and our adjusted EBITDA margin decreases.
62% However, the full impact of incremental revenues is not always reflected in our profitability
as we reinvest in our business. In 2022, staff costs, which are largely comprised of salaries,
performance bonuses, commissions, benefits and share-based compensation, comprised
Staff costs (62%) 62% of our total expenses. Approximately 67% of our 2022 operating expenses were
Other (38%) denominated in U.S. dollars with the balance denominated in currencies other than the
U.S. dollar. In 2022, changes in foreign exchange rates decreased our expenses by 3%
compared to the prior year.
In 2022 and 2021, we incurred $171 million and $183 million, respectively, of expenses
associated with our recently completed Change Program to transition our company from a
holding company to an operating company and from a content provider to a content-driven
technology company.
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Thomson Reuters Annual Report 2022
(1) Our 2022 performance (before currency) was measured in constant currency rates relative to 2021, except for free cash flow which was reflected at actual rates.
(2) Non-IFRS financial measures. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our
non-IFRS financial measures to the most directly comparable IFRS financial measures.
(3) Refer to the “Tax Expense” section within the “Results of Operations” section of this management’s discussion and analysis for additional information.
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Thomson Reuters Annual Report 2022
Change Program
In December 2022, we completed our two-year Change Program, which enabled our transition from a holding company into an
operating company, and from a content provider into a content-driven technology company. Our investments strengthened our
foundation and created a scalable platform for growth by:
• Making it easier for our customers to do business with us;
• Significantly modernizing and simplifying our product portfolio and product development groups;
• Reducing complexity across the organization and modernizing our technology and services; and
• Optimizing our organizational design and location strategy to enable increased speed to market, access to talent, flexible
working and better connectivity.
We invested the following amounts in our Change Program on technology, organizational and market-related initiatives.
Change Program Investments
Year ended December 31,
Total Total
(millions of U.S. dollars) 2022 2021 Program Expected
Change Program investments
Operating expenses 171 183 354 343 – 383
Accrued capital expenditures 118 112 230 212 – 252
Total investments 289 295 584 600
We supplemented our existing teams with experienced talent to strengthen skill sets across product development, digital,
technology, strategy and change management. We have made 50% of our revenues available in a cloud solution, increased the
proportion of sales we make through our digital channels and improved our customers’ experience when interacting with us. We
combined our content and editorial efforts to improve how we deliver our products to our customers and to drive efficiencies. We
reduced our product portfolio as well as our global footprint of office locations and call centers. As of December 31, 2022, we
achieved $540 million of annualized run-rate operating expense savings, and broadly delivered against the financial targets set
out in 2021.
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Thomson Reuters Annual Report 2022
Investment in LSEG
In January 2021, our company and Blackstone’s consortium sold Refinitiv to LSEG in an all-share transaction. We hold our LSEG
shares through YPL, an entity jointly owned by our company, Blackstone’s consortium and certain current LSEG and former
members of Refinitiv senior management. As of December 31, 2022, we owned 42.84% of YPL and indirectly owned 72.0 million
LSEG shares. On January 31, 2023, our company and Blackstone’s consortium collectively sold approximately 21.2 million LSEG
shares through YPL to Microsoft, of which 10.5 million LSEG shares were indirectly owned by our company. We received
approximately $1.0 billion of gross proceeds from the sale, which was fixed in U.S. dollars. After the sale, we indirectly owned
approximately 61.5 million LSEG shares. The market value of our investment in LSEG on March 1, 2023 was approximately
$5.5 billion, based on LSEG’s closing share price on that date and 61.1 million shares, which reflects additional shares sold
through our participation in LSEG’s open market buyback program.
In conjunction with the sale of shares to Microsoft, LSEG amended the terms of contractual lock-up provisions previously agreed
between LSEG and the Blackstone/Thomson Reuters entities that hold the LSEG shares. As such, we are entitled to sell
approximately 31 million of our company’s indirectly owned shares in the twelve-month period beginning January 30, 2023,
22 million shares in the twelve-month period beginning January 30, 2024, and 8 million shares after the lock-up arrangement
terminates on January 29, 2025. We expect to begin selling LSEG shares in March, after LSEG reports their year-end results, in
tranches throughout the year, subject to market conditions. Relative to our remaining shares, we expect to pay 25% capital gains
tax on proceeds above our cost basis of $2.6 billion. See the “Liquidity and Capital Resources” section of this management’s
discussion and analysis for information about our expected use of proceeds from the sale of LSEG shares.
Reuters News’ 30-year news agreement with the Data & Analytics business of LSEG continues under the same terms and
conditions and is scheduled to run to 2048.
See the “Liquidity and Capital Resources” section of the management’s discussion and analysis for information about our
expected use of proceeds from the sale of LSEG shares.
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Thomson Reuters Annual Report 2022
Results of Operations
Refer to the “Additional Information” section of this management’s discussion and analysis regarding an update to our income tax
expense after the announcement of our 2022 fourth-quarter and full-year results on February 9, 2023.
Consolidated Results
Year ended December 31,
Change
Constant
(millions of U.S. dollars, except per share amounts and margins) 2022 2021 Total Currency
(1) Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the
most directly comparable IFRS financial measures.
Revenues
Year ended December 31,
Change
Constant
(millions of U.S. dollars) 2022 2021 Total Currency Organic
Recurring revenues 5,324 5,048 5% 7% 7%
Transactions revenues 711 691 3% 5% 6%
Global Print revenues 592 609 (3%) (1%) (1%)
Revenues 6,627 6,348 4% 6% 6%
Revenues increased 4% in total driven by growth across four of our five business segments. Foreign currency negatively impacted
revenue growth by 2%. On an organic basis, total revenues increased 6%, driven by 7% growth in recurring revenues (80% of total
revenues) and 6% growth in transactions revenues. Global Print revenues decreased 1% organically.
Revenues from the “Big 3” segments (80% of total revenues) increased 5% in total. Foreign currency negatively impacted revenue
growth by 1%. On an organic basis, revenues increased 7%, driven by 8% growth in recurring revenues, while transactions revenues
grew 2%.
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Thomson Reuters Annual Report 2022
Foreign currency negatively impacted revenue growth due to the strengthening of the U.S. dollar against most major currencies,
compared to the prior-year period, with the greatest impact coming from the British pound sterling and the Euro.
Operating profit, adjusted EBITDA and adjusted EBITDA less accrued capital expenditures
Operating profit increased 48% due to higher revenues, lower costs, which included cost benefits resulting from the Change
Program as well as currency benefits, and gains on the sale of certain non-core businesses.
Adjusted EBITDA, which excludes gains on the sale of non-core businesses, as well as other adjustments, increased 18%, and the
related margin increased to 35.1%, due to higher revenues and lower costs. Investments in the Change Program negatively
impacted the full year of 2022 adjusted EBITDA margin by 260bp. Foreign currency benefited the year-over-year change in
adjusted EBITDA margin by 60bp.
Adjusted EBITDA less accrued capital expenditures and the related margin increased due to higher adjusted EBITDA, which more
than offset slightly higher accrued capital expenditures. Accrued capital expenditures included $118 million and $112 million in
2022 and 2021, respectively, associated with the Change Program.
Operating expenses
Year ended December 31,
Change
Constant
(millions of U.S. dollars) 2022 2021 Total Currency
Operating expenses 4,280 4,370 (2%) 1%
Remove fair value adjustments(1) 19 8
Operating expenses excluding fair value adjustments 4,299 4,378 (2%) 1%
(1) Fair value adjustments primarily represent gains or losses on intercompany balances that arise in the ordinary course of business due to changes in foreign currency
exchange rates.
Due to the strengthening of the U.S. dollar against most major currencies, operating expenses, excluding fair value adjustments,
decreased, compared to the prior-year period. On a constant currency basis, operating expenses, excluding fair value adjustments,
increased as cost savings from our Change Program were more than offset by higher sales related expenses associated with
higher revenues, and investments in technology. Change Program costs were $171 million and $183 million in 2022 and 2021,
respectively, which included severance as well as costs to drive technology and digital sales efficiencies.
Depreciation and amortization
Year ended December 31,
(millions of U.S. dollars) 2022 2021 Change
• Depreciation and amortization of computer software on a combined basis decreased due to the completion of depreciation and
amortization on certain assets acquired in previous years and because the prior year included the write-down of assets
associated with real estate leases we have vacated. These factors more than offset higher computer software amortization due
to our April 2022 acquisition of ThoughtTrace.
• Amortization of other identifiable intangible assets decreased due to the completion of amortization of assets acquired in
previous years.
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Thomson Reuters Annual Report 2022
In 2022, other operating gains, net, included gains on the sale of certain non-core businesses. In 2021, other operating gains, net,
included a benefit from the revaluation of warrants that we previously held in Refinitiv prior to its sale to LSEG on January 29,
2021, income related to a license that allowed the Refinitiv business of LSEG to use the “Reuters” mark and a gain on the sale of a
non-core business.
Net interest expense was unchanged as higher interest costs associated with commercial paper borrowings and tax liabilities
offset lower interest costs on net pension obligations and higher interest income. 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.
In 2022, other finance income included gains of $328 million from foreign exchange contracts on instruments that are intended to
reduce foreign currency risk on a portion of our indirect investment in LSEG, which is denominated in British pounds sterling, and
net foreign exchange gains on intercompany funding arrangements. In 2021, net foreign exchange gains on intercompany funding
arrangements more than offset $19 million of losses from foreign exchange contracts. Refer to the “Risk Management” section of
this management’s discussion and analysis for a discussion on how we manage and mitigate our foreign currency risks.
Our investment in LSEG is subject to equity accounting because the LSEG shares are held through YPL, over which we have
significant influence. The investment in LSEG shares held by YPL is accounted for at fair value, based on the share price of LSEG,
which is denominated in British pounds sterling.
In 2022, share of post-tax losses in equity method investments reflected a decrease in value of our LSEG investment due to
foreign exchange losses of $787 million, which more than offset increases in value of $207 million due to a higher share price,
dividend income of $87 million and a $77 million gain on a forward contract relating to the agreement to sell LSEG shares to
Microsoft for a fixed price. See the “Investment in LSEG” section of this management’s discussion and analysis for further
information.
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Thomson Reuters Annual Report 2022
In 2022, LSEG repurchased approximately 1.2 million ordinary shares from YPL under a buyback program announced by LSEG in
August 2022. We received proceeds of $43 million, for approximately 0.5 million shares, which were distributed as a dividend and
reduced our investment.
In 2021, share of post-tax earnings in equity method investments reflected an $8,075 million gain from the sale of Refinitiv and
$75 million in dividend income, which was partly offset by a $1,749 million decline in the value of the LSEG investment after the
sale and $168 million of post-tax losses related to the Refinitiv operations prior to the sale. In March 2021, as permitted under a
lock-up exception, approximately 10.1 million of our LSEG shares were sold for pre-tax net proceeds of $994 million. Proceeds
from the sale of the shares by YPL were also distributed to us as a dividend.
Tax expense
Year ended December 31,
(millions of U.S. dollars) 2022 2021
Tax expense 259 1,607
Our effective income tax rate on earnings from continuing operations was 15.7% compared to 22.0% in 2021. Tax expense in each
year included significant impacts related to our indirect investment in LSEG. In 2022, tax expense included $124 million of tax
benefit related to our losses in equity method investments and $80 million of tax expense related to other finance income,
primarily from gains on foreign exchange contracts related to our investment in LSEG. Tax expense in 2022 also included a
charge of $64 million to reflect our intention to settle a tax dispute with a tax loss carryforward that had been previously
recognized as a deferred tax asset on our balance sheet. In 2021, tax expense included $1,497 million related to our earnings in
equity method investments, primarily related to the gain on sale of Refinitiv to LSEG and $21 million of benefits from the reversal
of reserves for uncertain tax positions attributable to prior tax years. The comparability of our tax expense was further impacted by
various transactions and accounting adjustments during each year. In each year, the tax expense reflected the mix of taxing
jurisdictions in which pre-tax profits and losses were recognized. The following table sets forth certain components within income
tax expense that impacted comparability from year to year, including tax expense (benefit) associated with items that are removed
from adjusted earnings:
Year ended December 31,
(millions of U.S. dollars) 2022 2021
Tax expense (benefit)
Tax items impacting comparability:
Corporate tax laws and rates(1) (13) (17)
Deferred tax adjustments(2) 28 (7)
Subtotal 15 (24)
Tax related to:
Amortization of other identifiable intangible assets (22) (26)
Share of post-tax (losses) earnings in equity method investments(3) (124) 1,497
Other finance income 80 (5)
Other operating gains, net 42 9
Other items 2 -
Subtotal (22) 1,475
Total (7) 1,451
(1) In 2022, the amount consists primarily of adjustments to deferred tax balances due to changes in effective state tax rates. In 2021, the amount includes changes in
deferred tax assets due to changes in foreign tax rates.
(2) In 2022, includes a charge for the use of a deferred tax asset in connection with a tax dispute, recognition of deferred tax assets for a tax basis step-up attributable
to a non-U.S. subsidiary, adjustments required for a business that was classified as held for sale as well as adjustments required due to divestitures and acquisitions. In
2021, includes adjustments required due to divestitures and acquisitions.
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Thomson Reuters Annual Report 2022
Because the items described above impact the comparability of our tax expense for each year, 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:
Year ended December 31,
(millions of U.S. dollars) 2022 2021
Tax expense 259 1,607
Remove: Items from above impacting comparability 7 (1,451)
Total tax expense on adjusted earnings 266 156
Our 2022 effective tax rate on adjusted earnings was 17.6% (2021 – 13.9%). On an adjusted earnings basis, our effective income
tax rates in both years were lower than the Canadian corporate income tax rate of 26.5%. The difference is primarily attributable
to lower tax rates and differing tax rules applicable to certain of our operating and financing subsidiaries outside of Canada. As a
global company, our income taxes depend on the laws of numerous countries and the provisions of multiple income tax
conventions between various countries in which we operate.
Because of the requirements of income tax accounting under IFRS, income tax expense can differ significantly from taxes paid in
any reporting period. We paid income taxes from net earnings on our worldwide business as follows:
Year ended December 31,
Income taxes paid (millions of U.S. dollars) 2022 2021
Operating activities – continuing operations 193 172
Operating activities – discontinued operations - 2
Investing activities – continuing operations 7 850
Investing activities – discontinued operations 16 42
In January 2021, our company and Blackstone’s consortium sold Refinitiv to LSEG for a gain of $8,075 million. The transaction was
predominantly tax deferred for our company except for $627 million that was paid in 2021. In March 2021, as permitted under a
lock-up exception, approximately 10.1 million of our LSEG shares were sold for pre-tax net proceeds of $994 million. Out of these
proceeds, we paid $223 million of tax on the sale of the shares and $627 million on taxes due on the LSEG transaction. The total
tax payments of $850 million were reflected in “Investing activities – continuing operations” above.
Our effective tax rate and our cash tax cost in the future will depend on the laws of numerous countries and the provisions of
multiple income tax conventions between various countries in which we operate. Our effective tax rate will be dependent upon tax
laws and conventions remaining unchanged or favorable to our company, as well as the geographic mix of our profits. See the
“Liquidity and Capital Resources — Contingencies” section of this management’s discussion and analysis for further discussion of
income tax liabilities.
In the first half of 2023, we expect new tax legislation to be enacted in Canada that will reduce our ability to deduct interest
expense against our Canadian income. As a result, we expect to increase our taxable profits in Canada against which we will apply
tax loss carryforwards. When the legislation is enacted, we expect to recognize previously unrecognized tax loss carryforwards in
our income statement and record corresponding deferred tax assets, the amount of which could be significant.
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Thomson Reuters Annual Report 2022
In 2022, loss from discontinued operations, net of tax, was primarily comprised of losses arising on a receivable balance from
LSEG relating to a tax indemnity. The losses were due to changes in foreign exchange and interest rates. In 2021, earnings from
discontinued operations, net of tax, included residual income and expenses related to our former Financial & Risk business.
(1) Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the
most directly comparable IFRS financial measures.
Net earnings and diluted EPS decreased compared to the prior-year period because 2021 included a gain of approximately
$8.1 billion on the sale of Refinitiv to LSEG in January 2021.
Adjusted earnings and the related per share amount increased primarily due to higher adjusted EBITDA, which more than offset
higher income tax expense.
Segment Results
The following is a discussion of our five reportable segments and our Corporate costs. 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
Year ended December 31,
Change
Constant
(millions of U.S. dollars, except margins) 2022 2021 Total Currency Organic
Recurring revenues 2,631 2,523 4% 6% 6%
Transactions revenues 172 189 (9%) (7%) (5%)
Revenues 2,803 2,712 3% 5% 6%
Segment adjusted EBITDA 1,227 1,091 13% 14%
Segment adjusted EBITDA margin 43.8% 40.2% 360bp 350bp
Revenues increased in total, constant currency and on an organic basis. Organic revenues increased due to growth in recurring
revenues (94% of the Legal Professionals segment) driven by Practical Law, Westlaw, HighQ and our Government business.
Transactions revenues declined on an organic basis (6% of the Legal Professionals segment), reflecting lower Government
revenues due to a slower release of U.S. federal funding.
Revenues in our Legal Professionals segment grew 6% organically, despite a modest decrease in the segment’s revenue growth
trend during the fourth quarter. The decreased trend was primarily due to our Elite and Government businesses, which comprised
24% of our Legal Professionals segment revenue in 2022. See the fourth-quarter revenue discussion for Legal Professionals for
further detail.
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Thomson Reuters Annual Report 2022
Segment adjusted EBITDA and the related margin increased due to higher revenues and lower expenses, which reflected cost
savings from our Change Program and a benefit from foreign currency. Foreign currency benefited the year-over-year change in
segment adjusted EBITDA margin by 10bp.
Corporates
Year ended December 31,
Change
Constant
(millions of U.S. dollars, except margins) 2022 2021 Total Currency Organic
Recurring revenues 1,305 1,209 8% 9% 9%
Transactions revenues 231 231 - 1% 2%
Revenues 1,536 1,440 7% 8% 8%
Segment adjusted EBITDA 578 496 17% 16%
Segment adjusted EBITDA margin 37.6% 34.4% 320bp 270bp
Revenues increased in total, constant currency and on an organic basis. The increase in organic revenues was driven by 9% growth
in recurring revenues (85% of the Corporates segment) led by Practical Law, CLEAR, Direct Tax, Indirect Tax and HighQ. On the
same basis, transactions revenues (15% of the Corporates segment) increased 2% as growth in the Trust, Confirmation and the
segment’s businesses in Asia and Latin America more than offset decreases in revenues from implementation services and certain
risk products.
Segment adjusted EBITDA and the related margin increased as higher revenues more than offset higher expenses, which were
mitigated by cost savings from our Change Program. Foreign currency benefited the year-over-year change in segment adjusted
EBITDA margin by 50bp.
Revenues increased in total, constant currency and on an organic basis. The increase in organic revenues reflected growth in
recurring (81% of the Tax & Accounting Professionals segment) and transactions revenues (19% of the Tax & Accounting
Professionals segment), both of which were due to growth in UltraTax and the segment’s businesses in Latin America.
Transactions revenues also benefited from growth in Confirmation and higher training revenues.
Segment adjusted EBITDA and the related margin increased due to higher revenues and lower expenses, which reflected cost
savings from our Change Program and a benefit from foreign currency. Foreign currency benefited the year-over-year change in
segment adjusted EBITDA margin by 60bp.
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Thomson Reuters Annual Report 2022
Reuters News
Year ended December 31,
Change
Constant
(millions of U.S. dollars, except margins) 2022 2021 Total Currency Organic
Recurring revenues 612 596 3% 5% 5%
Transactions revenues 121 98 24% 31% 31%
Revenues 733 694 6% 9% 9%
Segment adjusted EBITDA 154 103 50% 36%
Segment adjusted EBITDA margin 21.0% 14.8% 620bp 380bp
Revenues increased in total, constant currency and on an organic basis driven by growth from Reuters Events and the segment’s
news agreement with the Data & Analytics business of LSEG. The Reuters Events business benefited from a return to in-person
events from primarily virtual events last year.
Reuters News has a news agreement with the Data & Analytics business of LSEG through October 1, 2048. In 2022, we recorded
$360 million (2021—$339 million) of revenues under this agreement, which represent the current minimum annual value.
However, these revenues may increase further as the contract requires adjustments related to changes in the consumer price
index and foreign exchange rates.
Segment adjusted EBITDA and the related margin increased primarily reflecting the favorable impact of foreign currency due to
the strengthening of the U.S. dollar against most major currencies, as well as higher revenues. Expenses also benefited from cost
savings associated with our Change Program. Foreign currency benefited the year-over-year change in segment adjusted EBITDA
margin by 240bp.
Global Print
Year ended December 31,
Change
Constant
(millions of U.S. dollars, except margins) 2022 2021 Total Currency Organic
Revenues 592 609 (3%) (1%) (1%)
Segment adjusted EBITDA 212 226 (6%) (4%)
Segment adjusted EBITDA margin 35.7% 37.1% (140)bp (130)bp
Revenues decreased in total, constant currency, and on an organic basis. The performance was better than expected due to
improved customer retention, higher third-party revenues for printing services, and timing benefits, which are expected to
normalize in the first quarter of 2023.
Segment adjusted EBITDA and the related margin decreased due to lower revenues. The decrease in margins also reflected the
dilutive impact of lower margin third-party print revenues. Foreign currency negatively impacted the year-over-year change in
segment adjusted EBITDA margin by 10bp.
Corporate costs
Year ended December 31,
(millions of U.S. dollars) 2022 2021
Corporate costs 293 325
The decrease in Corporate costs reflected lower Change Program expenses, which were $171 million in 2022 and $183 million in
2021, as well as a benefit from foreign currency.
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Thomson Reuters Annual Report 2022
Consolidated Results
Three months ended December 31,
Change
Constant
(millions of U.S. dollars, except per share amounts and margins) 2022 2021 Total Currency
IFRS Financial Measures
Revenues 1,765 1,710 3%
Operating profit 631 257 146%
Net earnings (loss) 218 (175) n/m
Diluted earnings (loss) per share $0.45 $(0.36) n/m
Net cash provided by operating activities 676 397 70%
Net cash provided by (used in) investing activities 64 (299) n/m
Net cash used in financing activities (132) (829) n/m
Non-IFRS Financial Measures(1)
Revenues 1,765 1,710 3% 5%
Organic revenue growth 6%
Adjusted EBITDA 633 452 40% 41%
Adjusted EBITDA margin 35.9% 26.4% 950bp 920bp
Adjusted EBITDA less accrued capital expenditures 495 275 80%
Adjusted EBITDA less accrued capital expenditures margin 28.1% 16.1% 1200bp
Adjusted earnings 352 210 67%
Adjusted EPS $0.73 $0.43 70% 72%
Free cash flow 526 255 106%
“Big 3” Segments
Revenues 1,409 1,359 4% 5%
Organic revenue growth 7%
Adjusted EBITDA 618 488 27% 28%
Adjusted EBITDA margin 43.9% 35.8% 810bp 780bp
(1) Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the
most directly comparable IFRS financial measures.
Revenues
Revenues increased 3% in total driven by growth across four of our five business segments. Foreign currency and divestitures
negatively impacted revenue growth by 2% and 1%, respectively. On an organic basis, revenues increased 6%, driven by 7% growth
in recurring revenues (82% of total revenues) and 5% growth in transactions revenues. Global Print revenues decreased 1%
organically.
Revenues from the “Big 3” segments (80% of total revenues) increased 4% in total. Foreign currency and divestitures negatively
impacted revenue growth by 1% and 2%, respectively. On an organic basis, revenues increased 7%, driven by recurring revenue
growth of 8%. Transactions revenues declined 2% organically. This is the seventh consecutive quarter our “Big 3” segments, in
aggregate, have grown at least 6% organically.
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Thomson Reuters Annual Report 2022
Operating profit, adjusted EBITDA and adjusted EBITDA less accrued capital expenditures
Operating profit increased 146% due to lower costs, which included cost benefits resulting from the Change Program and lower
performance bonus expense, higher revenues and gains on the sale of certain non-core businesses.
Adjusted EBITDA, which excludes gains on the sale of non-core businesses, as well as other adjustments, increased 40%, and the
related margin increased to 35.9%, due to lower costs and higher revenues. Investments in the Change Program negatively
impacted the fourth quarter of 2022 adjusted EBITDA margin by 340bp. Foreign currency benefited the year-over-year change in
adjusted EBITDA margin by 30bp.
Adjusted EBITDA less accrued capital expenditures and the related margin increased due to higher adjusted EBITDA and lower
accrued capital expenditures. Accrued capital expenditures included $21 million and $47 million in 2022 and 2021, respectively,
associated with the Change Program.
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Thomson Reuters Annual Report 2022
Segment Results
Three months ended December 31,
Change
Constant
(millions of U.S. dollars, except margins) 2022 2021 Total Currency(1) Organic(1)
Revenues
Legal Professionals 704 689 2% 4% 5%
Corporates 379 358 6% 7% 9%
Tax & Accounting Professionals 326 312 5% 5% 8%
“Big 3” Segments Combined(1) 1,409 1,359 4% 5% 7%
Reuters News 198 187 7% 10% 10%
Global Print 162 170 (4%) (2%) (1%)
Eliminations/ Rounding (4) (6)
Revenues 1,765 1,710 3% 5% 6%
Adjusted EBITDA(1)
Legal Professionals 294 239 23% 27%
Corporates 135 93 45% 46%
Tax & Accounting Professionals 189 156 22% 21%
“Big 3” Segments Combined 618 488 27% 28%
Reuters News 40 15 162% 125%
Global Print 59 61 (3%) (1%)
Corporate costs (84) (112) n/a n/a
Adjusted EBITDA 633 452 40% 41%
Legal Professionals
Revenues increased in total, constant currency and on an organic basis. The increase in organic revenues reflected 6% growth in
recurring revenues (94% of the Legal Professionals segment), driven by Practical Law, Westlaw and HighQ. Transactions revenues
(6% of the Legal Professionals segment) declined 8% due to lower professional services revenues in the segment’s Elite business
and lower revenues in the Government business. In the fourth quarter, the growth trend of Legal Professionals on an organic basis
declined to 5% from 6%, primarily due to our Elite and Government businesses. Elite’s professional services revenues were lower
because the business began to transition from on-premise software solutions to a cloud-based software-as-a-service (SaaS)
offering. However, over the long term, we expect the transition will increase recurring revenues and segment adjusted EBITDA
margins. In our Government business, overall organic revenue growth decreased in the fourth quarter, compared to the nine-
month period, reflecting slowdowns in the release of U.S. Federal funding.
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Thomson Reuters Annual Report 2022
Segment adjusted EBITDA and the related margin increased due to higher revenues and lower expenses, which reflected cost
savings from our Change Program and lower performance bonus expense. Foreign currency negatively impacted the year-over
year change in segment adjusted EBITDA margin by 20bp.
Corporates
Revenues increased in total, constant currency and on an organic basis. The increase in organic revenues was due to 11% growth in
recurring revenues (89% of the Corporates segment), driven by Practical Law, CLEAR, Direct Tax and Global Trade Management.
Transactions revenues (11% of the Corporates segment) declined 5%, as expected, due to a decrease in revenues from
implementation services and certain risk products.
Segment adjusted EBITDA and the related margin increased due to higher revenues and lower expenses, which reflected cost
savings from our Change Program and lower performance bonus expense. Foreign currency benefited the year-over-year change
in segment adjusted EBITDA margin by 30bp.
Reuters News
Revenues increased in total, constant currency and on an organic basis driven by growth from Reuters Events and the segment’s
news agreement with the Data & Analytics business of LSEG.
Segment adjusted EBITDA and the related margin increased due to the favorable impact of foreign currency reflecting the
strengthening of the U.S. dollar against most major currencies as well as higher revenues. Expenses also benefited from cost
savings associated with our Change Program and lower performance bonus expense. Foreign currency benefited the year-over
year change in segment adjusted EBITDA margin by 330bp.
Global Print
Revenues decreased in total, constant currency, and on an organic basis. The performance was better than expected due to
improved customer retention, higher third-party revenues for printing services and timing benefits. In the first quarter of 2023, we
expect a larger revenue decline as the favorable timing experienced in 2022 should normalize.
Segment adjusted EBITDA decreased as lower revenues more than offset lower expenses. The related margin increased slightly
despite the dilutive impact of lower margin third-party print revenues. Foreign currency had no impact on the year-over-year
change in segment adjusted EBITDA margin.
Corporate costs
Corporate costs decreased primarily due to lower Change Program expenses, which were $60 million in 2022 and $78 million in
2021.
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Cash Flow
Summary of Consolidated Statement of Cash Flow
(1) Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the
most directly comparable IFRS financial measures.
Operating activities. Net cash provided by operating activities increased as the cash benefits from higher operating profit more
than offset higher payments for our Change Program and annual incentive plan bonuses.
Investing activities. In 2022, net cash used in investing activities included $595 million of capital expenditures and $191 million of
acquisition spending. These outflows were partly offset by $216 million in proceeds from the sale of certain non-core businesses
and $130 million of dividends from YPL, $43 million of which related to YPL’s participation in LSEG’s share buyback program. In
April 2022, we acquired ThoughtTrace.
In 2021, net cash used in investing activities included $850 million of taxes paid related to the sale of Refinitiv and the subsequent
sale of LSEG shares. The discontinued operations portion of investing activities included $252 million of tax assessments related
to our former Financial & Risk business (see the “Contingencies – Uncertain Tax Positions” sections of this management’s
discussion and analysis). In 2021, capital expenditures were $487 million. These outflows were partly offset by $1,069 million of
dividends received, which included $994 million from the sale of LSEG shares and $75 million paid by LSEG.
Financing activities. In 2022 and 2021, net cash used in financing activities included dividends paid to common shareholders and share
repurchases of $2,116 million (2021- $2,173 million), in aggregate. In 2022, returns to our shareholders were partly offset by
$1,042 million of net borrowings under our commercial paper program. Refer to the “Commercial paper program”, ”Dividends” and
“Share repurchases” subsections below for additional information.
Cash and cash equivalents. The increase in cash and cash equivalents reflects the proceeds from commercial paper borrowings,
a portion of which was used to fund our $500 million acquisition of SurePrep on January 3, 2023.
Free cash flow. Free cash flow increased as higher cash flows from operating activities were partially offset by higher capital
expenditures, primarily associated with the Change Program.
Additional information about our debt and credit arrangements, dividends and share repurchases is as follows:
• Commercial paper program. Our $2.0 billion commercial paper program provides cost-effective and flexible short-term funding.
The carrying amount of outstanding commercial paper of $1,048 million is included in “Current indebtedness” within the
consolidated statement of financial position as of December 31, 2022 (December 31, 2021 – nil).
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Thomson Reuters Annual Report 2022
• Credit facility. In November 2022, we amended and restated our credit facility agreement to increase the commitment to
$2.0 billion from $1.8 billion and extend the maturity to November 2027. The facility 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 December 31, 2022 and 2021. Based on our current credit ratings, the cost of borrowing under the
facility is priced at the Term Secure Overnight Financing Rate (SOFR)/Euro Interbank Offered Rate (EURiBOR)/Simple Sterling
Overnight Index Average (SONIA) plus 102.5 basis points. We have 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. If our debt rating is downgraded by Moody’s, S&P or Fitch, our facility fees and borrowing costs would
increase, although availability would be unaffected. Conversely, an upgrade in our ratings may reduce our facility fees and
borrowing costs. We also monitor the lenders that are party to our facility and believe they continue to be able to lend to us.
We guarantee borrowings by our subsidiaries under the credit facility. We must also maintain a ratio of net debt as defined in the
credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as
defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications
described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If we complete an acquisition with a
purchase price of over $500 million, the ratio of net debt to EBITDA would temporarily increase to 5.0:1 for three quarters after
completion, at which time the ratio would revert to 4.5:1. As of December 31, 2022, we were in compliance with this covenant as
our ratio of net debt to EBITDA, as calculated under the terms of our syndicated credit facility, was 1.6:1.
• Long-term debt. We did not issue notes or repay principal amounts of debt in 2022 or 2021.
In June 2022, we filed a new base shelf prospectus under which Thomson Reuters Corporation and one of its U.S.
subsidiaries, TR Finance LLC, may collectively issue up to $3.0 billion of unsecured debt securities from time to time through
July 29, 2024. Any debt securities issued by TR Finance LLC will be fully and unconditionally guaranteed on an unsecured
basis by Thomson Reuters Corporation and three U.S. subsidiary guarantors, which are also indirect 100%-owned and
consolidated subsidiaries of Thomson Reuters Corporation. Except for TR Finance LLC and the subsidiary guarantors, none of
Thomson Reuters Corporation’s other subsidiaries have guaranteed or would otherwise become obligated with respect to any
issued TR Finance LLC debt securities. Neither Thomson Reuters Corporation nor TR Finance LLC has issued any debt
securities under the prospectus. Please refer to Appendix G of this management’s discussion and analysis for condensed
consolidating financial information of the Company, including TR Finance LLC and the subsidiary guarantors.
• Credit ratings. Our access to financing depends on, among other things, suitable market conditions and the maintenance of
suitable long-term credit ratings. Our credit ratings may be adversely affected by various factors, including increased debt
levels, decreased earnings, declines in customer demand, increased competition, a deterioration in general economic and
business conditions and adverse publicity. Any downgrades in our credit ratings may impede our access to the debt markets
or result in higher borrowing rates.
The following table sets forth the credit ratings we have received from rating agencies in respect of our outstanding securities
as of the date of this management’s discussion and analysis:
These credit ratings are not recommendations to purchase, hold, or sell securities and do not address the market price or
suitability of a specific security for a particular investor. Credit ratings may not reflect the potential impact of all risks on the
value of securities. We cannot assure you that our credit ratings will not be lowered in the future or that rating agencies will
not issue adverse commentaries regarding our securities.
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Thomson Reuters Annual Report 2022
• Dividends. Dividends on our common shares are declared in U.S. dollars. In February 2022, we announced a 10% or
$0.16 per share increase in the annualized dividend rate to $1.78 per common share (beginning with the common share
dividend we paid in March 2022). In our consolidated statement of cash flow, dividends paid on common shares are shown
net of amounts reinvested in our company under our dividend reinvestment plan (DRIP). Registered holders of common
shares may participate in our DRIP, under which cash dividends are automatically reinvested in new common shares.
Common shares are valued at the weighted-average price at which the shares traded on the Toronto Stock Exchange (TSX)
during the five trading days immediately preceding the record date for the dividend.
Details of dividends declared per common share and dividends paid on common shares are as follows:
Year ended December 31,
(millions of U.S. dollars, except per share amounts) 2022 2021
Dividends declared per common share $1.78 $1.62
Dividends declared 861 797
Dividends reinvested (27) (24)
Dividends paid 834 773
In February 2023, we announced a 10% or $0.18 per share increase in the annualized dividend rate to $1.96 per common
share (beginning with the common share dividend that we plan to pay in March 2023). See the “Subsequent Events” section
of this management’s discussion and analysis for additional information.
• Share repurchases – Normal Course Issuer Bid (NCIB). We buy back shares (and subsequently cancel them) from time to
time as part of our capital strategy. In June 2022, we announced that we plan to repurchase up to $2.0 billion of our common
shares. Share repurchases are typically executed under a NCIB. Under the current NCIB, we may repurchase up to 24 million
common shares between June 13, 2022 and June 12, 2023 in open market transactions on the TSX, the NYSE and/or other
exchanges and alternative trading systems, if eligible, or by such other means as may be permitted by the TSX and/or NYSE
or under applicable law, including private agreement purchases if we receive an issuer bid exemption order in the future from
applicable securities regulatory authorities in Canada for such purchases.
Details of share repurchases were as follows:
Year ended December 31,
2022 2021
Share repurchases (millions of U.S. dollars) 1,282 1,400
Shares repurchased (number in millions) 11.9 12.8
Share repurchases – average price per share in U.S. dollars $107.99 $109.42
Decisions regarding any future repurchases will depend on certain factors such as market conditions, share price and other
opportunities to invest capital for growth. We may elect to suspend or discontinue share repurchases at any time, in
accordance with applicable laws. From time to time when we do not possess material nonpublic information about ourselves
or our securities, we may enter into an automatic share repurchase plan with our broker to allow for the repurchase of shares
at times when we ordinarily would not be active in the market due to our own internal trading blackout periods, insider
trading rules or otherwise. Any such plans entered into with our broker will be adopted in accordance with applicable
Canadian securities laws and the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended.
Financial Position
Our total assets were $21.7 billion as of December 31, 2022, compared to $22.1 billion as of December 31, 2021. The change
reflected a decrease in the value of our LSEG investment.
As of December 31, 2022, our current liabilities exceeded our current assets by $2.1 billion, largely due to $1.0 billion of commercial
paper and $0.6 billion of term debt, which is due in the fourth quarter of 2023. We believe we can refinance these amounts at any
time, given our credit facility and access to long term debt markets, both of which are supported by our strong investment grade
credit ratings. We also have significant cash on hand which we could use to repay a portion of the amounts outstanding.
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Thomson Reuters Annual Report 2022
Additionally, current liabilities included $0.9 million of deferred revenue, which arises from the sale of subscription-based products
and services that many customers pay for in advance. The cash received from these advance payments is used to currently fund the
operating, investing and financing activities of our business. However, for accounting purposes, these advance payments must be
deferred and recognized over the term of the subscription. As such, we typically reflect a negative working capital position in our
consolidated statement of financial position. In the ordinary course of business, deferred revenue does not represent a cash
obligation, but rather an obligation to perform services or deliver products, and therefore when we are in that situation, we do not
believe it is indicative of a liquidity issue, but rather an outcome of the required accounting for our business model.
Net debt and leverage ratio of net debt to adjusted EBITDA
December 31,
(millions of U.S. dollars) 2022 2021
Current indebtedness 1,647 -
Long-term indebtedness 3,114 3,786
Total debt 4,761 3,786
Swaps (42) (99)
Total debt after swaps 4,719 3,687
Remove fair value adjustments for hedges(1) 7 (10)
Total debt after currency hedging arrangements 4,726 3,677
Remove transaction costs, premiums or discounts included in the carrying value of debt 33 33
Add: Lease liabilities (current and non-current) 235 261
Less: cash and cash equivalents(2) (1,069) (778)
Net debt(3) 3,925 3,193
Leverage ratio of net debt to adjusted EBITDA
Adjusted EBITDA(3) 2,329 1,970
Net debt/adjusted EBITDA(3) 1.7:1 1.6:1
(1) Represents the interest-related fair value component of hedging instruments that are removed to reflect net cash outflow upon maturity.
(2) Includes cash and cash equivalents of $81 million and $70 million as of December 31, 2022 and 2021, respectively, held in subsidiaries which have regulatory
restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and are therefore not available for general use by
our company.
(3) Amounts represent non-IFRS financial measures. For additional information about our liquidity, we provide our leverage ratio of net debt to adjusted EBITDA. Refer
to Appendix A of this management’s discussion and analysis for additional information of our non-IFRS financial measures.
As of December 31, 2022, our total debt position (after swaps) was $4.7 billion. The maturity dates for our term debt are well
balanced with no significant concentration in any one year. As of December 31, 2022, the average maturity of our term debt (total
debt excluding commercial paper) was approximately eight years at an average interest rate (after swaps) of slightly over 4%, all
of which is fixed. Our leverage ratio of net debt to adjusted EBITDA was below our target ratio of 2.5:1. The increase in our net debt
is primarily due to the increase in our current indebtedness, which includes $1,048 million of commercial paper borrowings (refer
to the “Cash Flow” section of this management’s discussion and analysis for additional information).
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Thomson Reuters Annual Report 2022
The following table illustrates our expected term debt maturities (after swaps) as of December 31, 2022.
1,500
1,369
999
1,000
($ Millions)
600
500
500
242
0
2023 2024 2025 2026 2035+
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Thomson Reuters Annual Report 2022
The following charts outline the currency profile of our revenues and the operating expenses included in our calculation of
adjusted EBITDA for 2022:
Revenues Expenses
11%
23%
7%
10% 67%
82%
We monitor the financial stability of the foreign countries in which we operate. To mitigate risk of loss, we monitor the
creditworthiness of our customers and have policies and procedures for trade receivables collection and global cash management
to ensure adequate liquidity is available to us.
We also monitor the financial strength of financial institutions with which we have banking and other commercial relationships,
including those that hold our cash and cash equivalents, as well as those which are counterparties to derivative financial
instruments and other arrangements.
Approximately 68% of our cash and cash equivalents as of December 31, 2022 were held by subsidiaries outside the U.S. We have
historically accessed such funds in a tax efficient manner to meet our liquidity requirements. Due to our legal entity structure, we
continue to expect to have access to our funds held by subsidiaries outside the U.S. in a tax efficient manner.
(1) Represents contractual cash flows calculated using spot foreign exchange rates as of December 31, 2022.
(2) Represents contractual U.S. dollar cash flows.
(3) Includes leases with a term of 12 months or less, certain low-value assets and lease commitments that have not commenced, all of which are not recognized in the
consolidated statement of financial position.
(4) Represents contractual cash flows translated at the contract rate.
(5) Represents contractual cash flows calculated using forward foreign exchange rates as of December 31, 2022.
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Thomson Reuters Annual Report 2022
Contingencies
Lawsuits and Legal Claims
We are engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business.
These matters include, but are not limited to, employment matters, commercial matters, defamation claims and intellectual
property infringement claims. The outcome of all of the matters against us is subject to future resolution, including the
uncertainties of litigation. Based on information currently known to us and after consultation with outside legal counsel,
management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material
adverse impact on our financial condition taken as a whole.
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As a result, we maintain provisions for uncertain tax positions that we believe appropriately reflect our risk. These provisions are
made using our best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When
appropriate, we perform an expected value calculation to determine our provisions. We review the adequacy of these provisions at
the end of each reporting period and adjust them based on changing facts and circumstances. Due to the uncertainty associated
with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary
significantly from our provisions. However, based on currently enacted legislation, information currently known to us and after
consultation with outside tax advisors, management believes that the ultimate resolution of any such matters, individually or in
the aggregate, will not have a material adverse impact on our financial condition taken as a whole.
Prior to 2022, we paid $379 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 and 2018 taxation years
of certain of our current and former U.K. affiliates. In 2022, HMRC issued additional DPT notices aggregating $85 million
collectively related to the 2016, 2017 and 2018 taxation years. We paid these additional notices during the calendar year 2022.
HMRC continues to have the statutory authority to amend the above assessments solely for the 2017 taxation year by issuing DPT
supplementary notices for that year.
As we do not believe these current and former U.K. affiliates fall within the scope of the DPT regime, we will continue contesting
these assessments (including any amended by HMRC) through all available administrative and judicial remedies and we intend to
vigorously defend our position. Payments we make are not a reflection of our view on the merits of the case. As the assessments
largely relate to businesses we have sold, the majority are subject to indemnity arrangements under which we have been or will be
required to pay additional taxes to HMRC or the indemnity counterparty.
Because we believe our position is supported by the weight of law, we do not believe that the resolution of this matter will have a
material adverse effect on our financial condition taken as a whole. As we expect to receive refunds of substantially all of the
aggregate of amounts paid and potential future payments pursuant to these notices of assessment, we expect to continue recording
substantially all of these payments as non-current receivables from HMRC or the indemnity counterparty on our financial statements.
We expect our existing sources of liquidity will be sufficient to fund any required additional payments if HMRC issues further notices.
Guarantees
We have an investment in 3XSQ Associates, an entity jointly owned by one of our subsidiaries and Rudin Times Square Associates
LLC (Rudin), that owns and operates the 3 Times Square office building (the building) in New York, New York. In June 2022, 3XSQ
Associates obtained a $415 million, 3-year term loan facility to refinance existing debt, fund the building’s redevelopment, and
cover interest and operating costs during the redevelopment period. The building is pledged as loan collateral. We and Rudin
each guarantee 50% of (i) certain principal loan amounts and (ii) interest and operating costs. We and Rudin also jointly and
severally guarantee (i) completion of commenced works and (ii) lender losses arising from disallowed acts, environmental or
otherwise. To minimize economic exposure to 50% for the joint and several obligations, we and a parent entity of Rudin entered
into a cross-indemnification arrangement. We believe the value of the building is expected to be sufficient to cover obligations
that could arise from the guarantees. The guarantees do not impact our ability to borrow funds under our $2.0 billion syndicated
credit facility or the related covenant calculation.
For additional information, please see the “Risk Factors” section of this annual report, which contains further information on risks
related to legal and tax matters.
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Outlook
The information in this section is forward-looking and should be read in conjunction with the section entitled “Additional Information
— Cautionary Note Concerning Factors That May Affect Future Results”.
Trends
Technology and societal forces continue to drive the digital transformation of the Legal, Tax and Accounting, Risk, Fraud and
Compliance ecosystems in which we operate. We believe the desire and ability to work virtually will be a lasting consequence of
the COVID 19 pandemic. We observe that the expectations of professionals in their work environments is increasingly influenced
by their consumer digital experiences. Our customers – professionals in law firms, accounting firms, government agencies and
corporations – must continually improve efficiency and demonstrate the value of their service to their clients. These factors, in
conjunction with sustained interest in automation, continue to drive demand for content-enabled, cloud-based solutions that are
powered by artificial intelligence for the professionals we serve.
While the pace and drivers of technology adoption vary, the overall trend towards cloud and artificial intelligence enabled
automation is consistent across every customer segment we serve. The following forces are driving changes in our customer
segments:
• Legal Professionals: Law firms are increasing their use of technology, as in workflow automation and contract analysis, to
drive efficiency and competitive advantage, and to provide clients with modern, digitally-enabled client service. Demand for
digital collaboration tools among lawyers within firms, as well as with their clients, remains high. Demand for fraud prevention,
detection and investigative solutions continues to grow across government and corporate customers. Technology solutions,
enabled by public and proprietary information, are increasingly being used to manage risks, adhere to regulations, minimize
fraud, provide greater access to justice via virtual courts and to maintain global security.
• Corporates: Tax & Trade departments are investing in digital solutions due to governments’ increased focus on tax compliance
and law enforcement, and in response to the introduction of digital tax reporting services. There is growing pressure to operate
efficiently and respond swiftly to changing regulations, including from evolving Environmental, Social and Governance (ESG)
proposals. Similarly, corporate legal departments are embracing technology to enhance productivity and demonstrate value
and impact to the corporations they serve, driving demand for automation.
• Tax & Accounting Professionals: Legacy tax, audit and accounting preparation and practice management on-premises
systems are gradually being replaced by cloud-based, Software-as-a-Service (SaaS) offerings with more automation to
improve efficiency and accuracy. Client expectations for digital engagement as well as rapidly changing regulations are also
driving transformation of audit services and increasing client demand for advisory services.
Relative to our Reuters News business, the media sector continues to transform, with the traditional news agency market
declining due to audiences’ shift to digital and streaming services. In the Professional sector, we expect slower growth in digital
advertising and sponsorships due to the anticipated economic downturn.
We continue to expect revenue declines in our Global Print business as customers migrate to online delivery. The migration
reflects a variety of factors such as the acceleration of digitization due to hybrid virtual working environments and the reduction in
our customers’ office and library space footprint as a consequence of the COVID-19 pandemic.
The opportunity created by technology in the professional markets we serve continues to attract significant capital and
entrepreneurial talent, creating a highly competitive environment. Our traditional competitors are investing in content, analytics
and software to provide new value to customers, as well as acquiring businesses to add new capabilities. More narrowly focused
technology companies, including private companies often funded by private equity or start-ups funded by venture capital, are all
investing heavily to pursue growth opportunities in our market segments. Large horizontal business systems vendors as well as
some smaller vendors provide similar solutions to certain of our offerings. Professional service firms such as the Global 7
accounting firms, who have traditionally been our customers as well as our go-to-market partners, are developing their own
competitive technology solutions. Start-ups continue to produce attractive innovations using the latest technologies. In the global
news market segment, audiences are fragmenting across platforms while news consumption is shifting to on demand and mobile
formats. While competition continues to be intense and dynamic, we believe that our strengths, high quality content, deep domain
expertise, technology expertise and strong customer relationships will allow us to continue to serve the needs of our customers.
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Thomson Reuters Annual Report 2022
Priorities
Our investments in the Change Program strengthened our foundation and created a scalable platform for growth, including
improved customer facing capabilities, a modernized technology and operations organization and a more flexible talent footprint.
We plan to continue our evolution from a holding company into an operating company, and from a content provider into a
content-driven technology company through the following key priorities for 2023:
• Continue to simplify our product portfolio;
• Further improve our customer and digital experiences;
• Drive new functionality and modernization efforts across our strategic products;
• Continue to move key products to the cloud, enhance our application programming interface (API) infrastructure, and leverage
shared capabilities/tooling across the development teams;
• Continue to modernize our content suite;
• Increase the overall stability and security of our strategic products;
• Further simplify our organizational structure; and
• Leverage significant capital capacity.
Please see the “Business” section of this annual report for further discussion of our strategic investment priorities we believe can
drive further organic revenue growth reflecting our strong market segment positions, opportunities and potential to scale.
Financial Outlook
The following table sets forth our updated 2023 outlook and our full-year 2022 actual results, which includes non-IFRS financial
measures. In February 2023, we announced that we maintained our 2023 outlook, which was communicated in November 2022,
for organic revenue growth and adjusted EBITDA margin, but updated select other performance measures. Our updated February
2023 outlook incorporates our January 2023 acquisition of SurePrep and the impact of the disposal of certain non-core
businesses in 2022. Additionally, our 2023 outlook:
• Assumes constant currency rates relative to 2022; and
• Does not factor in the impact of any other acquisitions or divestitures that may occur in future periods.
We believe this type of guidance provides useful insight into the performance of our business.
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We continue to operate in an uncertain macroeconomic and geopolitical environment. There are many signs that point to a
weakening global economic environment amid rising interest rates, high inflation and ongoing geopolitical risks. Any worsening of
the global economic or business environment could impact our ability to achieve our outlook.
(1) Non-IFRS financial measures. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our
non-IFRS financial measures to the most directly comparable IFRS financial measures.
(2) Real estate optimization spend in 2023 is incremental to the accrued capital expenditures as a percentage of revenues outlook.
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The following table summarizes our material assumptions and risks that may cause actual performance to differ from our
expectations underlying our financial outlook.
Revenues
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Our outlook contains various non-IFRS financial measures. We believe that providing reconciliations of forward-looking non-IFRS
financial measures in our outlook would be potentially misleading and not practical due to the difficulty of projecting items that
are not reflective of ongoing operations in any future period. The magnitude of these items may be significant. Consequently, for
outlook purposes only, we are unable to reconcile these measures to the most comparable IFRS measures because we cannot
predict, with reasonable certainty, the impact of changes in foreign exchange rates which impact (i) the translation of our results
reported at average foreign currency rates for the year and (ii) other finance income or expense related to intercompany financing
arrangements and foreign exchange contracts. Additionally, we cannot reasonably predict (i) our share of post-tax earnings or
losses in equity method investments, which is subject to changes in the stock price of LSEG or (ii) the occurrence or amount of
other operating gains and losses, which generally arise from business transactions we do not currently anticipate.
In March 2021, we received proceeds of $994 million related to the sale of LSEG shares. This amount was distributed to us in the
form of a dividend by YPL. In 2021, we also received dividends of $75 million from YPL, reflecting our portion of dividends related
to our LSEG investment.
See the “Results of Operations – Share of post-tax earnings in equity method investments” section of this management’s
discussion and analysis for additional information regarding the above transactions.
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Total compensation 41 65
Key management personnel are comprised of our company’s directors and executive officers.
Subsequent Events
Sale of LSEG Shares
On January 31, 2023, our company and Blackstone’s consortium collectively sold approximately 21.2 million LSEG shares through
YPL to Microsoft, of which 10.5 million LSEG shares were indirectly owned by our company. We received approximately $1.0 billion
of gross proceeds from the sale, which was fixed in U.S. dollars.
On March 8, 2023, our company and Blackstone’s consortium collectively sold 28 million LSEG shares they co-own at a price of
£71.50 per share through a placing to institutional investors and an offer to retail investors. Of the shares sold, approximately
13.6 million were indirectly owned by our company.
Acquisition
In January 2023, we acquired SurePrep, a provider of tax automation software and services, for $500 million. We are in the
process of allocating the purchase consideration to the assets and liabilities assumed for accounting purposes.
2023 Dividends
In February 2023, we announced a 10% or $0.18 per share increase in the annualized dividend to $1.96 per common share, which
was approved by our board of directors. A quarterly dividend of $0.49 per share will be paid on March 16, 2023 to shareholders of
record as of February 23, 2023.
Share Repurchases
From January 1, 2023 through March 1, 2023, we repurchased 4.4 million of our common shares for $519 million under the
$2.0 billion share buyback program announced in June 2022. Under this program, we have repurchased approximately
$1.8 billion of our common shares.
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Additional Information
Basis of presentation
Revision to segment results
In the first quarter of 2022, we made two changes to our segment reporting to reflect how we currently manage our businesses. The
changes (i) reflect the transfer of certain revenues from our Corporates business to our Tax & Accounting Professionals business
where they are better aligned; and (ii) record intercompany revenue in Reuters News for content-related services that it provides to
Legal Professionals, Corporates and Tax & Accounting Professionals. Previously, these services had been reported as a transfer of
expense from Reuters News to these businesses. These changes impact the financial results of our segments, but do not change our
consolidated financial results. The table below summarizes the changes for the three months and year ended December 31, 2021.
Three months ended December 31, 2021 Year ended December 31, 2021
(millions of U.S. dollars) As Reported Adjustments As Revised As Reported Adjustments As Revised
Revenues
Legal Professionals 689 - 689 2,712 - 2,712
Corporates 361 (3) 358 1,449 (9) 1,440
Tax & Accounting Professionals 309 3 312 906 9 915
“Big 3” Segments Combined(1) 1,359 - 1,359 5,067 - 5,067
Reuters News 182 5 187 674 20 694
Global Print 170 - 170 609 - 609
Eliminations/Rounding (1) (5) (6) (2) (20) (22)
Revenues 1,710 - 1,710 6,348 - 6,348
Adjusted EBITDA(1)
Legal Professionals 239 - 239 1,091 - 1,091
Corporates 95 (2) 93 502 (6) 496
Tax & Accounting Professionals 154 2 156 373 6 379
“Big 3” Segments Combined(1) 488 - 488 1,966 - 1,966
Reuters News 15 - 15 103 - 103
Global Print 61 - 61 226 - 226
Corporate costs (112) - (112) (325) - (325)
Adjusted EBITDA 452 - 452 1,970 - 1,970
(1) Non-IFRS financial measures. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our
non-IFRS financial measures to the most directly comparable IFRS financial measures.
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On January 1, 2022, we implemented a new financial reporting system, Oracle Cloud EPM Financial Consolidation and Close, to
consolidate our results and prepare our financial statements. In conjunction with the change, we modified certain processes and
procedures that are part of our internal controls over financial reporting. Except as described above, there was no change in our
internal control over financial reporting during 2022 that materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 and based on
that assessment determined that our internal control over financial reporting was effective. Refer to our 2022 annual
consolidated financial statements for our management’s report on internal control over financial reporting.
Share Capital
As of March 1, 2023, we had outstanding 471,843,941 common shares, 6,000,000 Series II preference shares, 2,074,280 stock
options and a total of 2,504,494 time-based restricted share units and performance restricted share units. We have also issued a
Thomson Reuters Founders Share which enables Thomson Reuters Founders Share Company to exercise extraordinary voting
power to safeguard the Thomson Reuters Trust Principles.
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Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by
forward-looking statements in this management’s discussion and analysis include, but are not limited to, uncertainty, downturns and
changes in the markets that the Company serves; actions of competitors; failure to keep pace with technological developments to
provide new products, services, applications and functionalities to meet customers’ needs, attract new customers and retain existing
ones, or expand into new geographic markets and identify areas of higher growth; failure to derive fully the anticipated benefits from
existing or future acquisitions, dispositions or other strategic investments, including joint ventures and investments; failure to protect
the brands and reputation of Thomson Reuters; fraudulent or unpermitted data access or other cyber-security or privacy breaches;
failures or disruptions of data centers, network systems, telecommunications, or the Internet; failure to adapt to organizational
changes and effectively implement strategic initiatives; failure to attract, motivate and retain high quality, talented and diverse
management and key employees; failure to meet the challenges involved in operating globally; dependency on third parties for data,
information and other services; changes to law and regulations related to privacy, data security, data protection and other areas;
inadequate protection of intellectual property rights; tax matters, including changes to tax laws, regulations and treaties; threat of
legal actions and claims; risk of antitrust/competition-related claims or investigations; failure to maintain a high renewal rate for
recurring, subscription-based services; fluctuations in foreign currency exchange and interest rates; downgrading of credit ratings and
adverse conditions in the credit markets; the effect of factors outside of the control of Thomson Reuters on funding obligations in
respect of pension and post-retirement benefit arrangements; impairment of goodwill and other identifiable intangible assets; actions
or potential actions that could be taken by the Company’s principal shareholder, The Woodbridge Company Limited; and the ability of
Thomson Reuters Founders Share Company to affect the Company’s governance and management. Additional factors are discussed
in the “Risk Factors” and “Financial Outlook” sections of this annual report and in materials that we from time to time file with, or
furnish to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission.
Our company’s business outlook is based on information currently available to the Company and is based on various external and
internal assumptions made by the Company in light of its experience and perception of historical trends, current conditions and
expected future developments, as well as other factors that the Company believes are appropriate under the circumstances.
Our company has provided a business outlook for the purpose of presenting information about current expectations for 2023. This
information may not be appropriate for other purposes. You are cautioned not to place undue reliance on forward-looking statements
which reflect expectations only as of the date of this management’s discussion and analysis.
Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking
statements.
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Appendix A
Non-IFRS Financial Measures
We use non-IFRS financial measures, which include ratios that incorporate one or more non-IFRS financial measures, as
supplemental indicators of our operating performance and financial position as well as for internal planning purposes, our
management incentive programs and our business outlook. These measures do not have any standardized meaning prescribed by
IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies.
As of September 30, 2022, we amended our definition for adjusted EBITDA and adjusted earnings to exclude the impact from
having to fair value acquired deferred revenue. Under IFRS rules, when a business is acquired, a purchaser cannot recognize in its
post-acquisition income statement the full amount of deferred revenue originally recorded by the seller. This requirement creates
distortions in comparability from period to period. We believe that these changes to our metrics will eliminate these distortions.
Prior period amounts were not revised as the impact was negligible.
The following table sets forth our non-IFRS financial measures including an explanation of why we believe they are useful
measures of our performance. Reconciliations to the most directly comparable IFRS measure are reflected in Appendix B and the
“Liquidity and Capital Resources” section of this management’s discussion and analysis.
Represents earnings or losses from continuing Provides a consistent basis to evaluate Earnings (loss) from continuing operations
operations before tax expense or benefit, net interest operating profitability and performance trends
expense, other finance costs or income, depreciation, by excluding items that we do not consider to
amortization of software and other identifiable be controllable activities for this purpose.
intangible assets, our share of post-tax earnings or
losses in equity method investments, other Also represents a measure commonly reported
operating gains and losses, certain asset impairment and widely used by investors as a valuation
charges and fair value adjustments, including those metric, as well as to assess our ability to incur
related to acquired deferred revenue. and service debt.
Adjusted EBITDA less accrued capital expenditures and the related margin
Represents adjusted EBITDA less accrued capital Provides a basis for evaluating the operating Earnings (loss) from continuing operations
expenditures, where accrued capital expenditures profitability and capital intensity of a business
include amounts that remain unpaid at the reporting in a single measure. This measure captures
date. investments regardless of whether they are
expensed or capitalized, and reflects the basis
The related margin is adjusted EBITDA less accrued on which management measures capital
capital expenditures expressed as a percentage of spending.
revenues. For purposes of this calculation, revenues
are before fair value adjustments to acquired
deferred revenue.
Accrued capital expenditures expressed as a Reflects the basis on how we manage capital Capital expenditures
percentage of revenues. For purposes of this expenditures for internal budgeting purposes.
calculation, revenues are before fair value
adjustments to acquired deferred revenue. In 2023,
this measure excludes $30 million of capital
expenditures related to real estate.
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Net earnings or loss including dividends declared on Provides a more comparable basis to analyze Net earnings (loss) and diluted earnings (loss)
preference shares but excluding the post-tax earnings. per share
impacts of fair value adjustments, including those
related to acquired deferred revenue, amortization of These measures are commonly used by
other identifiable intangible assets, other operating shareholders to measure performance.
gains and losses, certain asset impairment charges,
other finance costs or income, our share of post-tax
earnings or losses in equity method investments,
discontinued operations and other items affecting
comparability.
Adjusted tax expense divided by pre-tax adjusted Provides a basis to analyze the effective tax rate Tax expense (benefit)
earnings. Adjusted tax expense is computed as associated with adjusted earnings.
income tax (benefit) expense plus or minus the
income tax impacts of all items impacting adjusted
earnings (as described above), and other tax items
impacting comparability.
In interim periods, we also make an adjustment to Because the geographical mix of pre-tax profits
reflect income taxes based on the estimated full- and losses in interim periods may be different
year effective tax rate. Earnings or losses for interim from that for the full year, our effective tax rate
periods under IFRS reflect income taxes based on computed in accordance with IFRS may be
the estimated effective tax rates of each of the more volatile by quarter. Therefore, we believe
jurisdictions in which we operate. The non-IFRS that using the expected full-year effective tax
adjustment reallocates estimated full-year income rate provides more comparability among
taxes between interim periods but has no effect on interim periods.
full-year income taxes.
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Net debt: Provides a commonly used measure of a Total debt (current indebtedness plus long
Total indebtedness (excluding the associated company’s leverage. term indebtedness)
unamortized transaction costs and premiums or
discount) plus the currency related fair value of Given that we hedge some of our debt to reduce
associated hedging instruments, and lease liabilities risk, we include hedging instruments as we
less cash and cash equivalents. believe it provides a better measure of the total
obligation associated with our outstanding
debt. However, because we intend to hold our
debt and related hedges to maturity, we do not
consider the interest components of the
associated fair value of hedges in our
measurements. We reduce gross indebtedness
by cash and cash equivalents.
Net debt to adjusted EBITDA: Provides a commonly used measure of a For adjusted EBITDA, refer to the definition
Net debt is divided by adjusted EBITDA for the company’s ability to pay its debt. Our non-IFRS above for the most directly comparable IFRS
previous twelve-month period ending with the measure is aligned with the calculation of our measure
current fiscal quarter. internal target and is more conservative than
the maximum ratio allowed under our
contractual covenants in our credit facility.
Net cash provided by operating activities, proceeds Helps assess our ability, over the long term, to Net cash provided by operating activities
from disposals of property and equipment, and other create value for our shareholders as it
investing activities, less capital expenditures, represents cash available to repay debt, pay
payments of lease principal and dividends paid on common dividends and fund share repurchases
our preference shares. and acquisitions.
Adjusted operating profit (operating profit excluding Provides a measure of how efficiently we IFRS does not require a measure comparable to
amortization of other identifiable intangible assets, allocate resources to profitable activities and is ROIC. Refer to our calculation of ROIC in
other operating gains and losses, and fair value indicative of our ability to create value for our Appendix C for a reconciliation of the
adjustments) less net taxes paid expressed as a shareholders. components in the calculation to the most
percentage of the average adjusted invested capital directly comparable IFRS measure.
during the period.
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Applicable measures where changes are reported Provides better comparability of business For each non-IFRS measure and ratio, refer to
before the impact of foreign currency or at “constant trends from period to period. the definitions above for the most directly
currency” comparable IFRS measure.
IFRS Measures:
• Revenues
• Operating expenses
Non-IFRS Measures and ratios:
• Adjusted EBITDA and adjusted EBITDA margin
• Adjusted EPS
Represent changes in revenues of our existing Provides further insight into the performance of Revenues
businesses at constant currency. The metric excludes our existing businesses by excluding distortive
the distortive impacts of acquisitions and impacts and serves as a better measure of our
dispositions from not owning the business in both ability to grow our business over the long term.
comparable periods.
• For acquisitions, we calculate organic growth as
though we had owned the acquired business in
both periods. We compare revenues for the
acquired business for the period we owned the
business to the same prior-year period revenues
for that business, when we did not own it.
• For dispositions, we calculate organic growth as
though we did not own the business in either
period. We exclude revenues of the disposed
business from the point of disposition, as well as
revenues from the same prior-year period before
the sale.
“Big 3” segments
Our combined Legal Professionals, Corporates and The “Big 3” segments comprise approximately Revenues
Tax & Accounting Professionals segments. All 80% of revenues and represent the core of our Earnings (loss) from continuing operations
measures reported for the “Big 3” segments are business information service product offerings.
non-IFRS financial measures.
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Appendix B
This appendix provides reconciliations of certain non-IFRS financial measures to the most directly comparable IFRS measures
that are not presented elsewhere in this management’s discussion and analysis.
Rounding
Other than EPS, we report our results in millions of U.S. dollars, but we compute percentage changes and margins using whole
dollars to be more precise. As a result, percentages and margins calculated from reported amounts may differ from those
presented, and growth components may not total due to rounding.
Adjusted EBITDA less accrued capital expenditures 495 275 1,784 1,429
Adjusted EBITDA less accrued capital expenditures margin 28.1% 16.1% 26.9% 22.5%
(1) Fair value adjustments primarily represent gains or losses on intercompany balances that arise in the ordinary course of business due to changes in foreign currency
exchange rates, which are a component of operating expenses.
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(1) Fair value adjustments primarily represent gains or losses on intercompany balances that arise in the ordinary course of business due to changes in foreign currency
exchange rates, which are a component of operating expenses.
(2) See the “Results of Operations – Tax expense” section of this management’s discussion and analysis for additional information.
(3) For the three months ended December 31, 2021, refer to “Reconciliation of weighted-average diluted shares used in adjusted EPS” in this appendix.
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Reconciliation of Changes in Adjusted EBITDA and the Related Margin, and Consolidated
Operating Expenses and Adjusted EPS, Excluding the Effects of Foreign Currency
Three months ended December 31,
Change
Foreign Constant
(millions of U.S. dollars, except margins and per share amounts) 2022 2021 Total Currency Currency
Adjusted EBITDA
Legal Professionals 294 239 23% (3%) 27%
Corporates 135 93 45% (1%) 46%
Tax & Accounting Professionals 189 156 22% 1% 21%
“Big 3” Segments Combined 618 488 27% (1%) 28%
Reuters News 40 15 162% 37% 125%
Global Print 59 61 (3%) (2%) (1%)
Corporate costs (84) (112) n/a n/a n/a
Adjusted EBITDA 633 452 40% (1%) 41%
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Appendix C
Calculation of Return on Invested Capital (ROIC)
We calculate ROIC as adjusted operating profit after net taxes paid expressed as a percentage of the average invested
capital during the period. Invested capital represents our net operating assets that contribute to, or arise from, our post-tax
adjusted operating profit.
The following table provides the calculation of our ROIC for 2022 and 2021.
(1) Goodwill excludes deferred tax impact of approximately $1.0 billion in 2022 and 2021, respectively, arising from acquisition accounting.
(2) Invested capital excludes other financial assets and liabilities, including cash, debt and lease liabilities, equity method investments, other non-current assets,
deferred taxes, and provisions and other non-current liabilities.
ROIC increased to 13.3% in 2022 from 9.9% in 2021 primarily due to higher adjusted operating profit.
We measure our ROIC to assess, over the long term, our ability to create value for our shareholders. Our goal is to increase this
return over the long term by using our capital to invest in areas with high returns and realizing operating efficiencies to further
enhance our profitability.
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Appendix D
Critical Accounting Estimates and Judgments
The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and
judgments are continually evaluated and are based on historical experience and other factors, including future events that are
believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results.
We continue to operate in an uncertain macroeconomic and geopolitical environment caused by high inflation, volatile interest
rates, the Russian military invasion of Ukraine, lingering COVID-19 impacts and supply chain disruptions resulting from these
factors. We are closely monitoring the evolving macroeconomic and geopolitical conditions to assess potential impacts on our
businesses. Due to the significant uncertainty created by these circumstances, some of management’s estimates and judgments
may be more variable and may change materially in the future.
The following discussion sets forth management’s:
• Most critical estimates and assumptions in determining the value of assets and liabilities; and
• Most critical judgments in applying accounting policies.
Computer software
Computer software represented $922 million of total assets in the consolidated statement of financial position as of December 31,
2022. As a content driven technology company, most of our software expenditures relate to product development and
enhancements, including a portion which relates to software licensed directly to customers. As part of the software development
process, we must estimate the expected period of benefit over which capitalized costs should be amortized. The basis of these
estimates includes the timing of technological obsolescence, economic and competitive pressures, historical experience and internal
business plans for the use of the software. Due to rapidly changing technology and the uncertainty of the software development
process itself, future results could be affected if our current assessment of our software projects differs from actual performance.
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If future events or results differ adversely from the estimates and assumptions made at acquisition or as part of subsequent
impairment tests, we could record increased amortization or impairment charges in the future.
We performed our annual goodwill impairment test as of October 1, 2022. No goodwill impairment was recorded as the estimated
fair value less costs of disposal of each cash-generating unit (CGU) exceeded their carrying values by a substantial amount. We
performed the test for each CGU to which goodwill was allocated and monitored by management at the date of the test. The
valuation techniques, significant assumptions and sensitivities applied in the goodwill impairment test are described below.
Valuation Techniques
The selection and application of valuation techniques and the determination of significant assumptions requires judgment. An
impairment of goodwill occurs when the recoverable amount of a CGU is below the carrying value of the CGU. The recoverable
amount is the higher of a CGU’s fair value less costs of disposal or its value in use. As with previous impairment tests, the recoverable
value of each CGU was based on fair value less costs of disposal, using a weighted average of the income approach and market
approach. IFRS 13, Fair Value Measurement, defines fair value as a market-based measurement rather than an entity-specific
measurement. Therefore, the fair value of the CGU must be measured using the assumptions that market participants would use
rather than those related specifically to us. To calculate market participant assumptions, publicly available data was gathered from
companies operating in businesses similar to each CGU, which includes key competitors. As certain inputs to the valuation are not
based on observable market data, the recoverable value of each CGU is categorized in Level 3 of the fair value measurement
hierarchy.
Income approach
The income approach is predicated upon the value of the future cash flows that a business will generate. We used the discounted
cash flow (DCF) method, which involves projecting cash flows and converting them into a present value equivalent through
discounting. The discounting process uses a rate of return that is commensurate with the risk associated with the business and the
time value of money. This approach requires assumptions about revenue growth rates, operating margins, capital expenditures,
tax rates and discount rates.
Market approach
The market approach assumes that companies operating in the same industry will share similar characteristics and that company
values will correlate to those characteristics. Therefore, a comparison of a CGU to similar companies whose financial information
is publicly available may provide a reasonable basis to estimate fair value. Under the market approach, fair value is calculated
based on EBITDA multiples of benchmark companies comparable to the businesses in each CGU. Data for the benchmark
companies was obtained from publicly available information.
Significant Assumptions
Weighting of Valuation Techniques
We weighted the results of the two valuation techniques noted above, consistently applied to each CGU, as follows: 60% income
approach/40% market approach. We believe that given volatility in capital markets, it is appropriate to apply a heavier weighting
to the income approach.
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Discount Rate
We assumed a discount rate to calculate the present value of our projected cash flows. The discount rate represented a weighted-
average cost of capital (WACC) for comparable companies operating in similar industries as the applicable CGU, based on publicly
available information. The WACC is an estimate of the overall required rate of return on an investment for both debt and equity
owners and serves as the basis for developing an appropriate discount rate. Determination of the WACC requires separate
analysis of the cost of equity and the cost of debt. The cost of equity reflects the long-term risk-free interest rate associated with
U.S. Treasury bonds and considers a risk premium based on an assessment of risks related to the projected cash flows of each
CGU.
Lower discount rates were applied to CGUs whose cash flows are expected to be less volatile due to factors such as the maturity of
the market they serve and their market position. Higher discount rates were applied to CGUs whose cash flows are expected to be
more volatile due to competition or participation in less stable geographic markets.
Tax Rate
The tax rates applied to the projections were based on effective tax rates of comparable companies operating in similar industries
as the applicable CGU, based on publicly available information or statutory tax rates. Tax assumptions are sensitive to changes in
tax laws and the jurisdictions in which profits are earned.
The key assumptions used in performing the impairment test, by CGU, are presented below:
Perpetual
Cash-Generating Unit growth rate(1) Discount rate Tax rate
Legal Professionals 2.5% 10.0% 26.0%
Corporates 2.5% 10.5% 26.2%
Tax & Accounting Professionals 3.0% 10.5% 27.3%
Reuters News 2.5% 12.0% 21.9%
Global Print (5.5%) 11.5% 26.3%
(1) The perpetual growth rate is applied to the final year of cash flow projections.
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Discount rate
The discount rate was based on current market interest rates of high-quality, fixed-rate debt securities adjusted to reflect the
duration of expected future cash outflows for pension benefit payments. To estimate the discount rate, we used a hypothetical
yield curve that represented yields on high quality zero-coupon bonds with durations that mirrored the expected payment stream
of the benefit obligation. For the Thomson Reuters Group Pension Plan (TRGP) and The Thomson Corporation PLC Pension
Scheme (TTC) plans combined, a 0.25% increase or decrease in the discount rate would have decreased or increased the defined
benefit obligation by approximately $78 million as of December 31, 2022.
Mortality assumptions
The mortality assumptions used to assess the defined benefit obligation as of December 31, 2022 are based on the following:
• TRGP: Pri-2012/MP-2021 Generational Table; and
• TTC plan: SAPS S3 Light Tables with allowances for plan demographic specifics and longevity improvements.
For the TRGP and the TTC plans combined, an increase in life expectancy of one year across all age groups would have increased
the defined benefit obligation by approximately $54 million as of December 31, 2022.
Income taxes
We compute an income tax provision in each of the jurisdictions in which we operate. These income tax provisions include
amounts that are based upon our estimates and assumptions regarding prices and values used to record intercompany
transactions. Actual amounts of income tax expense only become final upon filing and acceptance of the tax return by the
relevant authorities, which occurs after the issuance of the financial statements. Additionally, estimation of income taxes includes
evaluating the recoverability of deferred tax assets based on an assessment of the ability to use the underlying future tax
deductions before they expire against future taxable income. The assessment is based upon existing tax laws and estimates of
future taxable income. To the extent estimates differ from the final tax return, earnings would be affected in a subsequent period.
In interim periods, the income tax provision is based on estimates of full-year earnings by jurisdiction. The average annual effective
income tax rates are re-estimated at each interim reporting date. To the extent that forecasts differ from actual results,
adjustments are recorded in subsequent periods.
We have deferred tax assets in connection with the intercompany transfer of certain operations. The determination of these assets
requires management to make significant estimates and assumptions about the fair value of the related operations. Critical estimates
include, but are not limited to, internal revenue and expense forecasts and discount rates, while critical assumptions include those
regarding macroeconomic conditions and prevailing tax laws. The discount rates used in the income method to reduce expected future
cash flows to present value are derived from a weighted-average cost of capital analysis and are adjusted to reflect the inherent risks
related to the cash flow. Although we believe our assumptions and estimates are reasonable and appropriate, they are based in part
on historical experience and are inherently uncertain. Unanticipated events and circumstances may occur that could differ adversely
from our assumptions and estimates, which could require the Company to reduce its deferred tax assets in future periods.
Our 2022 effective income tax rate on earnings from continuing operations was 15.7% (2021 – 22.0%). A 1% increase in the
effective income tax rate would have increased 2022 income tax expense and decreased earnings from continuing operations by
approximately $17 million.
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Appendix E
Selected Annual Information
The following table summarizes selected annual information for 2022, 2021 and 2020.
For the years ended and as of December 31,
(millions of U.S. dollars, except per share amounts) 2022 2021 2020
IFRS Consolidated Income Statement Data
Revenues 6,627 6,348 5,984
Operating profit 1,834 1,242 1,929
Earnings from continuing operations 1,391 5,687 1,149
(Loss) earnings from discontinued operations, net of tax (53) 2 (27)
Net earnings 1,338 5,689 1,122
Earnings attributable to common shareholders 1,338 5,689 1,122
Basic earnings per share from continuing operations $2.87 $11.52 $2.31
Basic (loss) earnings per share from discontinued operations $(0.11) $0.01 $(0.06)
Basic earnings per share $2.76 $11.53 $2.25
Diluted earnings per share from continuing operations $2.86 $11.50 $2.30
Diluted loss per share from discontinued operations $(0.11) - $(0.05)
Diluted earnings per share $2.75 $11.50 $2.25
IFRS Consolidated Statement of Financial Position Data:
Total assets 21,711 22,149 17,881
Total long-term financial liabilities(1) 3,347 4,020 3,996
Dividend Data:
Dividends per Thomson Reuters Corporation common share (US$) $1.78 $1.62 $1.52
Dividends per Thomson Reuters Corporation Series II preference share (C$) C$0.71 C$0.43 C$0.49
Revenues increased over the three-year period due to growth across four of our five segments. As expected, Global Print revenues
declined. As most of our business is conducted in U.S. dollars, foreign currency had a minimal impact on our revenues over the
three-year period. In 2022, the U.S. dollar strengthened against most major currencies, which caused a moderate decrease in our
revenues compared to 2021. In 2021, the U.S. dollar weakened, which caused a moderate increase in our revenues compared to
2020. Acquisitions and divestitures did not significantly impact our revenues over the three-year period.
Operating profit increased in 2022 compared to 2021 due to higher revenues, lower costs, which reflected cost savings from our
Change Program and a benefit from foreign currency, and gains from the sale of certain non-core businesses. Both 2022 and
2021 included costs associated with our two-year Change Program, which was completed in December of 2022. Operating profit
decreased in 2021 compared to 2020, as 2020 included significant gains from the sale of an investment and from an amendment
to a pension plan.
Earnings from continuing operations in 2021 was significantly higher than both 2022 and 2020 due to the gain on sale of
Refinitiv to LSEG in January 2021.
(Loss) earnings from discontinued operations, net of tax in 2022 was primarily comprised of losses arising on a receivable balance
from LSEG relating to a tax indemnity. The losses were due to changes in foreign exchange and interest rates. The amounts in 2020
and 2021 included residual income and expenses related to our former Financial & Risk business.
Total assets increased significantly in 2021 reflecting the sale of our former Refinitiv business for an investment in LSEG. Total
assets decreased from 2021 to 2022 due to a decrease in the value of our investment in LSEG.
Total long-term financial liabilities decreased in 2022 due to the reclassification of $600 million of debt from long-term to
current.
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Appendix F
Quarterly Information (unaudited)
The following table presents a summary of our consolidated operating results for the eight most recent quarters.
Quarters ended
(millions of U.S. dollars, except per share December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31,
amounts) 2022 2022 2022 2022 2021 2021 2021 2021
Revenues 1,765 1,574 1,614 1,674 1,710 1,526 1,532 1,580
Operating profit 631 398 391 414 257 282 316 387
Earnings (loss) from continuing operations 179 265 (71) 1,018 (177) (241) 1,072 5,033
Earnings (loss) from discontinued operations,
net of tax 39 (37) (44) (11) 2 1 (4) 3
Net earnings (loss) 218 228 (115) 1,007 (175) (240) 1,068 5,036
Earnings (loss) attributable to common
shareholders 218 228 (115) 1,007 (175) (240) 1,068 5,036
Revenues – Our revenues do not tend to be significantly impacted by seasonality as we record a large portion of our revenues
ratably over a contract term. However, our revenues from quarter to consecutive quarter can be impacted by the release of certain
tax products, which tend to be concentrated in the fourth quarter and, to a lesser extent, in the first quarter of the year. As most of
our business is conducted in U.S. dollars, foreign currency had a minimal impact on our revenues, except in the third and fourth
quarters of 2022 when a significant strengthening in the U.S. dollar caused a moderate decrease to our revenues. Acquisitions
and divestitures did not significantly impact our revenues throughout the eight-quarter period.
Operating profit – Similarly, our operating profit does not tend to be significantly impacted by seasonality, as most of our
operating expenses are fixed. As a result, when our revenues increase, we generally become more profitable, and when our
revenues decline, we generally become less profitable. In 2022 and 2021, our operating profit was impacted by the timing of costs
associated with our Change Program, as well as benefits stemming from the Program. The fourth quarter of 2022 included gains
from the sale of certain non-core businesses.
Net earnings (loss) – Our net earnings (loss) have been significantly impacted by our investment in LSEG. Beginning with the first
quarter of 2021, net earnings included a significant gain on the sale of Refinitiv to LSEG. The net loss in the third and fourth
quarters of 2021, as well as the second quarter of 2022, reflected decreases in the value of our LSEG investment. While the third
quarter of 2022 also included a significant reduction in the value of our LSEG investment, the reduction was virtually all due to the
strengthening of the U.S. dollar against the British pound sterling, which was mitigated by gains on foreign exchange contracts
related to a portion of the investment, which is denominated in British pound sterling. The fourth quarter of 2022, first quarter of
2022 and second quarter of 2021 reflected increases in the value of our LSEG investment.
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Appendix G
Guarantor Supplemental Financial Information
The following tables set forth consolidating summary financial information in connection with the full and unconditional
guarantee by Thomson Reuters Corporation and three U.S. subsidiary guarantors, which are also indirect 100%-owned and
consolidated subsidiaries of Thomson Reuters Corporation (referred to as the Guarantor Subsidiaries), of any debt securities
issued by TR Finance LLC under a trust indenture to be entered into between Thomson Reuters Corporation, TR Finance LLC, the
Guarantor Subsidiaries, Computershare Trust Company of Canada and Deutsche Bank Trust Company Americas. TR Finance LLC
is an indirect 100%-owned subsidiary of Thomson Reuters Corporation and was formed with the sole purpose of issuing debt
securities. TR Finance LLC has no significant assets or liabilities, as well as no subsidiaries or ongoing business operations of its
own. The ability of TR Finance LLC to pay interest, premiums, operating expenses and to meet its debt obligations will depend
upon the credit support of Thomson Reuters Corporation and the subsidiary guarantors. See the “Liquidity and Capital Resources”
section of this management’s discussion and analysis for additional information.
The tables below contain condensed consolidating financial information for the following:
• Parent – Thomson Reuters Corporation, the direct or indirect owner of all of its subsidiaries
• Subsidiary Issuer – TR Finance LLC
• Guarantor Subsidiaries on a combined basis
• Non-Guarantor Subsidiaries – Other subsidiaries of Thomson Reuters Corporation on a combined basis that will not guarantee
TR Finance LLC debt securities
• Eliminations – Consolidating adjustments
• Thomson Reuters on a consolidated basis
The Guarantor Subsidiaries referred to above are comprised of the following indirect 100%-owned and consolidated subsidiaries
of Thomson Reuters Corporation:
• Thomson Reuters Applications Inc., which operates part of the Company’s Legal Professionals, Tax & Accounting Professionals
and Corporates businesses;
• Thomson Reuters (Tax & Accounting) Inc., which operates part of the Company’s Tax & Accounting Professionals and
Corporates businesses; and
• West Publishing Corporation, which operates part of the Company’s Legal Professionals, Corporates and Global Print businesses.
Thomson Reuters Corporation accounts for its investments in subsidiaries using the equity method for purposes of the condensed
consolidating financial information. Where subsidiaries are members of a consolidated tax filing group, Thomson Reuters
Corporation allocates income tax expense pursuant to the tax sharing agreement among the members of the group, including
application of the percentage method whereby members of the consolidated group are reimbursed for losses when they occur,
regardless of the ability to use such losses on a standalone basis. We believe that this allocation is a systematic, rational approach
for allocation of income tax balances. Adjustments necessary to consolidate the Parent, Guarantor Subsidiaries and
Non-Guarantor Subsidiaries are reflected in the “Eliminations” column.
This basis of presentation is not intended to present the financial position of Thomson Reuters Corporation and the results of its
operations for any purpose other than to comply with the specific requirements for guarantor reporting and should be read in
conjunction with our consolidated financial statements for the year ended December 31, 2022 and 2021, as well as this
management’s discussion and analysis, which are included in this annual report.
The following condensed consolidating financial information is provided in compliance with the requirements of Section 13.4 of
National Instrument 51-102 - Continuous Disclosure Obligations providing for an exemption for certain credit support issuers.
Thomson Reuters Corporation has also elected to provide the following supplemental financial information in accordance with
Article 13 of Regulation S-X, as adopted by the SEC and set forth in SEC Release No. 33-10762.
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The following condensed consolidating financial information has been prepared in accordance with IFRS, as issued by the IASB
and is unaudited.
CONDENSED CONSOLIDATING INCOME STATEMENT
Year ended December 31, 2022
Subsidiary Guarantor Non-Guarantor
(millions of U.S. dollars) Parent Issuer Subsidiaries Subsidiaries Eliminations Consolidated
CONTINUING OPERATIONS
Revenues - - 2,261 5,129 (763) 6,627
Operating expenses (7) - (1,724) (3,312) 763 (4,280)
Depreciation - - (48) (92) - (140)
Amortization of computer software - - (10) (475) - (485)
Amortization of other identifiable intangible assets - - (49) (50) - (99)
Other operating gains, net - - 36 175 - 211
Operating (loss) profit (7) - 466 1,375 - 1,834
Finance (costs) income, net:
Net interest expense (162) - (1) (33) - (196)
Other finance (costs) income (122) - - 566 - 444
Intercompany net interest income (expense) 155 - (49) (106) - -
(Loss) income before tax and equity method investments (136) - 416 1,802 - 2,082
Share of post-tax losses in equity method investments - - - (432) - (432)
Share of post-tax earnings in subsidiaries 1,474 - 6 304 (1,784) -
Tax expense - - (112) (147) - (259)
Earnings from continuing operations 1,338 - 310 1,527 (1,784) 1,391
Loss from discontinued operations, net of tax - - - (53) - (53)
Net earnings 1,338 - 310 1,474 (1,784) 1,338
Earnings attributable to common shareholders 1,338 - 310 1,474 (1,784) 1,338
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Equity
Total equity 13,834 - 4,597 15,899 (20,496) 13,834
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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The related notes form an integral part of these consolidated financial statements.
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The related notes form an integral part of these consolidated financial statements.
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Equity
Capital 24 5,398 5,496
Retained earnings 7,642 9,149
Accumulated other comprehensive loss (1,155) (811)
Total equity 11,885 13,834
Total liabilities and equity 21,711 22,149
The related notes form an integral part of these consolidated financial statements.
These consolidated financial statements were approved by the Company’s board of directors on March 1, 2023.
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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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Unrecognized Foreign
(loss) gain on currency
Stated share Contributed Total Retained financial translation
(millions of U.S. dollars) capital surplus capital earnings instruments adjustments AOCL Total equity
Balance, December 31, 2020 3,719 1,739 5,458 5,211 (8) (681) (689) 9,980
Net earnings - - - 5,689 - - - 5,689
Other comprehensive income (loss) - - - 170 33 (155) (122) 48
Total comprehensive income (loss) - - - 5,859 33 (155) (122) 5,737
Dividends declared on preference shares - - - (2) - - - (2)
Dividends declared on common shares - - - (797) - - - (797)
Shares issued under DRIP 24 - 24 - - - - 24
Repurchases of common shares (see note 24) (78) - (78) (1,122) - - - (1,200)
Stock compensation plans 148 (56) 92 - - - - 92
Balance, December 31, 2021 3,813 1,683 5,496 9,149 25 (836) (811) 13,834
The related notes form an integral part of these consolidated financial statements.
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Change Program
In February 2021, the Company announced a two-year Change Program to transition from a holding company to an operating
company, and from a content provider into a content-driven technology company. The Company completed this program on
December 31, 2022 (see note 5).
Basis of preparation
These consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”),
as issued by the International Accounting Standards Board (“IASB”), on a going concern basis, under the historical cost
convention, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair
value.
The preparation of financial statements in accordance with IFRS 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 are disclosed in
note 2.
References to “$” are to U.S. dollars, references to “C$” are to Canadian dollars, references to “£” are to British pounds sterling
and references to “€” are to Euros.
Principles of consolidation
The consolidated financial statements of the Company include the accounts of all of its subsidiaries.
Subsidiaries
Subsidiaries are entities over which the Company has control, where control is defined as having power over the investee,
exposure, or rights, to variable returns from involvement with the investee, and the ability to use the power over the investee to
affect the amount of those returns. Generally, the Company has a shareholding of more than 50% of the voting rights in its
subsidiaries. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from
the date control ceases.
The Company generally uses cash rather than equity to acquire subsidiaries and applies the acquisition method of accounting as
follows:
• Acquisition cost is measured as the fair value of the assets given and liabilities incurred or assumed at the date of exchange,
excluding transaction costs which are expensed as incurred;
• Identifiable assets acquired and liabilities assumed are measured at their fair values at the acquisition date;
• The excess of acquisition cost over the fair value of the identifiable net assets acquired is recorded as goodwill; and
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• Contingent cash consideration, a financial liability, is measured at fair value on the acquisition date, with subsequent changes
in fair value recorded through the consolidated income statement.
Intercompany transactions between subsidiaries are eliminated in consolidation.
Operating segments
The Company’s operating segments are organized around the customers it serves and are reported in a manner consistent with
the internal reporting provided to the chief operating decision-maker (“CODM”). The Chief Executive Officer has authority for
resource allocation and assessment of the Company’s performance and is therefore the CODM. The accounting policies applied by
the segments are the same as those applied by the Company.
Foreign currency
The consolidated financial statements are presented in U.S. dollars, which is the Company’s presentation currency. The financial
statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which
the subsidiary operates (the “functional currency”).
• Assets and liabilities of entities with functional currencies other than U.S. dollars are translated to U.S. dollars at the period end
rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting
translation adjustments are included in accumulated other comprehensive loss in shareholders’ equity. For entities operating in
countries where the currency has been designated as hyperinflationary, the assets, liabilities and results of their operations are
translated at the period end rates of exchange, after re-indexing the local currency balances for the most recent inflation rates.
• Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transaction. Foreign exchange gains and losses resulting from the settlement of such transactions as well as from the
translation of monetary assets and liabilities not denominated in the functional currency of the subsidiary, are recognized in the
consolidated income statement, except for qualifying cash flow hedges which are deferred in accumulated other
comprehensive loss in shareholders’ equity.
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• Foreign exchange gains and losses arising from borrowings and related hedging instruments, cash and cash equivalents,
intercompany loans that are not permanent in nature and foreign exchange contracts are presented in the consolidated
income statement within “Finance costs, net”.
• Foreign exchange gains and losses related to certain intercompany loans that are permanent in nature are included in
accumulated other comprehensive loss.
• All other foreign exchange gains and losses are presented in the consolidated income statement within “Operating expenses”.
Accumulated foreign exchange gains and losses are recycled from accumulated other comprehensive loss to “Other operating
gains (losses), net” or to discontinued operations, as applicable, within the consolidated income statement upon loss of control,
significant influence or joint control of the applicable entity, including foreign exchange amounts relating to settled intercompany
loans that had previously been considered permanent.
Revenue recognition
Revenues are recognized when control of the Company’s products or services is transferred to customers. The amount of revenues
recognized reflects the consideration to which the Company expects to be entitled. Such consideration is net of estimated returns,
discounts, value-added and other sales taxes.
The Company derives its revenues from selling information, software and services. Revenues are generally recognized as follows:
Recurring revenues
Recurring revenues are generally recognized on a ratable basis over the contract term.
Recurring revenues primarily consist of fees to access products or services over time, such as Westlaw, Practical Law and many of
the Company’s tax compliance products. These products are generally provided under subscription arrangements, which most
customers renew at the end of each subscription term. Most subscription arrangements have multiple year terms that range from
one to five years. Recurring revenues also include fees from software maintenance arrangements that are recognized over the
maintenance period. Arrangements may be billed in advance or in arrears.
Transactions revenues
Transactions revenues are recognized primarily at a point in time and based on their type, as follows:
• Volume-based revenues are recognized based on usage, such as certain fees related to online searches, and transactions in the
Company’s Confirmation and Reuters Events businesses;
• Fees for software licenses with no future obligations are recognized at the point of delivery; and
• Professional fees for service and consulting arrangements are recognized as services are performed, generally based on hours
incurred, reflecting the continuous transfer of control to the customer.
Transactions revenues may be billed in advance or in arrears.
Print revenues
Print revenues that are sold under subscription agreements, which provide access to a library of print products as well as updates
released during the subscription term, are generally recognized on a ratable basis over the contract term and may be billed in
advance or in arrears. Revenues for print products that are not sold as part of a subscription arrangement are recognized at the
point of shipment and billed at the same time.
Print revenues consist of fees for content that is delivered primarily in traditional paper format.
The Company also considers the following when recognizing revenues:
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Deferred revenue
Deferred revenue, a contract liability, is recorded when cash payments are received or due in advance of the transfer of the related
products or services.
Contract costs
Incremental costs of obtaining a contract with a customer are recognized as an asset if the benefit of such costs is expected to be
longer than one year. Such costs are amortized on a straight-line basis over the period that the product or service is transferred to
the customer. Incremental costs include sales commissions to salespeople, account executives and sales management. Sales
commissions on new customer contracts are generally paid at significantly higher rates than renewals. As such:
• Assets related to new customer contracts are amortized over three years, which may anticipate renewal periods, as
management estimates that this corresponds to the period over which a customer benefits from existing technology in the
underlying product or service; and
• Assets related to renewal of customer contracts are amortized over the term of the contract if they are commensurate with
previous renewals commissions.
The Company recognizes “Deferred commissions” short-term, within “Prepaid expenses and other current assets” and “Deferred
commissions” long-term, within “Other non-current assets” in the consolidated statement of financial position.
The Company recognizes the incremental cost of obtaining a contract as an expense when incurred if the amortization period is
one year or less.
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The asset or liability recognized in the consolidated statement of financial position is the present value of the defined benefit
obligation at the end of the reporting period less the fair value of plan assets. The present value of the defined benefit obligation is
determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are
denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the
related pension liability. All actuarial gains and losses that arise in calculating the present value of the defined benefit obligation
and the fair value of plan assets are recognized immediately in retained earnings and included in the consolidated statement of
comprehensive income. For funded plans, surpluses are recognized only to the extent that the surplus is considered recoverable.
Recoverability is primarily based on the extent to which the Company can unilaterally reduce future contributions to the plan.
Payments to defined contribution plans are expensed as incurred.
Termination benefits
Termination benefits are generally payable when an employee is terminated before the normal retirement date. The associated
charges are recognized when the Company can no longer withdraw the offer of termination benefits because it has communicated
to the affected employees a termination plan that is unlikely to change, describing (a) the type and amount of benefits, (b) the
number, job classifications or functions and locations of employees to be terminated and (c) the plan’s expected completion date.
Trade receivables
Trade receivables are amounts due from customers from providing services or the sale of products in the ordinary course of
business. Trade receivables are recognized initially at fair value and subsequently measured at amortized cost, less impairment.
Trade receivables are classified as current assets if payment is due within one year or less.
The Company maintains an allowance for doubtful accounts and sales adjustments to provide for impairment of trade receivables.
The expense relating to doubtful accounts is included within “Operating expenses” in the consolidated income statement.
Revenues are recorded net of sales adjustments.
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Residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. Fully depreciated
assets are retained in cost and accumulated depreciation accounts until such assets are removed from service. Gains or losses on
the disposal of property and equipment are included within “Operating profit” in the consolidated income statement and
computed as the proceeds from disposal netted against the related assets and accumulated depreciation. The proceeds are
presented as an investing activity in the consolidated statement of cash flow.
Intangible assets
Computer software
Certain costs incurred in the development of software to be used internally or for providing services to customers are capitalized
once a project has progressed beyond a conceptual, preliminary stage to that of application development. Development costs that
are directly attributable to the design and testing of identifiable and unique software products controlled by the Company are
recognized as intangible assets when the following criteria are met:
• It is technically feasible to complete the software product so that it will be available for use;
• Management intends to complete the software product and use or sell it;
• There is an ability to use or sell the software product;
• It can be demonstrated how the software product will generate probable future economic benefits;
• Adequate technical, financial and other resources to complete the development and to use or sell the software product are
available; and
• The expenditure attributable to the software product during its development can be reliably measured.
Costs that qualify for capitalization include both internal and external costs but are limited to those that are directly related to the
specific project. The capitalized amounts, net of accumulated amortization, are included in “Computer software, net” in the
consolidated statement of financial position. Computer software is amortized over its expected useful life, which ranges from
three to five years.
Amortization expense is included in “Amortization of computer software” in the consolidated income statement. Residual values
and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. Fully amortized assets are retained
in cost and accumulated amortization accounts until such assets are removed from service.
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Useful lives are reviewed at the end of each reporting period and adjusted if appropriate.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the identifiable net assets
of the acquired subsidiary at the date of acquisition. Goodwill is not amortized.
Impairment
When the recoverable amount of assets is less than their carrying amount, an impairment charge is recognized in the consolidated
income statement. Impairment losses, other than those relating to goodwill, are evaluated for potential reversals when events or
changes in circumstances warrant such consideration.
Financial assets
The Company is exposed to normal credit risk with respect to its accounts receivable, and therefore maintains provisions for
expected losses arising from non-payment and other sales adjustments. The Company estimates credit losses for trade
receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking
into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are
determined using the expected credit loss method, which is based on historical credit loss experience and calibrated, based on
management’s judgment, with forward looking information about a debtor’s ability to pay.
The fair value measurement of other receivables and derivative instruments considers credit risk of the counterparty. The fair value
measurement of equity investments that are accounted for as other financial assets considers information such as quoted prices.
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Non-financial assets
The carrying value of a non-financial asset with a finite life, such as property and equipment and computer software, is assessed
for impairment whenever events or changes in circumstances indicate that its carrying value may not be recoverable and at the
end of each reporting period for indicators of impairment. The recoverable amount is the higher of an asset’s fair value less costs
of disposal or its value in use. An asset is assessed for impairment at the lowest level that the asset generates cash inflows that
are largely independent of cash inflows from other assets. The lowest level may be an individual asset or a group of assets that
form a CGU.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. Trade
payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.
Trade payables are classified as current liabilities if payment is due within one year or less.
Provisions
Provisions represent liabilities of the Company for which the amount or timing is uncertain. Provisions are recognized when the
Company has a present legal or constructive obligation due to past events, it is probable that an outflow of resources will be
required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognized for future operating
losses. Provisions are measured at the present value of the expected expenditures to settle the obligation using a discount rate
that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the
provision due to passage of time is recognized as interest expense.
Indebtedness
Debt is recognized initially at fair value, net of transaction costs. Debt is subsequently stated at amortized cost with any difference
between the proceeds (net of transactions costs) and the redemption value recognized in the consolidated income statement over
the term of the debt using the effective interest method. Where a debt instrument is in a fair value hedging relationship, a fair
value adjustment is made to its carrying value to reflect hedged risk. Interest on indebtedness is expensed as incurred unless
capitalized for qualifying assets in accordance with IAS 23, Borrowing Costs.
Debt is classified as a current liability unless the Company has an unconditional right to defer settlement for at least 12 months
after the end of the reporting period.
Leases
A contract is or contains a lease if it conveys the right to control the use of an identified asset for a specified period in exchange for
consideration. When the Company leases assets from third parties, the Company is the lessee. When the Company leases assets
to third parties, the Company is the lessor.
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Lessee
At the lease commencement date, a right-of-use asset for the underlying leased asset and corresponding lease liability are
recognized in the consolidated statement of financial position measured on a present value basis. Lease payments are discounted
using the interest rate implicit in the lease. If that rate cannot be readily determined, the Company uses its incremental borrowing
rate, which is the interest rate that the Company would pay to borrow funds to obtain an asset of a similar value to the
right-of-use asset with a comparable security, economic environment and term.
The right-of-use asset is included in “Property and equipment, net”, and the lease liability is included in “Other financial
liabilities”, current or long-term, as appropriate, within the consolidated statement of financial position.
Right-of-use assets are measured based on a number of factors including:
• The initial amount of the lease liability;
• Lease payments made at or before the commencement date; and
• Initial direct costs and expected restoration costs.
Lease liabilities are measured as the present value of non-cancellable payments over the lease term, which may include:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that are based on an index or a rate (including inflation-linked payments);
• Amounts expected to be payable under residual value guarantees;
• Exercise price of a purchase option if the Company is reasonably certain to exercise that option; and
• Penalty payments for terminating the lease, if the lease term reflects the Company exercising that option.
Where exercise of renewal or termination options is deemed reasonably certain, such assumptions are reflected in the valuation of
the right-of-use asset and lease liability. The reasonably certain assessment is made at the lease commencement date and
re-assessed if there is a material change in circumstances supporting the assessment.
Lease payments are apportioned between the liability and a finance charge, which is reported within “Finance costs, net” in the
consolidated income statement. The right-of-use asset is depreciated over the shorter of the asset’s useful life or the lease term
on a straight-line basis and presented within “Depreciation” in the consolidated income statement.
Most of the Company’s leases are comprised of property leases, for which fixed payments covering lease and non-lease
components are included in the value of the right-of-use assets and lease liabilities.
Payments for leases with a term of 12 months or less and certain low-value leases are recognized on a straight-line basis within
“Operating expenses” in the consolidated income statement and are not recognized in the consolidated statement of financial
position.
Lessor
Virtually all of the Company’s lessor arrangements are classified as finance leases as substantially all the risks and rewards of the
underlying asset transfer to the lessee. A receivable, equal to the net investment in the lease, is recognized on the consolidated
statement of financial position at the commencement date with an offset to the underlying asset. The receivable is measured as
the present value of non-cancellable payments to be received by the Company over the lease term. The payments are discounted
using the interest rate implicit in the lease, if this can be readily determined, or at the Company’s incremental borrowing rate, if
the implicit rate cannot be determined. Lease payments are apportioned between the lease receivable and finance income, which
is reported within “Finance costs, net” in the consolidated income statement.
Financial assets
Purchases and sales of financial assets are recognized on the settlement date, which is the date on which the asset is delivered to
or by the Company. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or
were transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets are classified
in the following categories at the time of initial recognition based on the purpose for which the financial assets were acquired:
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This category includes cash as well as trade and other receivables, which represent non-derivative financial assets that are held for
the purpose of collecting their contractually fixed or determinable payments.
• Recognition and measurement
Trade and other receivables are initially recognized at the transaction price and subsequently measured at amortized cost
using the expected credit loss method.
These financial assets are non-derivatives that are irrevocably designated in this category. This category includes equity
investments, which are not held-for-trading and do not qualify as associates accounted for under the equity method.
• Recognition and measurement
These financial instruments are initially recognized at fair value plus transaction costs and are subsequently carried at fair
value with changes recognized in other comprehensive income or loss. The amounts presented in accumulated other
comprehensive income or loss are not subsequently recycled to the consolidated income statement.
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Taxation
Tax expense comprises current and deferred income tax. Tax is recognized in the consolidated income statement except to the
extent it relates to items recognized in other comprehensive income or loss or directly in equity.
Current tax
Current tax expense is based on the results for the period as adjusted for items that are currently not taxable or not deductible.
Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is
subject to interpretation. Provisions are established where appropriate based on amounts expected to be paid to the tax
authorities.
Deferred tax
Deferred tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying
amounts in the consolidated statement of financial position. Deferred tax is calculated using tax rates and laws that have been
enacted or substantively enacted at the end of each reporting period, and which are expected to apply when the related deferred
income tax asset is realized, or the deferred income tax liability is settled.
Deferred tax liabilities:
• Are generally recognized for all taxable temporary differences;
• Are recognized for taxable temporary differences arising on investments in subsidiaries, associates and joint ventures, except
where the reversal of the temporary difference can be controlled, and it is probable that the difference will not reverse in the
foreseeable future or create a tax liability; and
• Are not recognized on temporary differences that arise from goodwill that is not deductible for tax purposes.
Deferred tax assets:
• Are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary
differences can be utilized; and
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• Are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are not recognized in respect of temporary differences that arise on initial recognition of assets
and liabilities acquired other than in a business combination.
Adjusted EBITDA
Legal Professionals 1,091 - 1,091
Corporates 502 (6) 496
Tax & Accounting Professionals 373 6 379
Reuters News 103 - 103
Global Print 226 - 226
Total reportable segments adjusted EBITDA 2,295 - 2,295
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Computer software
Computer software represented $922 million of total assets in the consolidated statement of financial position as of December 31,
2022. As a content driven technology company, most software expenditures relate to product development and enhancements,
including a portion which relates to software licensed directly to customers. As part of the software development process,
management must estimate the expected period of benefit over which capitalized costs should be amortized. The basis of these
estimates includes the timing of technological obsolescence, economic and competitive pressures, historical experience and
internal business plans for the use of the software. Due to rapidly changing technology and the uncertainty of the software
development process itself, future results could be affected if management’s current assessment of its software projects differs
from actual performance.
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If future events or results differ adversely from the estimates and assumptions made at acquisition or as part of subsequent
impairment tests, the Company could record increased amortization or impairment charges in the future.
See note 18 for discussion of the annual impairment testing of goodwill.
Income taxes
The Company computes an income tax provision in each of the jurisdictions in which it operates. These income tax provisions
include amounts that are based upon the Company’s estimates and assumptions regarding prices and values used to record
intercompany transactions. Actual amounts of income tax expense only become final upon filing and acceptance of the tax return
by the relevant authorities, which occurs after the issuance of the financial statements. Additionally, estimation of income taxes
includes evaluating the recoverability of deferred tax assets based on an assessment of the ability to use the underlying future tax
deductions before they expire against future taxable income. The assessment is based upon existing tax laws and estimates of
future taxable income. To the extent estimates differ from the final tax return, earnings would be affected in a subsequent period.
In interim periods, the income tax provision is based on estimates of full-year earnings by jurisdiction. The average annual effective
income tax rates are re-estimated at each interim reporting date. To the extent that forecasts differ from actual results,
adjustments are recorded in subsequent periods. See note 9 for further details on income taxes including a discussion on
sensitivity.
The Company has deferred tax assets in connection with the intercompany transfer of certain operations. The determination of
these assets requires management to make significant estimates and assumptions about the fair value of the related
operations. Critical estimates include, but are not limited to, internal revenue and expense forecasts and discount rates, while
critical assumptions include those regarding macroeconomic conditions and prevailing tax laws. The discount rates used in the
income method to reduce expected future cash flows to present value are derived from a weighted-average cost of capital analysis
and are adjusted to reflect the inherent risks related to the cash flow. Although the Company believes its assumptions and
estimates are reasonable and appropriate, they are based in part on historical experience and are inherently uncertain.
Unanticipated events and circumstances may occur that could differ adversely from the Company’s assumptions and estimates,
which could require the Company to reduce its deferred tax assets in future periods.
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Note 3: Revenues
Revenues by type and geography
The following tables disaggregate revenues by type and geography and reconcile them to reportable segments (see note 4).
Tax &
Legal Accounting Eliminations/
Revenues by type Professionals Corporates Professionals Reuters News Global Print Rounding Total
Year ended December 31, 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Recurring 2,631 2,523 1,305 1,209 799 742 612 596 - - (23) (22) 5,324 5,048
Transactions 172 189 231 231 187 173 121 98 - - - - 711 691
Global Print - - - - - - - - 592 609 - - 592 609
Total 2,803 2,712 1,536 1,440 986 915 733 694 592 609 (23) (22) 6,627 6,348
Tax &
Revenues by geography Legal Accounting Eliminations/
(country of destination) Professionals Corporates Professionals Reuters News Global Print Rounding Total
Year ended December 31, 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
U.S. 2,242 2,139 1,271 1,188 804 759 115 139 426 424 (23) (22) 4,835 4,627
Canada (country of domicile) 69 64 9 10 34 33 4 4 79 83 - - 195 194
Other 29 25 61 49 118 90 9 7 17 17 - - 234 188
Americas (North America, Latin
America, South America) 2,340 2,228 1,341 1,247 956 882 128 150 522 524 (23) (22) 5,264 5,009
U.K. 262 276 107 107 17 19 450 376 34 41 - - 870 819
Other 61 69 50 49 - - 101 110 12 16 - - 224 244
EMEA (Europe, Middle East and
Africa) 323 345 157 156 17 19 551 486 46 57 - - 1,094 1,063
Asia Pacific 140 139 38 37 13 14 54 58 24 28 - - 269 276
Total 2,803 2,712 1,536 1,440 986 915 733 694 592 609 (23) (22) 6,627 6,348
Contract liabilities
December 31,
2022 2021 2020
Deferred revenue 886 874 866
Deferred revenue as of December 31, 2022 increased compared to the balance as of December 31, 2021 as cash payments
received or due in advance of satisfying performance obligations exceeded $849 million of revenues recognized from the deferred
revenue balance at the beginning of the period.
Deferred revenue as of December 31, 2021 increased compared to the balance as of December 31, 2020 as cash payments
received or due in advance of satisfying performance obligations exceeded $817 million of revenues recognized from the deferred
revenue balance at the beginning of the period.
Costs to obtain a contract
Amortization of deferred commissions was $156 million and $139 million for the years ended December 31, 2022 and 2021,
respectively, and was recorded within ”Operating expenses” in the consolidated income statement.
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December 31,
2022 2021
1 year 26% 25%
Between 1 and 2 years 13% 13%
Between 2 and 3 years 8% 8%
Later than 3 years 53% 54%
The remaining performance obligations later than three years largely relate to a news agreement between Reuters News and the
Data & Analytics business of London Stock Exchange Group plc (“LSEG”) for a minimum amount of revenue through October 1,
2048. In 2022, the Company recorded $360 million (2021—$339 million) of revenues under this agreement, which represent the
current minimum annual value. However, these revenues may increase further as the contract requires adjustments related to
changes in the consumer price index and foreign exchange rates. As permitted by IFRS 15, Revenue from Contracts with Customers,
the Company excluded performance obligations for contracts with an original expected duration of less than one year from its
disclosure.
Legal Professionals
The Legal Professionals segment serves law firms and governments with research and workflow products, focusing on intuitive
legal research powered by emerging technologies and integrated legal workflow solutions that combine content, tools and
analytics.
Corporates
The Corporates segment serves corporate customers from small businesses to multinational organizations, including the seven
largest global accounting firms, with the Company’s full suite of content-driven technology solutions for in-house legal, tax,
regulatory, compliance and IT professionals.
Reuters News
The Reuters News segment supplies business, financial and global news to the world’s media organizations, professionals and
news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial market
professionals exclusively via LSEG products.
Global Print
The Global Print segment provides legal and tax information primarily in print format to customers around the world.
The Company also reports “Corporate costs”, which includes expenses for corporate functions and the Change Program which are
centrally managed. Corporate costs does not qualify as a reportable segment.
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Adjusted EBITDA
Legal Professionals 1,227 1,091
Corporates 578 496
Tax & Accounting Professionals 451 379
Reuters News 154 103
Global Print 212 226
Total reportable segments adjusted EBITDA 2,622 2,295
Corporate costs (293) (325)
Fair value adjustments (see note 5) 18 8
Depreciation (140) (177)
Amortization of computer software (485) (474)
Amortization of other identifiable intangible assets (99) (119)
Other operating gains, net 211 34
Operating profit 1,834 1,242
Net interest expense (196) (196)
Other finance income 444 8
Share of post-tax (losses) earnings in equity method investments (432) 6,240
Tax expense (259) (1,607)
Earnings from continuing operations 1,391 5,687
Reuters News revenues included $23 million and $22 million in 2022 and 2021, 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. These measures are defined
below and may not be comparable to similar measures of other companies.
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• Each segment includes an allocation of costs, based on usage or other applicable measures, for centralized support services
such as technology, customer service, commercial policy, facilities management, and product and content development.
Additionally, product costs are allocated when one segment sells products managed by another segment.
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Operating expenses included $171 million and $183 million in 2022 and 2021, respectively, related to the Change Program. The
charges included severance as well as costs to drive technology and digital sales efficiencies.
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Equity method investments were primarily comprised of the Company’s indirect investment in LSEG shares, which it holds through
its direct investment in York Parent Limited and its subsidiaries (“YPL”), formerly Refinitiv Holdings Limited (“RHL”). YPL is an
entity jointly owned by the Company, Blackstone’s consortium (comprised of The Blackstone Group and its subsidiaries, and
private equity funds affiliated with Blackstone), and certain current LSEG and former members of Refinitiv senior management. As
of December 31, 2022 and December 31, 2021, YPL held a combination of LSEG ordinary shares and LSEG limited-voting ordinary
shares (with the shares carrying in aggregate an approximate 30% economic interest and a 24% voting interest in LSEG). As of
December 31, 2022, the Company owned 42.84% (December 31, 2021 - 42.82%) of YPL and indirectly owned approximately
72.0 million (December 31, 2021 - 72.4 million) LSEG shares.
On December 12, 2022, the Company announced that it and certain investment funds affiliated with Blackstone agreed to sell
approximately 21.2 million LSEG shares they co-own to Microsoft for a fixed U.S. dollar price of $94.50 per share. After the sale,
the Company will indirectly own approximately 61.5 million shares. In conjunction with the sale of shares to Microsoft, LSEG
amended the terms of contractual lock-up provisions previously agreed between LSEG and the Blackstone/Thomson Reuters
entities that hold the LSEG shares, such that Thomson Reuters will be able to sell approximately 31 million of its indirectly owned
shares in the twelve-month period beginning January 30, 2023, 22 million shares in the twelve-month period beginning
January 30, 2024 and 8 million shares after the lock-up arrangement terminates on January 29, 2025.
YPL is entitled to nominate three non-executive LSEG directors for as long as it holds at least 25% of LSEG shares, two LSEG
directors for as long as it holds at least 17.5% but less than 25% of LSEG shares and one LSEG director for as long as it holds at
least 10% but less than 17.5% of LSEG shares. For so long as YPL is entitled to nominate three directors, one nominee will be a
Thomson Reuters representative. Once YPL is released from the lock-up agreement described above, any disposals of LSEG
shares will be subject to orderly marketing restrictions. A standstill restriction also applies to YPL under which it (and the
underlying investors) have agreed not to, among other matters, acquire further LSEG shares, or make a takeover offer for LSEG for
designated time periods. YPL has also committed to vote its LSEG shares in line with the LSEG Board’s recommendation.
The investment in LSEG is subject to equity accounting because the LSEG shares are held through YPL, over which the Company
has significant influence. As YPL owns only the financial investment in LSEG shares, which the parties intend to sell over time, and
is not involved in operating LSEG or the Refinitiv business of LSEG, the investment in LSEG shares held by YPL is accounted for at
fair value, based on the share price of LSEG. As the investment in LSEG is denominated in British pounds sterling, the Company
has entered into a series of foreign exchange contracts to mitigate currency risk on its investment (see note 19).
The Company’s share of post-tax (losses) earnings in equity method investments as reported in the consolidated income
statement is comprised of the following:
Year ended December 31,
2022 2021
YPL (416) 6,233
Other equity method investments (16) 7
Total share of post-tax (losses) earnings in equity method investments (432) 6,240
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In 2022, share of post-tax losses in equity method investments reflected a decrease in value of the LSEG investment due to
foreign exchange losses of $787 million, which more than offset increases in value of $207 million due to a higher share price,
dividend income of $87 million, and a $77 million gain on a forward contract relating to the agreement to sell LSEG shares to
Microsoft for a fixed price.
In 2022, LSEG repurchased approximately 1.2 million ordinary shares from YPL under a buyback program announced by LSEG in
August 2022. The Company received proceeds of $43 million, for approximately 0.5 million shares, which were distributed as a
dividend and reduced its investment. The proceeds were presented in investing activities in the consolidated statement of cash
flow.
In 2021, share of post-tax earnings in equity method investments reflected an $8,075 million gain from the sale of Refinitiv and
$75 million in dividend income, which was partly offset by a $1,749 million decline in the value of the LSEG investment after the
sale and $168 million of post-tax losses related to the Refinitiv operations prior to the sale.
In March 2021, as permitted under a lock-up exception, approximately 10.1 million of the Company’s LSEG shares were sold for
pre-tax net proceeds of $994 million. Proceeds from the sale of the shares by YPL were also distributed to the Company as a
dividend. The proceeds were presented in investing activities in the consolidated statement of cash flow.
Set forth below is summarized financial information for 100% of YPL (formerly RHL prior to its sale in January 2021.)
Year ended December 31,
2022 2021
Revenues - 551
Gain related to the sale of Refinitiv to LSEG - 18,645
Mark-to-market of LSEG shares (1,354) (3,895)
Income from forward contract 179 -
Dividend income 202 177
Refinitiv net loss prior to its sale to LSEG - (361)
Net (loss) earnings (973) 14,566
Remove: Net earnings attributable to non-controlling interests - (11)
Net (loss) earnings attributable to YPL (973) 14,555
Other comprehensive loss attributable to YPL - (214)
Total comprehensive (loss) income attributable to YPL (973) 14,341
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The following table reconciles the net assets attributable to YPL (formerly RHL) to the Company’s carrying value of its investment
in YPL:
December 31,
2022 2021
Assets
Current assets 190 6
Non-current assets 14,620 16,068
Total assets 14,810 16,074
Liabilities
Current liabilities 10 4
Non-current liabilities 202 189
Total liabilities 212 193
Net assets attributable to YPL 14,598 15,881
Net assets attributable to YPL - beginning period 15,881 2,487
Net (loss) earnings attributable to YPL (973) 14,555
Other comprehensive loss attributable to YPL - (214)
Other adjustments(1) - 253
Distribution to owners (310) (1,200)
Net assets attributable to YPL - ending period 14,598 15,881
Thomson Reuters % share 42.84% 42.82%
Thomson Reuters $ share 6,254 6,800
Historical excluded equity adjustment(2) (226) (226)
Thomson Reuters carrying amount 6,028 6,574
(1) Consists of equity transactions excluded from total comprehensive income attributable to YPL.
(2) Represents the cumulative impact of equity transactions excluded from the Company’s investment in YPL.
Refer to note 31 for related party transactions with YPL and Refinitiv.
Note 9: Taxation
The components of tax expense for 2022 and 2021 are as follows:
Year ended December 31,
2022 2021
Current tax expense 339 945
Deferred tax (benefit) expense (80) 662
Total tax expense 259 1,607
Taxes on items recognized in “Other comprehensive (loss) income” or directly in equity in 2022 and 2021 are as follows:
Year ended December 31,
2022 2021
Included in Other comprehensive (loss) income
Deferred tax (benefit) expense on remeasurement on defined benefit pension plans (43) 58
Deferred tax benefit on share of other comprehensive loss in equity method investments - (23)
Included in Equity
Deferred tax expense (benefit) on share-based payments 28 (21)
Current tax benefit on share-based payments (4) (18)
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The Company’s 2022 effective income tax rate on earnings from continuing operations was 15.7% (2021 – 22.0%). The effective
income tax rate in both years was lower than the Canadian corporate income tax rate due significantly to the lower tax rates and
differing tax rules applicable to certain of the Company’s operating and financing subsidiaries outside Canada. The Company’s
effective tax rate depends on the laws of numerous countries and the provisions of multiple income tax conventions between
various countries in which the Company operates. A 1% increase in the effective income tax rate would have increased 2022
income tax expense and decreased earnings from continuing operations by approximately $17 million.
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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:
Year ended December 31,
2022 2021
Weighted-average number of common shares outstanding 483,634,135 493,106,315
Weighted-average number of vested DSUs 251,366 337,716
Basic 483,885,501 493,444,031
Effect of stock options and TRSUs 1,044,104 1,060,473
Diluted 484,929,605 494,504,504
There were no share-based compensation awards outstanding as of December 31, 2022 and 2021, respectively, where the exercise
price was greater than the average market price.
Of total cash and cash equivalents, $81 million and $70 million as of December 31, 2022 and 2021, 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.
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The aging of gross trade receivables at each reporting date was as follows:
December 31,
2022 2021
Current - 30 days 950 884
Past due 31-60 days 42 55
Past due 61-90 days 27 33
Past due 91-180 days 37 85
Past due >180 days 41 60
Balance as of December 31 1,097 1,117
Trade and other receivables are written off when there is no reasonable expectation of recovery, such as the bankruptcy of the
debtor. The potential for such losses is mitigated because customer creditworthiness is evaluated before credit is extended and
there is no significant exposure to any single customer.
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See note 27 for right-of-use assets carrying amounts and other related leases disclosures.
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Accumulated amortization:
December 31, 2020 - (117) (1,204) (542) (730) (2,593)
Amortization - (10) (82) (20) (7) (119)
Removed from service - 7 3 1 5 16
Disposals of businesses - 9 17 - - 26
Translation and other, net - 1 8 1 4 14
December 31, 2021 - (110) (1,258) (560) (728) (2,656)
Amortization - (9) (64) (20) (6) (99)
Removed from service - - 1 - - 1
Disposals of businesses - - 5 - - 5
Translation and other, net - 1 29 7 19 56
December 31, 2022 - (118) (1,287) (573) (715) (2,693)
Carrying amount:
December 31, 2021 2,646 20 557 78 30 3,331
December 31, 2022 2,646 12 480 57 24 3,219
The carrying amount of indefinite-lived trade names as of December 31, 2022 and 2021 was comprised of the Reuters and West
tradenames in the amounts of $1,939 million and $707 million, respectively.
Due to widespread brand recognition, long history and expected future use, these trade names have been assigned indefinite lives.
For purposes of impairment testing, the West trade name was allocated to the Legal Professionals, Corporates and Global Print
CGUs as it primarily benefits those CGUs. The Reuters trade name is considered a corporate asset, because it is used in the
Company’s name, and therefore its carrying value was compared to the combined excess fair value of all the Company’s CGUs.
The Company performed its annual test for impairment as of October 1, 2022. No impairment was recorded. See note 18.
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2022 2021
Cost:
Balance as of January 1, 5,940 5,976
Acquisitions 117 -
Disposals of businesses (36) (16)
Translation and other, net (139) (20)
Carrying amount as of December 31: 5,882 5,940
Valuation Techniques
The selection and application of valuation techniques and the determination of significant assumptions requires judgment. As
with previous impairment tests, the recoverable value of each CGU was based on fair value less costs of disposal, using a weighted
average of the income approach and market approach. IFRS 13, Fair Value Measurement, defines fair value as a market-based
measurement rather than an entity-specific measurement. Therefore, the fair value of the CGU must be measured using the
assumptions that market participants would use rather than those related specifically to the Company. To calculate market
participant assumptions, publicly available data was gathered from companies operating in businesses similar to each CGU,
which includes key competitors. As certain inputs to the valuation are not based on observable market data, the recoverable value
of each CGU is categorized in Level 3 of the fair value measurement hierarchy.
Income approach
The income approach is predicated upon the value of the future cash flows that a business will generate. The Company used the
discounted cash flow (“DCF”) method, which involves projecting cash flows and converting them into a present value equivalent
through discounting. The discounting process uses a rate of return that is commensurate with the risk associated with the
business and the time value of money. This approach requires assumptions about revenue growth rates, operating margins,
capital expenditures, tax rates and discount rates.
Market approach
The market approach assumes that companies operating in the same industry will share similar characteristics and that company
values will correlate to those characteristics. Therefore, a comparison of a CGU to similar companies whose financial information
is publicly available may provide a reasonable basis to estimate fair value. Under the market approach, fair value is calculated
based on EBITDA multiples of benchmark companies comparable to the businesses in each CGU. Data for the benchmark
companies was obtained from publicly available information.
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Significant Assumptions
Weighting of Valuation Techniques
The Company weighted the results of the two valuation techniques noted above, consistently applied to each CGU, as follows:
60% income approach/40% market approach. The Company believes that given volatility in capital markets, it is appropriate to
apply a heavier weighting to the income approach.
Discount Rate
The Company assumed a discount rate to calculate the present value of its projected cash flows. The discount rate represented a
weighted-average cost of capital (“WACC”) for comparable companies operating in similar industries as the applicable CGU,
based on publicly available information. The WACC is an estimate of the overall required rate of return on an investment for both
debt and equity owners and serves as the basis for developing an appropriate discount rate. Determination of the WACC requires
separate analysis of the cost of equity and the cost of debt. The cost of equity reflects the long-term risk-free interest rate
associated with U.S. Treasury bonds and considers a risk premium based on an assessment of risks related to the projected cash
flows of each CGU.
Lower discount rates were applied to CGUs whose cash flows are expected to be less volatile due to factors such as the maturity of
the market they serve and their market position. Higher discount rates were applied to CGUs whose cash flows are expected to be
more volatile due to competition or participation in less stable geographic markets.
Tax Rate
The tax rates applied to the projections were based on effective tax rates of comparable companies operating in similar industries
as the applicable CGU, based on publicly available information or statutory tax rates. Tax assumptions are sensitive to changes in
tax laws and the jurisdictions in which profits are earned.
The key assumptions used in performing the impairment test, by CGU, are presented below:
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Assets at Fair
Value through
Assets/(Liabilities) Other Derivatives
Assets/(Liabilities) at Fair Value Comprehensive Used for
December 31, 2022 at Amortized Cost through Earnings Income or Loss Hedging(1) Total
Cash and cash equivalents 820 249 - - 1,069
Trade and other receivables 1,069 - - - 1,069
Other financial assets – current 13 191 - - 204
Other financial assets – non-current 24 400 61 42 527
Current indebtedness (1,647) - - - (1,647)
Trade payables (see note 21) (237) - - - (237)
Accruals (see note 21) (834) - - - (834)
Other financial liabilities – current(2)(3) (781) (31) - - (812)
Long-term indebtedness (3,114) - - - (3,114)
Other financial liabilities – non-current(4) (204) (29) - - (233)
Total (4,891) 780 61 42 (4,008)
Assets at Fair
Value through
Assets/(Liabilities) Other Derivatives
Assets/(Liabilities) at Fair Value Comprehensive Used for
December 31, 2021 at Amortized Cost through Earnings Income or Loss Hedging(1) Total
Cash and cash equivalents 389 389 - - 778
Trade and other receivables 1,057 - - - 1,057
Other financial assets – current 108 - - - 108
Other financial assets – non-current 27 235 68 99 429
Trade payables (see note 21) (227) - - - (227)
Accruals (see note 21) (950) - - - (950)
Other financial liabilities – current(2) (174) (1) - - (175)
Long-term indebtedness (3,786) - - - (3,786)
Other financial liabilities – non-current(4) (215) (19) - - (234)
Total (3,771) 604 68 99 (3,000)
(1) Derivatives are entered into with specific objectives for each transaction, and are linked to specific assets, liabilities, firm commitments or highly probable forecasted
transactions.
(2) Includes lease liabilities of $56 million (2021 - $64 million).
(3) Includes a commitment to repurchase up to $718 million of shares related to the Company’s automatic share repurchase plan with its broker to repurchase the
Company’s shares during its internal trading blackout period. See note 24.
(4) Includes lease liabilities of $179 million (2021 - $197 million).
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.
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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.
The following is a summary of debt and related derivative instruments that hedged the cash flows of debt:
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The carrying amount of debt, all of which is unsecured, was denominated in the following currencies:
Before Currency Hedging Arrangements After Currency Hedging Arrangements
December 31, December 31,
2022 2021 2022 2021
Canadian dollar 1,030 1,103 - -
U.S. dollar 3,731 2,683 4,719 3,687
4,761 3,786 4,719 3,687
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Market Risk
Currency Risk
The Company’s consolidated financial statements are expressed in U.S. dollars. However, the Company transacts a portion of its
business in other currencies and is therefore subject to the effects of foreign currency translation into U.S. dollars as well as
currency transaction risk.
The impact of foreign currency translation from changes in exchange rates between 2021 and 2022 decreased consolidated
revenues and operating expenses by 2%, and 3%, respectively, and generated $317 million of net translation losses (2021 –
$61 million of net translation losses), which were recorded within accumulated other comprehensive loss in shareholders’ equity.
Exposure to currency transaction risk is minimized as the Company generally bills customers and incurs operating expenses in the
functional currency of the legal entity that records the transaction. However, the Company is exposed to currency transaction risk
from the revaluation of non-permanent intercompany loans in certain of its legal entities, which impacts earnings. In addition, the
indirect investment in LSEG denominated in British pounds sterling exposes the Company to currency risk.
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The table below shows the impact on earnings that a hypothetical 10% strengthening of the U.S. dollar against other foreign
currencies would have as a result of changes in fair values of financial instruments as of December 31, 2022.
Other
Increase (decrease) impact on earnings from: £ € C$ Currencies Total
Financial assets and liabilities(1) 1 - 1 4 6
Receivables under indemnification arrangement (23) (1) - (1) (25)
Non-permanent intercompany loans 67 24 58 15 164
Indirect investment in LSEG shares (618) - - - (618)
Foreign exchange contracts(2) 469 - - - 469
Total impact on earnings (104) 23 59 18 (4)
(1) Excludes debt which has been swapped into U.S. dollar obligations.
(2) Represents foreign exchange contracts intended to mitigate currency exposure to LSEG shares.
The Company only uses derivative instruments to reduce foreign currency and interest rate exposures. Canadian dollar borrowings
are generally converted to U.S. dollar obligations through currency swap arrangements. Foreign exchange contracts are used to
reduce foreign currency risk related to a portion of the Company’s indirect investment in LSEG, which is denominated in British
pounds sterling. See “Cross-currency interest rate swaps” and “Foreign Exchange Contracts” sections above within this note. At
each reporting date presented, substantially all indebtedness was denominated in U.S. dollars or had been swapped into U.S.
dollar obligations.
Price Risk
The Company has no significant exposure to price risk from commodities in the normal course of business. The Company’s
exposure to price risk from equity securities is limited to its indirect investment in LSEG, which is subject to variability based on
changes in the price of LSEG shares. As of December 31, 2022, the Company indirectly owned 72.0 million LSEG shares which had
a market value of approximately $6.2 billion. Based on the amount of shares owned as of December 31, 2022, a 10% increase or
decrease in the share price of LSEG would increase or decrease share of post-tax earnings in equity method investments by
approximately $618 million.
Credit Risk
Credit risk arises from cash and cash equivalents and derivative financial instruments, as well as credit exposure to customers
including outstanding receivables. The Company attempts to minimize credit exposure as follows:
• Cash investments are placed with high-quality financial institutions with limited exposure to any one institution. As of
December 31, 2022, approximately 99% of cash and cash equivalents were held by institutions that were rated at “A-“ or higher
by at least one of the major credit rating agencies;
• Counterparties to derivative contracts are major investment-grade international financial institutions and exposure to any
single counterparty is monitored and limited; and
• The Company assesses the creditworthiness of its customers.
No allowance for credit losses on financial assets was required as of December 31, 2022, other than the allowance for doubtful
accounts (see note 13) and for credit risk associated with receivables under an indemnification arrangement (see “Fair value
estimation” section below). Further, no financial or other assets have been pledged.
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The Company’s maximum exposure with respect to credit, assuming no mitigating factors, would be the aggregate of its cash and
cash equivalents $1,069 million (2021 - $778 million), trade and other receivables $1,069 million (2021 - $1,057 million), derivative
financial assets $388 million (2021 - $99 million) and other financial assets $282 million (2021 - $370 million).
The Company is also exposed to credit risk from the guarantee related to its investment in 3 Times Square Associates LLC (“3XSQ
Associates”) (see note 30).
Liquidity Risk
A centralized treasury function ensures funding flexibility by assessing future cash flow expectations and by maintaining sufficient
capacity under its committed borrowing facilities. Cash flow estimates are based on rolling forecasts of operating, investing and
financing flows. Such forecasting also considers account borrowing limits, cash restrictions and compliance with debt covenants.
Cash which is surplus to working capital requirements is invested in money market funds or bank money market deposits with
maturities aligned to expected cash needs. As of December 31, 2022, cash and cash equivalents were $1,069 million. In addition,
the Company maintains a commercial paper program, which provides cost-effective and flexible short-term funding, and a
$2.0 billion credit facility, which provides additional liquidity, as further described below.
Credit Facility
In November 2022, the Company amended and restated its credit facility agreement to increase the commitment to $2.0 billion,
from $1.8 billion and extend the maturity to November 2027. The facility 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 December 31, 2022 and 2021. Based on the Company’s current credit ratings, the cost of borrowing under the
facility is priced at the Term Secure Overnight Financing Rate (“SOFR”)/Euro Interbank Offered Rate (“EURiBOR”)/Simple
Sterling Overnight Index Average (“SONIA”) plus 102.5 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. If the Company’s debt rating is downgraded by Moody’s, S&P or Fitch, the facility fees and
borrowing costs would increase, although availability would be unaffected. Conversely, an upgrade in the Company’s ratings may
reduce the facility fees and borrowing costs.
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 ratio of net debt to EBITDA would temporarily
increase to 5.0:1 for three quarters after completion, at which time the ratio would revert to 4.5:1. As of December 31, 2022, the
Company was in compliance with this covenant as its ratio of net debt to EBITDA, as calculated under the terms of its syndicated
credit facility, was 1.6:1.
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The tables below set forth non-derivative and derivative financial liabilities by maturity based on the remaining period from
December 31, 2022 and 2021, respectively, to the contractual maturity date. The amounts disclosed are the contractual
undiscounted cash flows.
December 31, 2022 2023 2024 2025 2026 2027 Thereafter Total
Commercial paper 1,050 - - - - - 1,050
Notes/debentures(1) 600 242 1,033 500 - 1,369 3,744
Interest payable(1) 151 125 105 84 76 943 1,484
Debt-related hedges outflows(2) 22 22 1,011 - - - 1,055
Debt-related hedges inflows(1) (23) (23) (1,045) - - - (1,091)
Trade payables 237 - - - - - 237
Accruals 834 - - - - - 834
Lease liabilities 68 52 40 29 21 53 263
Foreign exchange contracts outflows(3) 2,951 2,092 - - - - 5,043
Foreign exchange contracts inflows(4) (3,118) (2,233) - - - - (5,351)
Other financial liabilities 725 25 - - - - 750
Total 3,497 302 1,144 613 97 2,365 8,018
December 31, 2021 2022 2023 2024 2025 2026 Thereafter Total
Notes/debentures(1) - 600 242 1,108 500 1,369 3,819
Interest payable(1) 153 153 127 105 84 1,019 1,641
Debt-related hedges outflows(2) 22 22 22 1,010 - - 1,076
Debt-related hedges inflows(1) (25) (25) (25) (1,120) - - (1,195)
Trade payables 227 - - - - - 227
Accruals 950 - - - - - 950
Lease liabilities 73 63 46 35 26 45 288
Foreign exchange contracts outflows(3) - 1,746 1,743 - - - 3,489
Foreign exchange contracts inflows(4) - (1,738) (1,732) - - - (3,470)
Other financial liabilities 110 18 - - - - 128
Total 1,510 839 423 1,138 610 2,433 6,953
(1) Represents contractual cash flows calculated using spot foreign exchange rates as of the period then ended.
(2) Represents contractual U.S. dollar cash flows.
(3) Represents contractual cash flows translated at the contract rate.
(4) Represents contractual cash flows calculated using forward foreign exchange rates as of the period then ended.
Capital Management
The Company’s capital management strategy is focused on ensuring that it has the investment capacity to drive revenue growth
both organically and through acquisitions, while also maintaining its long-term financial leverage and credit ratings and
continuing to provide returns to shareholders.
The Company’s principal sources of liquidity are cash and cash equivalents and cash provided by operating activities. From time to
time, the Company issues commercial paper, borrows under its credit facility and issues debt securities. The Company’s principal
uses of cash are for debt repayments, debt servicing costs, dividend payments, capital expenditures, share repurchases and
acquisitions. The Company believes that its existing sources of liquidity will be sufficient to fund its expected 2023 cash
requirements in the normal course of business.
Additionally, the Company targets a leverage ratio of net debt, as defined below, to adjusted EBITDA of no more than 2.5x as a
measure of its financial flexibility and ability to maintain investment grade credit ratings. As of December 31, 2022, the Company
was below its maximum target ratio.
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The Company’s investment grade credit ratings provide additional financial flexibility and the ability to borrow to support the
operations and growth strategies of the business. The following table sets forth the credit ratings that the Company has received
from rating agencies in respect of its outstanding securities as of December 31, 2022:
Net debt is defined as total indebtedness (excluding the associated unamortized transaction costs and premiums or discounts)
plus the currency related fair value of associated hedging instruments, and lease liabilities less cash and cash equivalents. As the
Company hedges some of its debt to reduce risk, the hedging instruments are included in the measurement of the total obligation
associated with its outstanding debt. However, because the Company generally intends to hold the debt and related hedges to
maturity, it does not consider the associated fair value of the interest-related component of hedging instruments in the
measurement of net debt.
The following table presents the calculation of net debt:
December 31,
2022 2021
Current indebtedness 1,647 -
Long-term indebtedness 3,114 3,786
Total debt 4,761 3,786
Swaps (42) (99)
Total debt after swaps 4,719 3,687
Remove fair value adjustments for hedges(1) 7 (10)
Total debt after currency hedging arrangements 4,726 3,677
Remove transaction costs, premiums or discounts included in the carrying value of debt 33 33
Add: Lease liabilities (current and non-current) 235 261
Less: cash and cash equivalents (1,069) (778)
Net debt 3,925 3,193
(1) Represents the interest-related fair value component of hedging instruments that are removed to reflect net cash outflow upon maturity.
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The following reconciles movements of liabilities to cash flows arising from financing activities for the years ended December 31,
2022 and 2021:
Derivative
Instruments Total Liabilities
Notes and Commercial Liabilities From Financing
Debentures Paper (Assets) Lease Liabilities Activities
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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:
December 31, 2022 Total
Assets Level 1 Level 2 Level 3 Balance
Money market accounts - 249 - 249
Other receivables(1) - - 245 245
Foreign exchange contracts(2) - 346 - 346
Financial assets at fair value through earnings - 595 245 840
Financial assets at fair value through other comprehensive income(3) 19 - 42 61
Derivatives used for hedging(4) - 42 - 42
Total assets 19 637 287 943
Liabilities
Foreign exchange contracts(2) - (37) - (37)
Contingent consideration(5) - - (23) (23)
Financial liabilities at fair value through earnings - (37) (23) (60)
Total liabilities - (37) (23) (60)
Liabilities
Contingent consideration(5) - - (1) (1)
Foreign exchange contracts(2) - (19) - (19)
Financial liabilities at fair value through earnings - (19) (1) (20)
Total liabilities - (19) (1) (20)
(1) Receivables under indemnification arrangement (see below and in note 30).
(2) Relates to the management of foreign exchange risk on a portion of the Company’s indirect investment in LSEG.
(3) Investments in entities over which the Company does not have control, joint control or significant influence.
(4) Comprised of fixed-to-fixed cross-currency swaps on indebtedness.
(5) Obligations to pay additional consideration for prior acquisitions, based upon performance measures contractually agreed at the time of purchase.
The receivable from the indemnification arrangement is a level 3 in the fair value measurement hierarchy. The increase in the
receivable between December 31, 2021 and December 31, 2022 primarily reflected additional payments that are expected to be
recovered, offset by fair value losses based on interest rates associated with the indemnifying party’s credit profile and foreign
exchange losses, which are included within (loss) earnings from discontinued operations, net of tax, in the consolidated income
statement.
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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. On December 31, 2022, $22 million of financial
assets at fair value through other comprehensive income was transferred from level 2 to level 3, compared to December 31, 2021,
as the valuation of the related assets was not based on observable market data. In addition, $20 million of activity, primarily
related to new acquisitions, was classified as level 3.
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.
Specific valuation techniques used to value financial instruments include:
• Quoted market prices or dealer quotes for similar instruments;
• The fair value of cross-currency interest rate swaps and foreign exchange contracts are calculated as the present value of the
estimated future cash flows based on observable yield curves;
• The fair value of other receivables considers estimated future cash flows, current market interest rates and non-performance
risk; and
• The fair value of contingent consideration is calculated based on estimates of future revenue performance.
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(1) Included within “Other financial assets”, current or long-term as appropriate, in the consolidated statement of financial position.
(2) Included within “Cash and cash equivalents” in the consolidated statement of financial position.
(3) Included within “Other financial liabilities”, current or long-term as appropriate, in the consolidated statement of financial position.
(4) Included within “Other financial liabilities” long-term in the consolidated statement of financial position.
(1) Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $94 million and $74 million as of December 31, 2022 and 2021, respectively (see note 30).
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The following table presents the movement in provisions for the years ended December 31, 2022 and 2021:
Employee- Facilities-
Related Related Other Total
Balance as of December 31, 2020 46 28 177 251
Charges 56 4 (1) 59
Utilization (60) (3) (14) (77)
Translation and other, net 1 - (33) (32)
Balance as of December 31, 2021 43 29 129 201
Less: short-term provisions 42 4 61 107
Long-term provisions 1 25 68 94
Balance as of December 31, 2021 43 29 129 201
Charges 63 - 3 66
Utilization (55) (3) (13) (71)
Translation and other, net 1 (3) - (2)
Balance as of December 31, 2022 52 23 119 194
Less: short-term provisions 50 3 55 108
Long-term provisions 2 20 64 86
Employee-related
The employee-related provisions consisted of severance.
Facilities-related
Facilities-related provisions include lease retirement obligations, which arise when the Company agrees to restore a leased
property to a specified condition at the completion of the lease period. Lease retirement provisions relate primarily to leases which
expire over the next four years.
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Other
Other includes provisions related to items such as disposed businesses, legal matters and health care.
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The estimated recovery period for the deferred tax balances, which is based on the classification of the underlying items in the
consolidated statement of financial position, is shown below:
December 31,
2022 2021
Deferred tax liabilities
Deferred tax liabilities to be recovered after more than 12 months 1,270 1,555
Deferred tax liabilities to be recovered within 12 months 2 2
Total deferred tax liabilities 1,272 1,557
Deferred tax assets are recognized to the extent that the realization of the related tax benefit through future taxable profits and
the resolution of uncertain tax positions is probable. The ability to realize these deferred tax benefits is dependent on a number of
factors, including the future profitability of operations and the resolution of tax audits in the jurisdictions in which the deferred tax
assets arose.
As of December 31, 2022, the following summarizes the Company’s tax losses, certain deductible temporary differences and other
tax attributes:
Unrecognized
Carry Forward Loss/ Deferred Tax Net Deferred Tax
Tax Attributes Tax Value Assets Assets
Canadian net operating losses 2,191 582 (582) -
Net operating losses – other jurisdictions 1,667 422 (369) 53
Capital losses 513 129 (114) 15
Investment in subsidiaries 305 74 (74) -
Other deductible temporary differences 412 109 (109) -
U.S. state net operating losses(1) n/m 3 (1) 2
Other attributes and credits(2) n/m 174 (68) 106
Total 1,493 (1,317) 176
(1) The aggregation of U.S. state net operating losses is not meaningful due to differing combination and apportionment rules in various states.
(2) As other attributes and credits are calculated on an after-tax basis, there is no carry forward loss amount to disclose.
If not utilized, most of the Canadian tax losses and U.S. state tax losses carried forward will expire between 2023 and 2042.
Approximately $950 million of the tax losses carried forward in other jurisdictions expire between 2034 and 2039, and the
remainder may be carried forward indefinitely.
No deferred tax is recognized on the temporary differences associated with investments in subsidiaries and equity method
investments to the extent that the Company can control the timing and reversal of such differences, or the reversal would not
create a tax liability. These temporary differences are primarily attributable to the undistributed earnings of non-Canadian
subsidiaries, which were $15.8 billion as of December 31, 2022 (2021 - $15.2 billion).
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Common shares of the Company have no par value and the authorized common share capital is an unlimited number of shares.
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 DRIP. Details of dividends declared per common share and
dividends paid on common shares are as follows:
Year ended December 31,
2022 2021
Dividends declared per common share $1.78 $1.62
Dividends declared 861 797
Dividends reinvested (27) (24)
Dividends paid 834 773
Registered holders of common shares may participate in the DRIP, under which cash dividends are automatically reinvested in
new common shares. Common shares are valued at the weighted-average price at which the shares traded on the TSX during the
five trading days immediately preceding the record date for the dividend.
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Decisions regarding any future repurchases will depend on certain factors, such as market conditions, share price, and other
opportunities to invest capital for growth. The Company may elect to suspend or discontinue share repurchases at any time, in
accordance with applicable laws. From time to time when the Company does not possess material nonpublic information about
itself or its securities, it may enter into an automatic share purchase plan with its broker to allow for the repurchase of shares at
times when the Company ordinarily would not be active in the market due to its own internal trading blackout periods, insider
trading rules or otherwise. Any such plans entered into with the Company’s broker will be adopted in accordance with applicable
Canadian securities laws and the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended. The
Company entered into such a plan with its broker on November 30, 2022. As a result, the Company recorded a $718 million
liability in “Other financial liabilities” within current liabilities as of December 31, 2022 with a corresponding amount recorded in
equity in the consolidated statement of financial position (December 31, 2021 – nil).
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Stock Options
The maximum term of an option is 10 years from the grant date. Under the plan, options may be granted by reference to the
Company’s common share price on the NYSE or TSX.
The weighted-average fair value of options granted for the years ended December 31, 2022 and 2021 and principal assumptions
used in applying the Black-Scholes option pricing model were as follows:
2022 2021
Weighted-average fair value ($) 15.69 11.34
Weighted-average of key assumptions:
Share price ($) 102.00 88.78
Exercise price ($) 102.00 88.78
Risk-free interest rate 1.6% 0.8%
Dividend yield 2.4% 2.8%
Volatility factor 21% 21%
Expected life (in years) 5 5
The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions.
The model requires the use of subjective assumptions, including expected stock-price volatility. Historical data has been
considered in setting the assumptions.
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The movement in the number of awards outstanding and their related weighted-average exercise prices are as follows:
Weighted-
Average
Stock Exercise
Options TRSUs PRSUs Total Price($)(1)
Awards outstanding (in thousands):
Outstanding as of December 31, 2020 3,461 2,125 745 6,331 54.06
Granted 513 580 286 1,379 88.78
Exercised (1,311) (940) - (2,251) 44.60
Forfeited (65) (151) (82) (298) 77.67
Outstanding as of December 31, 2021 2,598 1,614 949 5,161 65.11
Exercisable as of December 31, 2021 593 - - 593 56.46
Granted 384 668 321 1,373 102.00
Exercised (893) (736) (395) (2,024) 49.10
Forfeited (181) (156) (77) (414) 85.75
Outstanding as of December 31, 2022 1,908 1,390 798 4,096 78.06
Exercisable as of December 31, 2022 695 - - 695 69.05
(1) Represents the weighted-average exercise price for stock options. TRSUs and PRSUs are excluded as they entitle holders to receive common shares upon vesting
without an associated exercise price.
In 2022, the weighted-average share price at the time of exercise for the awards described above was $106.46 per share
(2021 – $95.33).
Share-based compensation expense for years ended December 31, 2022 and 2021 was as follows:
Stock Options TRSUs PRSUs ESPP Total
December 31, 2022 5 54 23 3 85
December 31, 2021 6 39 26 5 76
Relative to the share-based awards outstanding as of December 31, 2022, the Company expects to pay approximately
$108 million as of December 31, 2022 (2021 - $163 million) to tax authorities for employee withholding tax liabilities when these
awards are exercised in the future.
The following table summarizes additional information relating to stock options outstanding as of December 31, 2022:
Weighted-Average Weighted-Average Weighted-Average
Number Remaining Exercise Price for Exercise Price for
Outstanding Contractual Life Awards Number Exercisable Awards
Range of exercise prices(1) (in thousands) (years) Outstanding (in thousands) Exercisable
35.01 - 40.00 38 5 $39.49 38 $39.49
40.01 - 45.00 50 1 $42.30 50 $42.30
50.01 - 55.00 281 4 $54.36 121 $54.36
60.01 - 65.00 12 6 $63.26 9 $63.26
75.01 - 80.00 834 6 $75.96 401 $75.96
85.01 - 90.00 362 8 $88.87 76 $88.87
100.01 - 105.00 331 9 $102.00 - $102.00
Total 1,908 695
(1) TRSUs and PRSUs are excluded as they entitle holders to receive common shares upon vesting without an associated exercise price.
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Plan amendments
In March 2021, the TTC plan was amended to freeze the plan from future service accruals effective July 1, 2021. This change was
made after consultation with the plan’s Trustees and active members. The TTC plan amendment resulted in a gain of $4 million in
2021 reflecting a reduction of defined benefit obligations. The gain was recognized in “Other operating gains, net” within the
consolidated income statement. The TRGP was frozen from future service accruals effective from January 1, 2023.
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(1) Gains were primarily associated with an increase in discount rates used to measure the obligation.
(2) In 2021, gains in funded plans primarily related to a plan amendment to freeze the TTC plan from future service accruals effective July 1, 2021.
The total closing defined benefit obligation can be further analyzed by participant group and by geography.
The weighted-average duration of plan obligations for the TRGP and TTC in 2022 was 13 years (2021 – 16 years) and 14 years
(2021 – 17 years), respectively.
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Plan assets
The following summarizes activity in plan assets:
(1) Interest income is calculated using the discount rate for the period.
(2) Return on plan assets represents the difference between the actual return on plan assets and the interest income computed using the discount rate.
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In aggregate, the major categories of plan assets for funded plans were as follows:
Quoted(1) Unquoted Total
As of December 31, 2022 2021(2) 2022 2021(2) 2022 2021(2)
Equities(3) 134 202 266 511 400 713
Bonds(4)
Corporate - - 764 1,192 764 1,192
Government - - 349 605 349 605
Other fixed income - - 255 389 255 389
Total Bonds - - 1,368 2,186 1,368 2,186
Multi-asset(5) - - 138 152 138 152
Derivatives - 6 172 352 172 358
Cash and cash equivalents 45 38 175 295 220 333
Other 6 7 33 41 39 48
Total 185 253 2,152 3,537 2,337 3,790
(1) Asset valuation based on Level 1 evidence under the fair value hierarchy: quoted prices (unadjusted) in active markets for identical assets or liabilities.
(2) Amounts have been revised to reflect the current presentation.
(3) Equities include direct shareholdings and funds focused on equity strategies.
(4) Bonds include direct credit holdings and funds focused on fixed income strategies. Within this grouping, Government includes debt issued by national, state and
local government agencies and Other fixed income includes blended Corporate/Government credit strategies.
(5) Multi-asset includes funds that invest in a range of asset classes.
These portfolios are diversified in terms of geographic distribution and market sectors. As of December 31, 2022 and 2021, there
were no Thomson Reuters securities held in the Company’s pension plans’ assets.
Contributions
In 2022 and 2021, the Company contributed $31 million and $38 million, respectively, to its material defined benefit plans.
In 2023, the Company expects to contribute approximately $32 million to its material defined benefit plans, of which $5 million
will be in accordance with the normal funding policy of funded plans and $27 million will be for claims expected to arise under
unfunded and OPEB plans.
From time to time, the Company may elect to make voluntary contributions to improve the funded status of the plans. For certain
plans, the trustees have the right to call for special valuations, which could subsequently result in the Company having to make an
unexpected contribution. Market-related factors may also affect the timing and amount of contributions. The amount and timing
of any future required contributions to pension plans could differ significantly from the Company’s estimates as of December 31,
2022.
Actuarial assumptions
The weighted-average actuarial assumptions were as follows:
Funded Unfunded OPEB
As of December 31, 2022 2021 2022 2021 2022 2021
Discount rate 5.18% 2.60% 5.37% 2.92% 5.30% 2.55%
Inflation assumption 3.13% 2.93% 2.70% 2.72% - -
Rate of increase in salaries - 3.48% - 1.64% - 3.50%
Rate of increase in pension payments 2.96% 3.13% 2.76% 2.77% - -
Medical cost trend - - - - 7.30% 7.10%
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Discount rate
The discount rate was based on current market interest rates of high-quality, fixed-rate debt securities adjusted to reflect the
duration of expected future cash outflows for pension benefit payments. To estimate the discount rate, the Company used a
hypothetical yield curve that represented yields on high quality zero-coupon bonds with durations that mirrored the expected
payment stream of the benefit obligation. For the TRGP and the TTC plans combined, a 0.25% increase or decrease in the
discount rate would have decreased or increased the defined benefit obligation by approximately $78 million as of December 31,
2022.
Mortality assumptions
The mortality assumptions used to assess the defined benefit obligation as of December 31, 2022 are based on the following:
• TRGP: Pri 2012/MP-2021 Generational Table; and
• TTC plan: SAPS S3 Light Tables with allowances for plan demographic specifics and longevity improvements.
The following table illustrates the life expectation in years of an average plan participant retiring at age 65 as of December 31,
2022 and 2021 and a plan participant at age 40 as of December 31, 2022 and 2021 retiring 25 years later at age 65 under the
mortality assumptions used.
December 31, 2022 Life Expectation in Years
Male Female
Employee retiring as of December 31, 2022 at age 65 22 23
Employee age 40 as of December 31, 2022 retiring at age 65 24 25
For the TRGP and the TTC plans combined, an increase in life expectancy of one year across all age groups would have increased
the defined benefit obligation by approximately $54 million as of December 31, 2022.
The sensitivity analyses are based on a change in one assumption while holding all other assumptions constant, so that
interdependencies between assumptions are excluded. The measurement methodology (i.e. present value of the obligation
calculated using the projected unit credit method) applied in the sensitivity analyses is also consistent with that used to determine
the defined benefit obligation in the consolidated statement of financial position.
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(1) Current service cost and administration fees are included in the “Post-employment benefits” component of “Operating expenses” as set out in note 5. Net interest
cost is reported in “Finance costs, net” as set out in note 7.
(2) In 2021, gains in funded plans related to the TTC plan amendment to freeze the plan from future service accruals effective July 1, 2021.
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For the years ended December 31, 2022 and 2021, cash outflows for leases, which include payments of lease principal, interest,
short-term and low value leases, were $76 million and $122 million, respectively. The 2021 amount includes $23 million to exit
technology equipment leases.
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The following table sets forth the Company’s future aggregate undiscounted non-cancellable lease payments over the lease term
as well as its discounted lease liabilities as reported in the consolidated statement of financial position as of December 31, 2022
and 2021:
December 31,
2022 2021
Within 1 year 68 73
Between 1 and 2 years 52 63
Between 2 and 3 years 40 46
Between 3 and 4 years 29 35
Between 4 and 5 years 21 26
Later than 5 years 53 45
Total undiscounted cash flows 263 288
Lease liabilities included in the consolidated statement of financial position
Current 56 64
Non-current 179 197
As of December 31, 2022 and 2021, the Company was committed to leases with future cash outflows totaling $67 million and
$106 million, respectively, which had not yet commenced and therefore are not accounted for as a liability as of December 31,
2022 and 2021, respectively. A liability and corresponding right-of-use asset will be recognized for these leases at the lease
commencement date.
With certain leases, the Company guarantees the restoration of the leased property to a specified condition after completion of
the lease period. The liability associated with these restorations is recorded within “Provisions and other non-current liabilities” in
the consolidated statement of financial position.
Lessor
The Company may act as a sub-lessor to recover costs associated with leased office space it no longer requires for its business.
The net finance lease receivable was $24 million (2021 - $25 million), of which $7 million (2021 - $6 million) was current, as of
December 31, 2022.
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(1) Both periods Include current tax liabilities that were recorded on the LSEG transaction and subsequent sale of LSEG shares (see note 8), for which the tax payments are
included in investing activities.
The Company paid $85 million and $348 million in 2022 and 2021, respectively, related to notices of assessment under the
Diverted Profit Tax regime. Of the amount paid in 2022, $31 million (2021 - $79 million) was paid directly to HMRC and
$54 million (2021 - $269 million) was paid to LSEG under an indemnity arrangement that related to businesses the Company sold
to LSEG. LSEG will remit the payments it received under the indemnity to HMRC on the Company’s behalf. The payments made
directly to HMRC were included as income taxes paid in the consolidated statement of cash flow. The payments made to LSEG
were presented in operating and investing activities from discontinued operations in the consolidated statement of cash flow and
were not included as taxes paid. See note 30.
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Acquisition activity
The number of acquisitions completed, and the related consideration were as follows:
Year ended December 31,
2022 2021
Number of Cash Number of Cash
Transactions Consideration Transactions Consideration
Businesses acquired 2 153 - -
Less: Cash acquired (2) -
Businesses acquired, net of cash 2 151 - -
Investments in businesses 6 28 - 12
Asset acquisitions(1) 1 8 2 3
Deferred and contingent consideration payments - 4 - 3
9 191 2 18
(1) The years ended December 31, 2022 and 2021 included acquisitions of intangible assets. In 2022, $8 million was paid in cash and $5 million was recorded as a
financial liability and in 2021, $2 million was paid in cash and $21 million was recorded primarily as a long-term financial liability.
The following provides a brief description of the most significant acquisition completed during 2022:
Date Company Acquiring Segments Description
April 2022 ThoughtTrace Corporates A business that uses artificial intelligence and machine
learning to read, organize and manage document workflows.
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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 acquisitions completed in 2022, the majority of goodwill is not expected to be deductible for tax
purposes.
Other
The revenues and operating profit of acquired businesses were not material to the Company’s results of operations.
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Because the Company believes that its position is supported by the weight of law, it does not believe that the resolution of this
matter will have a material adverse effect on its financial condition taken as a whole. As the Company expects to receive refunds of
substantially all of the aggregate of amounts paid and potential future payments pursuant to these notices of assessment, it
expects to continue recording substantially all of these payments as non-current receivables from HMRC or the indemnity
counterparty on its financial statements. The Company expects that its existing sources of liquidity will be sufficient to fund any
required additional payments if HMRC issues further notices.
Guarantees
The Company has an investment in 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 June 2022, 3XSQ Associates obtained a $415 million, 3-year term loan facility to refinance existing debt, fund the
building’s redevelopment, and cover interest and operating costs during the redevelopment period. The building is pledged as
loan collateral. 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.
Dispositions
In certain disposition agreements, the Company guarantees to the purchaser the recoverability of certain assets or limits on
certain liabilities, including as in the “Uncertain tax positions” section above. The Company does not believe based upon current
facts and circumstances described that additional payments in connection with these transactions would have a material adverse
impact on the Company’s financial condition taken as a whole.
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Key management personnel are comprised of the Company’s directors and executive officers.
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Acquisition
In January 2023, the Company acquired SurePrep, LLC, a provider of tax automation software and services, for $500 million. The
Company is in the process of allocating the purchase consideration to the assets and liabilities assumed for accounting purposes.
2023 Dividends
In February 2023, the Company announced a 10% or $0.18 per share increase in the annualized dividend to $1.96 per common
share, which was approved by the Company’s board of directors. A quarterly dividend of $0.49 per share will be paid on March 16,
2023 to shareholders of record as of February 23, 2023.
Share Repurchases
From January 1, 2023 through March 1, 2023, the Company repurchased 4.4 million of its common shares for $519 million under
the $2.0 billion share buyback program announced in June 2022. Under this program, the Company has repurchased
approximately $1.8 billion of its common shares.
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Steve Hasker has been President and Chief Executive Officer and a director of Thomson Reuters since March 2020.
Prior to joining Thomson Reuters in February 2020, he was Senior Advisor to TPG Capital, a private equity firm,
from August 2019 to February 2020. Prior to that, he was Chief Executive Officer of CAA Global, a TPG Capital
portfolio company, from January 2018 to August 2019. Steve served as Global President and Chief Operating
Officer of Nielsen Holdings PLC from December 2015 to December 2017 and prior to that served as Nielsen’s
President, Global Products from November 2009 to January 2014. Steve spent more than a decade with
McKinsey & Company as a partner in the Global Media, Entertainment and Information practice from 1998 to 2009.
Before joining McKinsey, Steve spent five years in several financial roles in the United States and other countries.
Steve started his career with PwC, where he qualified as a chartered accountant. Steve has an undergraduate
economics degree from the University of Melbourne and received an MBA and master’s in international affairs from
Columbia University. Steve is also a non-executive director of Appen Limited. He is a member of the Australia and
New Zealand Institute of Chartered Accountants. Steve is based in Toronto, Ontario, Canada.
Michael Eastwood has been Chief Financial Officer of Thomson Reuters since March 2020. Mike joined Thomson
in 1998 and has had several senior finance roles. Mike was previously Senior Vice President and Head of Corporate
Finance from January 2016 to March 2020. Prior to that, he was Chief Operations Officer for Thomson Reuters
Latin America from April 2014 to December 2015. Mike was also previously Chief Financial Officer of the
company’s former Intellectual Property & Science business (which was sold in 2016). Mike received a BSA in
Accounting from East Carolina University and an MBA from the University of North Carolina. Mike is based in
Toronto, Ontario, Canada.
Brian Peccarelli has been Chief Operating Officer, Customer Markets since June 2018, was President, Corporates
from July 2022 to March 2023 and plans to leave Thomson Reuters on April 3, 2023. Prior to June 2018, Brian was
President of the Tax & Accounting business for seven years. Prior to February 2011, Brian was President of
Workflow & Service Solutions within the Tax & Accounting business for seven years. Brian joined Thomson in 1984
and has held a number of other key leadership positions within the organization, including Vice President of the
Corporate Services Market and General Manager for RIA Compliance. He is also a certified public accountant and a
lawyer. He received a JD from Hamline University School of Law, a BA in accounting and business administration
from Carthage College and an MBA from Southern Methodist University. Brian is based in Carrollton, Texas, United
States.
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Kirsty Roth has been Chief Operations and Technology Officer since August 2020. Prior to joining Thomson
Reuters, Kirsty was Global Head of Operations and a Group General Manager for HSBC from May 2016 to August
2020. Before that, Kirsty was Chief Operating Officer for Finance, Operations and IT at Credit Suisse from 2011 to
2016 and a Consulting Partner with Deloitte from 2001 to 2011. Kirsty received a bachelor’s degree in Chemistry
from the University of Bristol. Kirsty is based in Zug, Switzerland.
David Wong has been Chief Product Officer since July 2020. Prior to joining Thomson Reuters, David worked at
Facebook as Product Management Lead from January 2019 to June 2020 and Product Manager from February
2018 to January 2019. David served as SVP of Product Leadership of Nielsen Holdings PLC from November 2014
to February 2018 and prior to that, served as Nielsen’s VP of Product Leadership from May 2011 to November
2014. David was also a consultant at McKinsey & Company from August 2006 to March 2011. He holds a degree in
Engineering Science from the University of Toronto, where he specialized in applied physics and electrical
engineering. David resides in Toronto, Ontario, Canada.
Paul Fischer has been President, Legal Professionals since June 2021 after serving as Interim President, Legal
Professionals since June 2020. Prior to that, Paul was the Chief Financial Officer, Legal Professionals from
December 2011 to June 2020. Prior to that, he held a number of other key leadership positions within the
organization including Chief Financial Officer, US Law Firms and VP Finance, Business of Law. He holds a BS
degree in Accounting from the University of South Dakota. Paul resides in Inver Grove Heights, Minnesota, United
States.
Elizabeth Beastrom has been President, Tax & Accounting Professionals since March 2021. Prior to that,
Elizabeth was President, Global Print from July 2018 through March 2021. From April 2018 through July 2018,
Elizabeth led the FindLaw business as Managing Director. Prior to that, she was Chief Financial Officer, Vice
President of Finance – Large and Medium Law Firms, Corporate Counsel and Legal Managed Services from
August 2013 to April 2018. Prior to joining Thomson Reuters in December 2004, she was Finance Director at
Valspar. She holds a bachelor’s degree in accounting from the University of Minnesota Carlson School of
Management. Elizabeth resides in Eden Prairie, Minnesota, United States.
Laura A. Clayton (professionally known as Laura Clayton McDonnell) has been President, Corporates since
March 2023. Prior to joining Thomson Reuters in March 2023, Laura was Senior Vice President, Sales – East,
Canada and Latin America from January 2019 through February 2023 at ServiceNow, Inc., a cloud computing
platform that helps companies manage digital workflows for enterprise operations. From November 2015 through
December 2018, Laura was a Vice President at Microsoft Corporation, leading a team of industry sales, technical
and business professionals in the New York area. Prior to that, she was Senior Vice President, North America Sales
at Aspect Software from May 2014 through October 2015. From 2003 through 2014, Laura served in a number of
positions at IBM, with her last role as Vice President, Strategic Services. She currently serves on the public board
of directors of Zuora, Inc. a cloud-based subscription management platform provider. Laura holds a bachelor’s
degree with honors in international business from San Jose State University and a JD and MBA in international
business and finance from the University of California at Berkeley. She is licensed to practice law in the State of
California and the District of Columbia. Laura resides in New York, New York, United States.
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Paul Bascobert has been President of Reuters News since September 2022. Prior to joining Thomson Reuters in
September 2022, he was the CEO of Blue Ocean Acquisition Corp, a special purpose acquisition company focused
on media, marketplace and tech platform businesses from April 2021 to September 2022. Prior to that, he was
CEO of Gannett Co., Inc from August 2019 to July 2020. Paul served as President of XO Group, a U.S. based
media and technology company from September 2016 to May 2019 and prior to that served as President of Yodle
Inc. from May 2014 to September 2016. Paul also served as President of Bloomberg Businessweek and Head of
Business Operations for the newly created Bloomberg Media Group from December 2009 to May 2014, as well as
Senior Vice President of Operations and then Chief Marketing Officer at Dow Jones from January 2006 to
December 2009. Paul has a degree in electrical engineering from Kettering University and an M.B.A. in Finance
from the Wharton School of the University of Pennsylvania and is a member of the Council on Foreign Relations.
Paul resides in New York, New York, United States.
Mary Alice Vuicic has been Chief People Officer since November 2017. Previously, Mary Alice served as the Global
Chief Human Resources Officer for L Brands, a portfolio of retail brands, from October 2015 to October 2017.
Before that, Mary Alice was Executive Vice President, Human Resources & Labour Relations at Loblaw Companies
Ltd. from March 2014 to May 2015 and she was Chief Administrative Officer & Executive Vice President at
Shoppers Drug Mart from January 2007 to March 2014 prior to its acquisition by Loblaw Companies Ltd. Mary
Alice has also held senior executive roles at Walmart Canada. Mary Alice is a Trustee on the Thomson Reuters
Foundation Board and is an Advisory Board Member on the Good Jobs Institute. She has also served as a director
of the Business Development Bank of Canada where she chaired the Human Resources Committee for eight
years. She has a BA degree from the University of Windsor and completed the Advanced Management Program at
Harvard Business School. Mary Alice resides in Toronto, Ontario, Canada.
Thomas Kim has been Chief Legal Officer & Company Secretary since August 2019. From January 2019 to August
2019, he was General Manager, Global Separation Execution, leading the overall separation of Refinitiv from
Thomson Reuters. From January 2017 to December 2018, he was Managing Director of Thomson Reuters’
businesses in China. From April 2014 to December 2016, he was Thomson Reuters’ Chief Compliance Officer and
General Counsel, Global Growth & Operations. Thomas has also held several other legal executive roles within the
organization, including as a business unit general counsel. Before joining Reuters in 1999, Thomas practiced law
at Baker & McKenzie and Hancock, Rothert & Bunshoft (now Duane Morris) in San Francisco. Thomas obtained
undergraduate and law degrees from Stanford University. Thomas is based in Toronto, Ontario, Canada.
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Directors
The names, municipalities and countries of residence, offices and principal occupations of our directors as of March 1, 2023 are
shown below. Each director has been a director since the year indicated below. All of our directors have been engaged for more
than five years in their present principal occupations or in other capacities within Thomson Reuters, except where noted below.
Each director will continue to hold office until the next annual meeting of our shareholders (scheduled to be held on June 14,
2023) or until the director resigns or a successor is elected or appointed.
All of our directors were elected at our 2022 annual meeting of shareholders.
Committee Memberships
Corporate Human Director
Name Age Audit Governance Resources Risk Since
David Thomson, Chairman 65 1988
Steve Hasker 53 2020
Kirk E. Arnold 63 • • Chair 2020
David W. Binet, Deputy Chairman 65 • • • 2013
W. Edmund Clark, C.M. 75 • Chair 2015
LaVerne Council 61 • • 2022
Michael E. Daniels 68 • Chair • • 2014
Kirk Koenigsbauer 55 • • 2020
Deanna Oppenheimer 64 • • 2020
Simon Paris 53 • • • 2020
Kim M. Rivera 54 • • 2019
Barry Salzberg 69 Chair • • 2015
Peter J. Thomson 57 • 1995
Beth Wilson 54 • • 2022
David Thomson is Chairman of Thomson Reuters. He is also a Chairman of Woodbridge, the Thomson family
investment company, and Chairman of The Globe and Mail Inc., a Canadian media company. David is an active
private investor with a focus on real estate and serves on the boards of several private companies. David has an
MA from Cambridge. David resides in Toronto, Ontario, Canada.
Steve Hasker has been President and Chief Executive Officer and a director of Thomson Reuters since March
2020. Prior to joining Thomson Reuters in February 2020, he was Senior Adviser to TPG Capital, a private equity
firm, from August 2019 to February 2020. Prior to that, he was Chief Executive Officer of CAA Global, a TPG
Capital portfolio company, from January 2018 to August 2019. Steve served as Global President and Chief
Operating Officer of Nielsen Holdings PLC from December 2015 to December 2017 and prior to that served as
Nielsen’s President, Global Products from November 2009 to January 2014. Steve spent more than a decade with
McKinsey & Company as a partner in the Global Media, Entertainment and Information practice from 1998 to
2009. Before joining McKinsey, Steve spent five years in several financial roles in the United States and other
countries. Steve started his career with PwC, where he qualified as a chartered accountant. Steve has an
undergraduate economics degree from the University of Melbourne and received an MBA and master’s in
international affairs from Columbia University. Steve is also a non-executive director of Appen Limited. He is a
member of the Australia and New Zealand Institute of Chartered Accountants. Steve is based in Toronto, Ontario,
Canada.
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Kirk E. Arnold has been Executive-in-Residence at General Catalyst Ventures since 2018, where she works with
management teams to help scale and drive growth by providing mentorship, operational and strategic support.
She was previously Chief Executive Officer of Data Intensity, LLC, a cloud-based data, applications and analytics
managed service provider, from 2013 to 2017. Prior to that, Kirk was Chief Operating Officer of Avid, a technology
provider in the media industry, and Chief Executive Officer and President of Keane, Inc., then a publicly traded
global services provider. She has also held senior leadership roles at Computer Sciences Corp., Fidelity
Investments and IBM. In addition, she was founder and Chief Executive Officer of NerveWire, a management
consulting and systems integration provider. She is a non-executive director of IngersollRand plc and Trane
Technologies. Kirk also serves on the boards of several private companies. In addition, she is a Senior Lecturer at
MIT Sloan School of Management and an advisor to the Center for MIT Entrepreneurship. Kirk received a
bachelor’s degree from Dartmouth College. Kirk resides in Kennebunk, Maine, United States.
David W. Binet is Deputy Chairman of Thomson Reuters. He is also President and Chief Executive Officer and a
director of Woodbridge, the Thomson family investment company. Prior to 2013, he held a number of senior
positions at Woodbridge between 1999 and 2012, including Chief Operating Officer. David is a director of The
Globe and Mail Inc., a Canadian media company and of a number of other companies in which Woodbridge is
invested. David served as Chairman of the Thomson Reuters Foundation from October 1, 2009 through March 14,
2020. Prior to joining Woodbridge in 1999, he was a partner at a major law firm. David has a law degree from
McGill University, a BA from Queen’s University and a graduate degree in journalism from Northwestern
University. David resides in Toronto, Ontario, Canada.
W. Edmund Clark, C.M. is a corporate director. Ed served as Group President and Chief Executive Officer of TD
Bank Group from 2002 until his retirement in 2014. Ed was inducted as a Companion of the Canadian Order of
the Business Hall of Fame in 2016. In 2014, Ed was elected to the Board of Trustees of the Brookings Institute. He
is also Chair of the Vector Institute for Artificial Intelligence. He is also a non-executive director of Spin Master
Corp. Ed has a BA from the University of Toronto, and an MA and Doctorate in Economics from Harvard University.
Ed has also received honorary degrees from Mount Allison University, Queen’s University, Western University and
the University of Toronto. In 2010, he was made an Officer of the Order of Canada, one of the country’s highest
distinctions. Ed resides in Toronto, Ontario, Canada.
LaVerne Council is the Chief Executive Officer of Emerald One, LLC, an information technology consulting
company focused on helping businesses develop innovative methodologies for driving change and
transformation. She was the National Managing Principal, Enterprise Technology Strategy & Innovation, for Grant
Thornton LLP from 2017 to 2019 and served as the Senior Vice President and General Manager for MITRE
Corporation in 2017. LaVerne was Assistant Secretary for the Office of Information & Technology and Chief
Information Officer for the United States Department of Veterans Affairs from 2015 to 2017. She was the Chief
Executive Officer of Council Advisory Services, LLC from 2012 through 2015. LaVerne has also held significant
corporate leadership roles focused on supply chain, IT centralization and integration. She served as the Corporate
Vice President and Global Chief Information Officer for Johnson & Johnson from 2006 through 2011. Before that,
she served in several roles of increasing responsibility at DELL, Inc. from 2000 to 2006, including as the Global
Vice President, Information Technology, Global Business Solutions, and Development Services. She is also a
non-executive director of CONMED Corporation and Concentrix Corporation. She received her Master of Business
Administration from Illinois State University and her Bachelor of Business Administration in Computer Science
from Western Illinois University. LaVerne also holds an honorary Doctorate of Business Administration from Drexel
University. LaVerne resides in Great Falls, Virginia, United States.
Michael E. Daniels is a corporate director. In 2013, Mike retired as Senior Vice President and Group Executive IBM
Services after 36 years with the company where he directed IBM’s consulting, systems integration, application
management, cloud computing and outsourcing services around the globe. Mike also held a number of senior
leadership positions in his career at IBM, including General Manager of Sales and Distribution Operations of the
Americas as well as leading Global Services in the Asia Pacific region. He is also a non-executive director of SS&C
Technologies Holdings, Inc. and Johnson Controls International plc. Corporation. Mike has a bachelor’s degree in
political science from Holy Cross College. Mike resides in Hilton Head, South Carolina, United States.
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Kirk Koenigsbauer has been Chief Operating Officer & Corporate Vice President, Experiences and Devices
Group at Microsoft Corporation since February 2020. From December 2016 to February 2020, he was Corporate
Vice President, Microsoft 365 and from July 2012 to November 2016, he was Corporate Vice President, Office Apps
Engineering, at Microsoft. Prior to that, he was Corporate Vice President, Office Product Management at Microsoft
from June 2002 to July 2012. Kirk worked at Amazon.com from 1998 to 2001 where he held the roles of General
Manager, Software & Video Games Stores and Director of Product Management, Auctions. Kirk also worked at
Microsoft from 1992 to 1998 and as a consultant at Accenture from 1989 to 1991. Kirk has a bachelor’s degree
from Colby College. Kirk resides in Seattle, Washington, United States.
Deanna Oppenheimer is the founder of CameoWorks, LLC, a global firm that advises leaders of early stage
companies and consultancies. Deanna founded CameoWorks in 2012. From 2005 to 2011, she served in a number
of roles at Barclays PLC, first as chief executive of UK Retail and Business Banking and then as vice chair of Global
Retail Banking. From 1985 to 2005, Deanna served in a number of positions at Washington Mutual, Inc., with her
last role as president of Consumer Banking. She is also the chair of the board of directors of Hargreaves Lansdown
plc, non-excutive chair of the board of directors of InterContinental Hotels Group PLC and a non-excutive director
of Slalom and is the founder of BoardReady, a not-for-profit, collective group of diverse senior leaders dedicated
to increasing corporate and board diversity. Deanna received a BA from the University of Puget Sound. Deanna
resides in Seattle, Washington, United States.
Simon Paris is Chief Executive Officer of Finastra, a global financial technology (fintech) provider. He joined
Finastra (previously Misys) as president in 2015 and also served as its Chief Sales Officer, before being appointed
Deputy CEO in 2017 and CEO in 2018. Simon previously worked at SAP from 2007 to 2015, where he held a
number of senior leadership positions. Simon was also previously a senior consultant with McKinsey & Company.
He currently chairs the World Trade Board, an organization initiated by Finastra that is made up of global leaders,
innovative thinkers, industry influencers and subject matter experts from the different corners of trade, finance
and commerce. He is also a member of the board of directors of Everbridge, Inc. Simon holds a BA from the
European Business School and an MBA from INSEAD. Simon resides in London, United Kingdom.
Kim M. Rivera is the Chief Legal and Business Affairs Officer of One Trust, LLC, a privacy, security and governance
management software company. She was Special Advisor to the CEO of HP Inc. from February 2021 through
December 2021. Prior to that, Kim was President, Strategy and Business Management and Chief Legal Officer at
HP Inc. from January 2019 through January 2021. As President, Strategy and Business Management, she led
corporate strategy and development, customer support, indirect procurement, real estate and workplace
functions. In addition, Kim managed HP Inc.’s worldwide legal organization, including all aspects of legal and
governmental affairs, brand security, compliance and ethics. She served as Chief Legal Officer and General
Counsel of HP Inc. from November 2015 to January 2019. Prior to joining HP Inc., Kim was the Chief Legal Officer
and Corporate Secretary for DaVita HealthCare Partners where she was employed from 2010 to 2015. Prior to
that, she served as the Chief Compliance Officer and Head of International Legal Services at The Clorox Company
and Chief Litigation Counsel for Rockwell Automation, as well as General Counsel for its Automation Controls and
Information Group. She is also a member of the board of directors of Cano Health Inc. Kim has a bachelor’s degree
from Duke University and a Juris Doctor degree from Harvard Law School. Kim resides in Woodside, California,
United States.
Barry Salzberg is a corporate director. Barry served as the Global Chief Executive Officer of Deloitte Touche
Tohmatsu Limited from 2011 until his retirement in 2015. He joined Deloitte in 1977 and his roles included Chief
Executive Officer and Managing Partner of the firm’s U.S. operations. Barry is Chairman of the Board of Directors
of 10EQS and has previously served as a Board member of New Profit, Inc. and previously served as Chairman of
the United Way Worldwide, Chairman of the Board of College Summit and Chairman of the Board of the YMCA of
Greater New York. From July 2015 until June 2018, he was a Professor at Columbia Business School. Barry has a
BS in Accounting from Brooklyn College, a JD from Brooklyn Law School, and an LLM in Taxation from the New
York University School of Law. Barry resides in New York, New York, United States.
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Peter J. Thomson is a Chairman of Woodbridge, the Thomson family investment company. Peter is an active
private equity investor and serves on the boards of several private companies. Peter has a BA from the University
of Western Ontario. Peter resides in Toronto, Ontario, Canada.
Beth Wilson has been Vice-Chair of the Chartered Professional Accountants of Canada since October 2021. She is
the former Chief Executive Officer of Dentons Canada LLP and was a member of the global leadership team,
serving on the Global Board and Global Management Committee from July 2017 to January 2022. Prior to this
role, Beth was an audit partner at KPMG from 2000 to 2016 and served as Managing Partner at KPMG in the
Greater Toronto Area from 2009 to 2016. Between 2005 and 2016, she also served as a member of KPMG’s
Management Committee in various leadership positions, including Canadian Managing Partner Community
Leadership, Canadian Managing Partner Regions and Enterprise with responsibility for 24 regional offices across
Canada, and Chief Human Resources Officer. Beth is currently a trustee at The Hospital for Sick Children, and a
director at Woodgreen Foundation, and Traferox Technologies Inc. She is also a non-executive director at IGM
Financial Inc. and Power Corporation of Canada. Beth has a BComm from the University of Toronto and is a CPA.
Beth resides in Toronto, Ontario, Canada.
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Audit Committee
The Audit Committee comprises Barry Salzberg (Chair), LaVerne Council, Michael E. Daniels, Deanna Oppenheimer, Simon Paris,
Kim M. Rivera and Beth Wilson. The Audit Committee is comprised entirely of independent directors. All members of the Audit
Committee are financially literate in accordance with applicable Canadian and U.S. securities rules. Barry Salzberg and Beth
Wilson each qualify as an “audit committee financial expert” (within the meaning of applicable SEC rules) and meet applicable
tests for accounting or related financial management expertise within the meaning of NYSE listing standards. Biographies for
each member of our Audit Committee are included earlier in this section of the annual report.
The following is a brief summary of the education and experience of each member of the Audit Committee that is relevant to the
performance of his or her responsibilities, including any education or experience that has provided the member with an
understanding of the accounting principles we use to prepare our financial statements.
Barry Salzberg (Chair) • Former Global Chief Executive Officer of Deloitte Touche Tohmatsu Limited
• Former Professor at Columbia Business School
• Degree in accounting from Brooklyn College, a JD from Brooklyn Law School and an LLM in tax from the New York
University
Deanna Oppenheimer • Former Vice Chair of Global Retail Banking of Barclays PLC
• Former President of Consumer Banking of Washington Mutual, Inc.
• Former member of AXA Global Insurance audit committee
• Former member of NCR Corporation audit committee
Kim M. Rivera • Chief Legal and Business Affairs Officer of One Trust, LLC
• Former President, Strategy and Business Management and Chief Legal Officer of HP Inc.
• Supported audit committees of two publicly-traded Fortune 500 companies
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The following are descriptions of fees for services rendered by PricewaterhouseCoopers LLP in 2022 and 2021.
Audit Fees
These audit fees were for professional services rendered for the audits of consolidated financial statements, reviews of interim
financial statements included in periodic reports, audits related to internal control over financial reporting, statutory audits and
services that generally only the independent auditor can reasonably provide, such as comfort letters and consents. These services
included French translations of our financial statements, MD&A and financial information included in our interim and annual
filings and prospectuses and other offering documents.
Audit-related Fees
These audit-related fees were for assurance and related services that are reasonably related to the performance of the audit or
review of the financial statements and are not reported under the “audit fees” category above. These services included transaction
due diligence, system pre-post implementation reviews, other attestation engagements, licensing of technical research material,
audits of various employee benefit plans and agreed-upon procedures principally related to executive compensation reporting.
Tax Fees
Tax fees were for tax compliance, tax advice and tax planning. These services included the preparation and review of corporate tax
returns, assistance with tax audits and transfer pricing matters, advisory services relating to federal, state, provincial and
international tax compliance, and restructurings, mergers and acquisitions and divestitures.
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Woodbridge
As of March 1, 2023, Woodbridge beneficially owned approximately 69% of our common shares and is the principal and
controlling shareholder of Thomson Reuters.
Woodbridge, a private company, is the primary investment vehicle for members of the family of the late Roy H. Thomson, the first
Lord Thomson of Fleet. Woodbridge is a professionally managed company that, in addition to its controlling interest in Thomson
Reuters, has other substantial investments.
Prior to his passing in 2006, Kenneth R. Thomson controlled our company through Woodbridge. He did so by holding shares of a
holding company of Woodbridge, Thomson Investments Limited. Under his estate arrangements, the 2003 TIL Settlement, a trust
of which the trust company subsidiary of a Canadian chartered bank is trustee and members of the family of the late first Lord
Thomson of Fleet are beneficiaries, holds those holding company shares. Kenneth R. Thomson established these arrangements to
provide for long-term stability of the business of Woodbridge. The equity of Woodbridge continues to be owned by members of
successive generations of the family of the first Lord Thomson of Fleet.
Under the estate arrangements of Kenneth R. Thomson, the directors and officers of Woodbridge are responsible for its business
and operations. In certain limited circumstances, including very substantial dispositions of Thomson Reuters Corporation common
shares by Woodbridge, the estate arrangements provide for approval of the trustee to be obtained.
Woodbridge’s primary investment is its holding of our shares. It actively monitors our company as a controlling shareholder. In its
involvement with our company, Woodbridge focuses on these matters:
• Corporate governance, including the effectiveness of our Board;
• Appointment of the Chief Executive Officer and other members of senior management and related succession planning;
• Development of the long-term business strategy of Thomson Reuters and assessment of its implementation; and
• Capital strategy.
With its substantial equity investment in our company, Woodbridge considers that its interests as a Thomson Reuters shareholder
are aligned with those of all other shareholders.
Controlled Company
Our company is a “controlled company” as a result of Woodbridge’s ownership.
Thomson Reuters’ corporate governance practices include the following, which we believe are best practices for a Canadian
public company with a controlling shareholder:
• No members of the day-to-day Thomson Reuters executive leadership team are related to, or otherwise affiliated with,
Woodbridge.
• Woodbridge beneficially owns common shares that have one vote per share. Thomson Reuters has not issued a separate
class of shares to Woodbridge with super-voting rights.
• The Thomson Reuters Board of Directors is comprised of a majority of independent directors and the number of directors
affiliated with Woodbridge is lower than the proportion of common shares controlled by it. Woodbridge’s beneficial
ownership as of March 1, 2023 was approximately 69% of our common shares and its representatives on the Thomson
Reuters Board comprise approximately 29% of our directors.
• As David Thomson is the Chairman of the Board, we have a separate Lead Independent Director.
• As part of each Board meeting, the independent directors meet separately without management or Woodbridge-affiliated
directors present.
• All committees are comprised of a majority of independent directors (other than the Audit Committee, which is 100%
independent directors).
• The Board has an effective and transparent process to deal with related party transactions or conflicts of interest between
Thomson Reuters and Woodbridge or directors affiliated with Woodbridge. The Corporate Governance Committee of our
Board utilizes a policy for considering related party transactions that may take place between our company and Woodbridge,
with any committee members related to Woodbridge abstaining from voting. In addition, any transactions between
Woodbridge and our company are subject to public disclosure and other requirements under applicable Canadian securities
laws.
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The NYSE corporate governance listing standards require a listed company to have, among other things, solely independent
directors on its compensation committee and nominating/corporate governance committee. A “controlled company” (as defined
by the NYSE) is a company of which more than 50% of the voting power is held by an individual, group or another company and is
exempt from these requirements.
Supplemental guidelines issued by the Canadian Coalition for Good Governance (CCGG) address controlled companies. A
“controlled company” (as defined by CCGG) includes corporations with a controlling shareholder who controls a sufficient number
of shares to be able to elect the board of directors or to direct the management or policies of the corporation.
While a majority of members of each of the Corporate Governance Committee and the HR Committee of our company are
independent, the Board believes it is appropriate for David Binet, Ed Clark and Peter Thomson, who are not considered to be
independent under applicable rules because of their affiliation with Woodbridge, to serve on these committees and has approved
our reliance on the NYSE’s controlled company exemption to do so. CCGG has stated that it believes it is appropriate for directors
who are related to the controlling shareholder to sit on these committees to bring the knowledge and perspective of the
controlling shareholder to executive compensation, appointments and board nominations.
No directors affiliated with Woodbridge serve on our Audit Committee, which is required to have solely independent directors.
A majority of members of the Risk Committee are also independent.
Independent Directors
A majority of the Board is independent. Under the corporate governance guidelines adopted by the Board, a director is not
considered independent unless the Board affirmatively determines that the director has no “material relationship” with Thomson
Reuters. In determining the independence of directors, the Board considers all relevant facts and circumstances. In March 2023,
the Board conducted its annual assessment of the independence of its members and determined that 9 of the 14 current directors
(approximately 64%) serving on the Board were independent. In determining independence, the Board examined and relied on
the applicable definitions of “independent” in the NYSE listing standards and Canadian Securities Administrators’ National
Instrument 58-101. The Board’s determination of independence was also based on responses to questionnaires completed by
directors.
In order for the Board to function independently from management:
• The roles and responsibilities of the Chairman (David Thomson) and the CEO (Steve Hasker) are separate;
• We have a Lead Independent Director (Michael E. Daniels); and
• The Audit Committee is comprised entirely of independent directors (as required by applicable law) and the Corporate
Governance Committee, Human Resources Committee and Risk Committee each have a majority of independent directors.
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Director Independence
Name of Director Nominee Management Independent Not Independent Reason for Non-Independence
David Thomson ✓ A Chairman of Woodbridge
Steve Hasker ✓ ✓ President & Chief Executive Officer of Thomson Reuters
Kirk E. Arnold ✓
David W. Binet ✓ President of Woodbridge
W. Edmund Clark, C.M. ✓ Advisor to the trustee of the 2003 TIL Settlement and
Woodbridge
LaVerne Council ✓
Michael E. Daniels ✓
Kirk Koenigsbauer ✓
Deanna Oppenheimer ✓
Simon Paris ✓
Kim M. Rivera ✓
Barry Salzberg ✓
Peter J. Thomson ✓ A Chairman of Woodbridge
Beth Wilson ✓
Total 1 9 5
David Thomson, David Binet, Ed Clark and Peter Thomson are not members of Thomson Reuters executive management team.
With its substantial equity investment in Thomson Reuters, Woodbridge considers that its interests as a shareholder are aligned
with those of all other shareholders.
In determining the independence of directors, the Board also considers that in the normal course of business, we provide services
to, and receive services from, companies with which some of the independent directors are affiliated. Based on the specific facts
and circumstances, the Board determined in March 2023 that these relationships were immaterial.
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Additional Disclosures
Additional information regarding the members of our Board of Directors, including our corporate governance and compensation
practices, will be provided in our management proxy circular, which is being prepared in connection with our upcoming annual
meeting of shareholders to be held on June 14, 2023. Each Board committee has a written charter which is publicly available at
www.tr.com. The Audit Committee’s charter has been filed on SEDAR and EDGAR and is incorporated by reference in, and forms
a part of, this annual report.
As of March 1, 2023, our executive officers and directors as a group beneficially owned, directly or indirectly, or exercised control or
direction over, less than 1% of our outstanding common shares, based on the issued and outstanding shares of our company as of
that date. David Thomson and Peter Thomson are the Chairmen, and David Binet is the President, of Woodbridge, our controlling
shareholder. As of March 1, 2023, Woodbridge beneficially owned approximately 69% of our common shares. David Thomson and
Peter Thomson are substantial shareholders of our company as members of the family that owns the equity of Woodbridge.
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Additional Information
Thomson Reuters Corporation was incorporated under the Business Corporations Act (Ontario) by articles of incorporation dated
December 28, 1977. Our company amalgamated with one of its wholly owned subsidiaries on March 10, 2010. On October 1, 2018,
articles of amendment were filed to make certain amendments to our articles of amalgamation related to the Trust Principles and
the consent rights of the Thomson Reuters Founders Share Company. Our registered office and principal executive office is
located at 333 Bay Street, Suite 300, Toronto, Ontario M5H 2R2, Canada. Prior to April 17, 2008, Thomson Reuters Corporation
was known as The Thomson Corporation.
Common Shares
Each common share entitles its holder to receive notice of, to attend and to vote at all meetings of our shareholders (except for
meetings of holders of a particular class or series of shares other than the common shares required by applicable laws to be held
as a separate class or series meeting). Each common share also entitles its holder to receive dividends when declared by our
Board of Directors, subject to the rights of holders of the preference shares. All dividends declared by our Board of Directors are
paid equally on all common shares. Holders of common shares will participate equally in any distribution of our assets upon
liquidation, dissolution or winding-up, subject to the rights of the holders of the preference shares. There are no preemptive,
redemption, purchase or conversion rights attaching to our common shares.
We have also issued Depositary Interests (DIs) as an alternative way to hold our common shares. DIs are designed to facilitate the
transfer and settlement of our shares in the U.K. when they are traded in the secondary market. Each DI represents one common
share. The holder of DIs has beneficial ownership of the underlying common shares. The administrator of our DI program holds
legal title to the common shares and holds the shares on behalf of and for the benefit of the DI holder. Holders of DIs have the
same voting rights and receive the same dividends as other common shareholders.
Preference Shares
Our preference shares may be issued in one or more series as determined by our Board of Directors. Our Board of Directors is
authorized to fix the number, the consideration per share and the rights and restrictions of the preference shares of each series.
The preference shares of each series are to rank on a parity with the preference shares of each other series with respect to the
payments of dividends and the return of capital on our liquidation, dissolution or winding-up. The preference shares are entitled to
preference over the common shares and any other shares ranking junior to the preference shares with respect to the payment of
dividends and the return of capital. The special rights and restrictions attaching to the preference shares as a class may not be
amended without approval of at least two-thirds of the votes cast at a meeting of the holders of preference shares. The holders of
preference shares are not entitled to any voting rights except as provided by our Board of Directors when authorizing a series or as
provided by law. Our Series II preference shares are non-voting and are redeemable at our option for C$25.00 per share, together
with accrued dividends. Dividends are payable quarterly at an annual rate of 70% of the Canadian bank prime rate applied to the
stated capital of the shares.
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Share Prices
The following table provides information regarding the price history of our common shares and Series II preference shares for the
periods indicated.
Common Shares (C$) Common Shares (US$) Preference Shares (C$)
Trading Trading Trading
High Low Closing Volume High Low Closing Volume High Low Closing Volume
2022
January 151.27 131.67 136.46 8,400,295 119.62 103.27 107.36 9,137,400 17.52 15.53 16.74 48,436
February 137.16 125.39 128.16 9,028,168 108.38 98.37 101.05 11,231,521 16.98 16.25 16.25 26,958
March 136.90 129.94 135.73 9,633,678 109.10 102.00 108.85 9,368,485 16.50 15.99 16.20 34,686
April 136.90 128.44 128.44 5,572,620 109.06 99.96 99.96 6,241,841 16.19 15.29 15.29 314,696
May 128.44 120.35 125.19 8,875,503 99.96 92.58 99.04 13,893,963 15.53 14.28 14.28 16,050
June 134.37 124.19 134.19 10,454,973 104.31 96.32 104.21 10,843,681 14.75 13.86 13.87 35,681
July 143.79 132.12 143.79 8,069,385 112.28 103.61 112.28 10,158,564 13.87 13.35 13.60 39,324
August 150.30 142.79 144.62 9,019,076 116.82 109.90 110.02 10,426,180 14.38 13.36 13.70 19,150
September 149.13 141.71 141.80 8,079,340 114.77 102.62 102.62 8,328,888 14.06 13.68 13.86 46,180
October 145.99 137.45 144.89 7,330,762 107.22 98.98 106.28 8,562,494 14.08 13.40 13.55 32,810
November 158.39 140.12 158.39 10,523,195 117.72 102.30 117.72 14,170,916 13.49 12.90 13.05 51,158
December 158.69 152.21 154.46 7,630,315 117.84 111.68 114.07 9,739,236 13.55 12.90 13.25 77,646
2023
January 158.99 154.46 158.28 7,531,810 118.97 114.07 118.97 9,287,637 13.85 13.15 13.74 179,303
February 167.74 154.81 165.26 7,417,587 125.26 114.96 121.03 11,138,232 14.00 13.50 14.00 102,383
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Thomson Reuters Annual Report 2022
Dividends
Our company and our predecessor companies have paid dividends for over 30 years and we view dividends as a critical component
of shareholder return.
Any dividends that we declare on our shares take into account all factors that our Board considers relevant, including our available
cash flow, financial condition and capital requirements. Our target dividend payout ratio is 50% to 60% of annual free cash flow
over the long term.
Our Board reviews our dividend policy each fiscal year. In February 2023, we announced that our Board approved a 10% increase
to our annualized dividend rate by $0.18 cents to $1.96 per share (or $0.045 per share on a quarterly basis), effective with our
dividend to be paid on March 16, 2023 to common shareholders of record as of February 23, 2023. The declaration of dividends by
our Board and the amount of those dividends is at the discretion of the Board.
The following graph shows our annualized dividends per common share for the periods indicated.
The following table provides information regarding the default currencies for our dividend payments, as well as other currency
options that were available to our shareholders as of March 1, 2023.
We also have a dividend reinvestment plan which allows eligible holders of our common shares to elect to have their cash
dividends reinvested in additional shares.
Additional information regarding currency elections for our dividends as well as our dividend reinvestment plan is provided in the
Investor Relations section of our website under “Stock Info – Dividend Timetable”.
We pay dividends on our Series II preference shares quarterly at an annual rate of 70% of the Canadian bank prime rate applied to
the stated capital of these shares.
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The table below sets forth the dividends declared on our common shares and Series II preference shares in the last three years and
the first quarter of 2023.
2020
Q1 $ 0.380000 C$ 0.168820
Q2 $ 0.380000 C$ 0.106602
Q3 $ 0.380000 C$ 0.107773
Q4 $ 0.380000 C$ 0.107773
2021
Q1 $ 0.405000 C$ 0.105719
Q2 $ 0.405000 C$ 0.106894
Q3 $ 0.405000 C$ 0.108068
Q4 $ 0.405000 C$ 0.108068
2022
Q1 $ 0.445000 C$ 0.107445
Q2 $ 0.445000 C$ 0.140053
Q3 $ 0.445000 C$ 0.203345
Q4 $ 0.445000 C$ 0.257159
2023
Q1 $ 0.490000 C$ *
*The first-quarter 2023 dividend on our Series II preference shares had not yet been declared by our company as of the date of this annual report.
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Investment in LSEG
On January 29, 2021, Thomson Reuters and private equity funds affiliated with Blackstone closed the sale of Refinitiv to LSEG in
an all-share transaction. The following sets forth certain provisions that we agreed to in connection with the closing of the sale.
• Thomson Reuters and Blackstone’s consortium are entitled to nominate three non-executive LSEG directors for as long as they
hold at least 25% of the LSEG shares, two LSEG directors for as long as they hold at least 17.5% but less than 25% of the LSEG
shares and one LSEG director for as long as they hold at least 10% but less than 17.5% of the LSEG shares. For so long as
Thomson Reuters and Blackstone’s consortium are entitled to nominate three directors, one nominee will be a Thomson
Reuters representative.
• The transaction was predominantly tax deferred for our company except for $627 million that was paid in 2021. As permitted
under a lock-up exception within a transaction agreement, in March 2021, Thomson Reuters sold approximately 10.1 million of
its LSEG shares to generate approximately $994 million of pre-tax total net proceeds. In 2021, we paid $223 million on the sale
of these shares and used the remaining after-tax proceeds to pay the $627 million of tax on the LSEG transaction.
• Subject to certain exceptions, Thomson Reuters and Blackstone’s consortium have otherwise agreed to be subject to
a lock-up for our LSEG shares through January 29, 2023. Pursuant to the lock-up, we are entitled to sell approximately
31 million of our company’s indirectly owned shares in the twelve-month period beginning January 30, 2023, 22 million shares
in the twelve-month period beginning January 30, 2024, and 8 million shares after the lock-up arrangement terminates on
January 29, 2025.
• A standstill restriction applies to the entity that we jointly own with Blackstone’s consortium under which we (and the
underlying investors) have agreed not to, among other matters, acquire further LSEG shares, or make a takeover offer for LSEG
for designated time periods.
• During a specified voting commitment period, the entity that we jointly own with Blackstone’s consortium has committed to
vote its LSEG shares in line with the LSEG Board’s recommendation, subject to certain exceptions.
• The entity that we jointly own with Blackstone’s consortium has agreed to a customary non-compete for three years after the
closing.
• Each of LSEG and the entity that we jointly own with Blackstone’s consortium has agreed to a customary non-solicit with
respect to certain officers and senior executives of the other party for a period of two years after closing. A separate agreement
contains the same customary non-solicit provisions with respect to certain officers and senior executives of LSEG, on the one
hand, and each of Thomson Reuters, Blackstone, GIC and CPPIB, on the other hand, for two years after closing.
As of March 1, 2023, Thomson Reuters indirectly owned approximately 61.1 million LSEG shares. Thomson Reuters’ interest in
LSEG shares are held through YPL, an entity jointly owned by Thomson Reuters, Blackstone’s consortium and certain current
LSEG and former members of Refinitiv senior management. YPL holds a combination of LSEG ordinary shares and LSEG limited-
voting ordinary shares (with the shares carrying, in aggregate, an approximate 26% economic interest and a 20% voting interest in
LSEG).
In 2022, LSEG repurchased approximately 1.2 million ordinary shares from YPL under a buyback program announced by LSEG in
August 2022. We received proceeds of $43 million, for approximately 0.5 million shares, related to our portion of the buyback. On
January 27, 2023, Thomson Reuters and private equity funds affiliated with Blackstone sold approximately 21 million of its LSEG
shares to Microsoft, of which 10.5 million of LSEG shares were indirectly owned by Thomson Reuters. We received gross proceeds
of approximately $1.0 billion related to our portion of the sale.
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Material Contracts
Credit Agreement
In November 2022, we amended our credit facility agreement to increase the commitment to $2.0 billion, from $1.8 billion, and
extended the maturity to November 2027. The facility may be used to provide liquidity for general corporate purposes (including
acquisitions or support for our commercial paper program). There were no outstanding borrowings under the credit facility as of
December 31, 2022 and 2021. We have 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. Based on our
current credit ratings, the cost of borrowing under the agreement is priced at Term Secure Overnight Financing Rate (SOFR)/Euro
Interbank Offered Rate (EURIBOR)/ Simple Sterling Overnight Index Average (SONIA) plus 102.5 bp. If our debt rating is
downgraded by Moody’s or S & P or Fitch, our facility fees and borrowing costs would increase, although availability would be
unaffected. Conversely, an upgrade in our ratings may reduce our facility fees and borrowing costs. We also monitor the lenders
that are party to our facility and believe they continue to be able to lend to us.
We guarantee borrowings by our subsidiaries under the credit facility. We must also maintain a ratio of net debt as defined in the
credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as
defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications
described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If we complete an acquisition with a
purchase price of over $500 million, the ratio of net debt to EBITDA would temporarily increase to 5:0:1 for three quarters after
completion, at which time the ratio would revert to 4:5:1. As of December 31, 2022, we were in compliance with this covenant as
our ratio of net debt to EBITDA, as calculated under the terms of our syndicated credit facility, was 1.6:1 .
Thomson Reuters Trust Principles and Thomson Reuters Founders Share Company
Our company is dedicated to upholding the Thomson Reuters Trust Principles and to preserving its integrity, independence and
freedom from bias in the gathering and dissemination of information and news.
The Trust Principles read as follows:
• That Reuters shall at no time pass into the hands of any one interest, group or faction;
• That the integrity, independence and freedom from bias of Thomson Reuters shall at all times be fully preserved;
• That Reuters shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media
subscribers and to businesses, governments, institutions, individuals and others with whom Reuters has or may have contracts;
• That Thomson Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and
• That no effort shall be spared to expand, develop and adapt the news and other services and products of Thomson Reuters so
as to maintain its leading position in the international news and information business.
The Thomson Reuters Founders Share Company was established in 1984 when Reuters became a public company. The directors
of the Thomson Reuters Founders Share Company have a duty to ensure, to the extent possible, that the Thomson Reuters Trust
Principles are complied with.
The directors of the Thomson Reuters Founders Share Company are experienced and eminent people from the world of politics,
diplomacy, media, public service and business. They generally have all held high offices in their respective sectors. The directors
are selected by a nomination committee and proposed to the board of the Thomson Reuters Founders Share Company to be
considered for appointment. The nomination committee also has unique features. Two of its members are appointed in
consultation with the European Court of Human Rights (ECHR) and assist in scrutinizing candidates’ suitability. These have
historically been judges of the ECHR. Our Board currently has two representatives on the nomination committee. In addition to
the chairman and deputy chairman of the Thomson Reuters Founders Share Company, who are also members of the nomination
committee, the chairman of the Thomson Reuters Founders Share Company appoints three other representatives to the
nomination committee. Other members are representatives of press associations from the United Kingdom and Australia.
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Thomson Reuters Annual Report 2022
The directors of the Thomson Reuters Founders Share Company have a minimum of two meetings per year. They receive reports
on our activities in the different fields in which we operate. The directors meet with representatives of senior management at the
Thomson Reuters Founders Share Company board meetings and Thomson Reuters site visits; the directors of the Thomson
Reuters Founders Share Company also have access to our Board, as necessary. Through the Thomson Reuters Founders
Share Company’s chairman, regular contact is maintained with our company. The relationship is one of trust and confidence. The
Thomson Reuters Founders Share Company also has certain consultation rights as to the appointments of the president and
editor in chief of the news services of Reuters News.
Prior to May 1, 2014, directors were appointed for an initial term of five years that ended on December 31 following the fifth
anniversary of appointment. Those directors were eligible for re-appointment for additional terms of five years, subject to a
maximum term of 15 years. Directors appointed on or after May 1, 2014 serve an initial term of three years and must retire on
December 31 following the third anniversary of appointment. Those directors are eligible for re-appointment for additional terms
of three years, subject to a maximum term of nine years. However, in 2018, those longest standing directors still on five-year terms
voluntarily agreed to stand down at the end of their respective second terms in order to better align the terms of office among
directors.
Our company is a party to a Deed of Mutual Covenant, under which Thomson Reuters and the Thomson Reuters Founders Share
Company have covenanted with press associations from the United Kingdom and Australia to use their best endeavors to ensure
that the Trust Principles are complied with in relation to Thomson Reuters.
Under a Thomson Reuters Trust Principles Support Agreement, Woodbridge has agreed to support the Trust Principles and to
exercise its voting rights to give effect to this support and the Thomson Reuters Founders Share Company has irrevocably
designated Woodbridge as an approved person for so long as Woodbridge is controlled by members of the Thomson family,
companies controlled by them and trusts for their benefit.
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Principal Subsidiaries
The following provides information about our principal subsidiaries as of December 31, 2022. As of that date, we beneficially
owned, directly or indirectly, 100% of the voting securities and non-voting securities of each of these subsidiaries. Certain
subsidiaries, each of which represents not more than 10% of the consolidated assets and not more than 10% of the consolidated
revenues of our company, and all of which, in the aggregate, represent not more than 20% of the total consolidated assets and
the total consolidated revenues of our company as of December 31, 2022, have been omitted.
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Interests of Experts
Our independent registered public accounting firm is PricewaterhouseCoopers LLP, who has issued an independent registered
public accounting firm’s report dated March 8, 2023 in respect of our consolidated financial statements as of December 31, 2022
and December 31, 2021, and for each of the years ended December 31, 2022 and December 31, 2021 and our internal control over
financial reporting as of December 31, 2022. PricewaterhouseCoopers LLP has advised that it is independent with respect to our
company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario, and the
rules of the U.S. Securities and Exchange Commission and the requirements of the Public Company Accounting Oversight Board
(United States).
Our Reuters business plans to continue its existing customer contracts which are covered by the ITRA. However, it does not plan
on entering into any new sales contracts with customers covered by the ITRA, subject to certain limited exceptions where
continued sales are permissible under applicable export control and economic sanctions laws and regulations.
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Additional financial information is included in the “Management’s Discussion and Analysis” and “Consolidated Financial
Statements” sections of this annual report.
Under NYSE listing standards, we are required to disclose any significant ways in which our corporate governance practices differ
from those required to be followed by U.S. domestic companies under NYSE listing standards. There is only one significant
difference between our corporate governance practices and those required of U.S. domestic companies under NYSE listing
standards. NYSE listing standards require shareholder approval of all “equity compensation plans” and material revisions to these
types of plans (with limited exceptions). TSX rules require shareholder approval of security based compensation arrangements
only for plans which involve newly issued shares or specified amendments to the plans. Similar to a number of other Canadian
issuers, our company follows the TSX rules.
Our Code of Business Conduct and Ethics, corporate governance guidelines and Board committee charters are available on
www.tr.com as well as in print or electronically (without charge) to any shareholder who requests a copy in writing or by e-mail to
our Investor Relations Department. Shareholders and other interested parties may contact the Board or its non-management or
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