UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2019

Commission File Number: 1-31349

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

333 Bay Street, Suite 400

Toronto, Ontario M5H 2R2, Canada

(Address of principal executive office)

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

Form 20-F  ☐                Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

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

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 4, 2019

EXHIBIT INDEX

EXHIBIT 99.1

Management’s Discussion and Analysis

This management’s discussion and analysis is designed to provide you with a narrative explanation through the eyes of our management of how we performed, as well as information about our financial condition and future prospects. As the management’s discussion and analysis is intended to supplement and complement our financial statements, we recommend that you read this in conjunction with our consolidated interim financial statements for the three and nine months ended September 30, 2019 and our 2018 annual consolidated financial statements, as well as our 2018 annual management’s discussion and analysis. This management’s discussion and analysis contains forward-looking statements, which are subject to risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements. Forward-looking statements include, but are not limited to, our 2019 and 2020 outlook, our expectations related to general economic conditions and market trends and their anticipated effects on our business segments and expectations related to the proposed London Stock Exchange Group plc/Refinitiv transaction. For additional information related to forward-looking statements, material assumptions and material risks associated with them, please see the “Outlook” and “Additional Information—Cautionary Note Concerning Factors That May Affect Future Results” sections of this management’s discussion and analysis. This management’s discussion and analysis is dated as of October 30, 2019.

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

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

Basis of presentation

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

In this management’s discussion and analysis, we discuss our results from continuing operations on both an IFRS and non-IFRS basis. On October 1, 2018, we sold 55% of our former Financial & Risk (F&R) business, which is now known as Refinitiv. We reported F&R as a discontinued operation through October 1, 2018, the closing date of the transaction. Our IFRS and non-IFRS results include the results of acquired businesses from the date of purchase and, except for diluted earnings per share and cash flow, exclude the results of our former F&R business. Our IFRS results include our 45% share of the Refinitiv partnership’s results reported in a single line on our consolidated income statement titled “Share of post-tax (losses) earnings in equity method investments”, beginning from the fourth quarter of 2018. Adjusted earnings, a non-IFRS measure, excludes our share of post-tax results in equity method investments.

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.

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Revision of prior-period financial statements

Since October 1, 2018, we have included our share of post-tax losses from our 45% interest in Refinitiv, an equity method investment, in our net earnings. In the third quarter of 2019, a misstatement was identified that understated our share of Refinitiv’s post-tax losses since the fourth quarter of 2018. The misstatement related to an accounting principle difference for preferred stock issued by Refinitiv to the Blackstone consortium between U.S. GAAP, the basis on which Refinitiv prepares its financial statements, and IFRS, the basis on which Thomson Reuters prepares its financial statements. This misstatement did not impact our revenues, operating profit, segment measures, adjusted EBITDA, adjusted EPS, cash generated from operating activities or free cash flow.

We concluded that the misstatement was immaterial to our previously issued financial statements. However, as the impact of correcting the cumulative misstatement in the third quarter of 2019 would have been material to net earnings in the quarter, we will revise our previously issued financial statements to correct the misstatement. In conjunction with correcting this misstatement, we corrected other unrelated misstatements in the applicable prior periods which were also not material to any of our previously issued financial statements. Specifically, we reclassified certain revenues and expenses, which pertained to the accounting for foreign currency in hyperinflationary economies, between the third and fourth quarters of 2018, but these revisions had no impact on our full-year 2018 audited financial statements. Where applicable, prior-period amounts throughout this management’s discussion and analysis have been adjusted to reflect the revised amounts.

See Note 1 to the consolidated interim financial statements for the three and nine months ended September 30, 2019 for further information.

Use of non-IFRS financial measures

We use non-IFRS measures as supplemental indicators of our operating performance and financial position as well as for internal planning purposes and our business outlook. We believe non-IFRS financial measures provide more insight into our performance. Non-IFRS measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as alternatives to measures of financial performance calculated in accordance with IFRS.

Our non-IFRS financial measures include:

We also report changes in our revenues, operating expenses, adjusted EBITDA and the related margin, and adjusted EPS before the impact of foreign currency or at “constant currency”. These measures remove the impacts from changes in foreign currency exchange rates to provide better comparability of our business trends from period to period. To provide greater insight into the revenue growth of our existing businesses on a constant currency basis, we report organic revenue growth (as defined below).

See Appendix A of this management’s discussion and analysis for a description of our non-IFRS financial measures, including an explanation of why we believe they are useful measures of our performance, including our ability to generate cash flow. Refer to the “Liquidity and Capital Resources” section of this management’s discussion and analysis and Appendix B for reconciliations of our non-IFRS financial measures to the most directly comparable IFRS measures.

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Glossary of key terms

We use the following terms in this management’s discussion and analysis.

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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.

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

We are organized in five reportable segments supported by a corporate center.

Our corporate center centrally manages commercial and technology operations, including those around our sales capabilities, digital customer experience and product and content development. Our corporate center also centrally manages functions such as finance, legal and human resources.

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Seasonality

Our revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over a contract term and our costs are generally incurred evenly throughout the year. 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. Additionally, the seasonality of our operating profit may be further impacted by the timing of our corporate costs, as we have been incurring significant costs to reposition our business following the sale of F&R. See the “Outlook” section of this management’s discussion and analysis for additional information about these costs.

Key Highlights

During the third quarter, we posted our second consecutive quarter of 4% organic growth, and we believe we are well positioned to achieve our full-year 2019 and 2020 guidance. Our artificial intelligence-powered legal solutions continue to be well received by our customers, and we are benefiting from more opportunities to provide our customers with information and software solutions, due in part to the new customer facing organizational structure that we implemented at the beginning of 2019. We are also experiencing greater price realization due to factors such as offering premium products and through annual price increases as we continuously enhance our solutions.

We have spent over half of the $2 billion investment fund that we set aside from the proceeds of the F&R transaction in 2018 on acquisitions. In October 2019, we acquired FC Business Intelligence, a global events specialist that delivers high-end conferences and exhibitions to businesses in diverse sectors. In July 2019, we acquired Confirmation, a provider of digital audit confirmation services to accounting firms, banks and law firms, and HighQ, a provider of collaboration tools to the legal and regulatory market segments. In November 2018, we acquired Integration Point, a provider of global trade management solutions to trade and compliance professionals. The Confirmation, HighQ and Integration Point acquisitions provide us with more cloud-based software businesses that we believe will provide additional opportunities to expand our positions, better serve our customers and supplement our organic growth. Initially, we expect these acquisitions to be dilutive to our adjusted EBITDA margin.

On August 1, 2019, we and private equity funds affiliated with Blackstone agreed to sell Refinitiv to London Stock Exchange Group plc (“LSEG”) for a total enterprise value of approximately $27 billion. The proposed transaction is anticipated to create a global financial markets infrastructure leader of the future. As a potential future shareholder of LSEG, we believe the transaction provides a balance for our company between the ability to benefit from additional long-term value creation and the ability to monetize our investment over time. The proposed transaction is subject to LSEG shareholder approval, regulatory clearances and other customary closing conditions and is expected to close in the second half of 2020. Please see the “Proposed LSEG/Refinitiv Transaction” section below for additional information.

Below are financial highlights of our third-quarter 2019 results, which are on a continuing operations basis, except where otherwise noted.

Revenues increased 10% in total and in constant currency, primarily due to new revenues in Reuters News for providing news and editorial content to Refinitiv under a 30-year agreement signed in October 2018. Higher recurring revenues across our other customer segments also contributed to the increase. On an organic basis, revenues increased 4% for the second consecutive quarter, as 5% growth in recurring revenues more than offset declines in transactions and Global Print revenues.

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Operating profit increased significantly due a benefit from the revaluation of warrants that we hold in Refinitiv related to the proposed transaction with LSEG. Adjusted EBITDA, which excludes that benefit among other items, increased 10% but the related margin was unchanged, as higher revenues were partly offset by higher expenses.

Diluted loss per share of $0.09 reflects our share of losses from our 45% equity interest in Refinitiv. Diluted earnings per share of $0.39 in the prior-year period included net earnings from the F&R business that was included in discontinued operations for the first nine months of 2018. Adjusted EPS, which excludes our share of results from equity method investments and discontinued operations, increased to $0.27 per share from $0.12 per share, primarily reflecting fewer common shares outstanding and lower interest expense.

Cash flow from operations decreased reflecting the loss of cash flows from our former F&R business, in which we sold a majority interest on October 1, 2018, as well as investments to reposition our company following the separation from F&R. The decrease in free cash flow reflected the same factors.

Outlook

We originally communicated our 2019 and 2020 full-year business outlook in February 2019. Based on our first-half 2019 performance, we raised our revenue growth and adjusted EBITDA outlooks on August 1, 2019. On October 31, 2019, we reaffirmed our updated business outlook. Please see the “Outlook” section of this management’s discussion and analysis for our updated 2019 and 2020 full-year business outlook. We have provided a full-year business outlook for two years because 2019 will be materially impacted by costs to separate our business from Refinitiv and reposition it for growth, while 2020 should represent the first year that our financial performance will reflect the benefits from our actions, without related material costs.

The information above in this section is forward-looking and should be read in conjunction with the section in this document entitled “Additional Information – Cautionary Note Concerning Factors That May Affect Future Results”.

Proposed LSEG/Refinitiv Transaction

On August 1, 2019, we and private equity funds affiliated with Blackstone agreed to sell Refinitiv to LSEG in an all share transaction for a total enterprise value of approximately $27 billion. Refinitiv is currently owned 55% by Blackstone and 45% by Thomson Reuters. We expect that the transaction will result in Blackstone and Thomson Reuters ultimately holding a combined 37% economic interest in LSEG (approximately 15% of which would be attributed to Thomson Reuters) and a combined voting interest in LSEG of less than 30%. Thomson Reuters’ interest in LSEG shares will be held in an entity jointly owned by Blackstone and Thomson Reuters (the “Blackstone/Thomson Reuters Entity”). Upon the closing of this transaction, Thomson Reuters is projected to indirectly own approximately 82.5 million LSEG shares, which would have a market value of approximately $7.5 billion based on LSEG’s closing share price on October 30, 2019. Our estimated ownership interest above reflects our expected acquisition of an additional interest in Refinitiv pursuant to a warrant agreement entered into with Blackstone, which will be exercised in connection with the transaction closing.

Although it is currently expected that LSEG will only issue shares as consideration for the transaction, LSEG may, at its option, settle up to $2.5 billion of the consideration in cash. Payment of any cash consideration will reduce the number of LSEG shares issued to the Blackstone/Thomson Reuters Entity.

We expect that the proposed transaction will be partly tax-deferred for Thomson Reuters, as we anticipate incurring most of the tax on the gain in the future when we sell LSEG shares that are no longer subject to a lock-up. When the transaction closes, however, we expect that a significant portion of the tax related to the gain will become payable by us. If that occurs, we could fund those taxes from an early release exception to the lock-up that will allow us to sell such number of LSEG shares as may be necessary to generate proceeds that are sufficient to pay the applicable taxes.

After the closing of the transaction, our free cash flow will benefit from any future dividends paid by LSEG to its shareholders. Once applicable post-closing lock-up periods expire, if we sell LSEG shares, we will generate cash which we would decide at the time how to best utilize.

For additional information about the proposed LSEG/Refinitiv transaction, please see the “Proposed LSEG/Refinitiv Transaction” section of our management’s discussion and analysis dated as of August 1, 2019 for the six months ended June 30, 2019, which section is incorporated herein by reference. Certain information in that section about the proposed transaction has been updated in this management’s discussion and analysis.

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Results of Operations—Continuing Operations

Consolidated results

Revenues

Revenues in both periods increased in total and in constant currency, primarily due to an approximately 6% contribution from new revenues in our Reuters News business for providing news and editorial content to Refinitiv under the 30-year agreement signed in October 2018. Higher recurring revenues across our other customer segments in both periods also contributed. Global Print and transactions revenues declined in both periods, with the latter reflecting the sales of several small businesses.

On an organic basis, revenues increased 4% in both periods, as 5% growth in recurring revenues, which comprise most of our business, more than offset declines in transactions and Global Print revenues. Our Legal Professionals, Corporates and Tax & Accounting Professionals segments, which collectively comprise approximately 80% of our revenues, grew 5% organically in both periods, driven by strong net sales, improved retention and higher price realization.

Foreign currency did not impact revenue growth for the third quarter, but negatively impacted revenue growth in the nine-month period primarily due to the strengthening of the U.S. dollar against the British pound sterling, Brazilian Real and Argentine Peso, compared to the prior-year period.

Operating profit, adjusted EBITDA and adjusted EBITDA less capital expenditures

Operating profit increased in both periods primarily due to a significant benefit from the revaluation of warrants that we hold in Refinitiv, related to the proposed transaction with LSEG.

In each period, adjusted EBITDA, which excludes the benefit of the warrant revaluation among other items, increased as higher revenues offset an increase in expenses. The related margin was unchanged in the third quarter, but decreased in the nine-month period, which included higher costs and investments to reposition our company following the separation from F&R during the first six months of the year.

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The adoption of IFRS 16 benefited adjusted EBITDA and the related margin by $11 million and 70bp and $30 million and 70bp in the third quarter and nine-month period in 2019, respectively.

Adjusted EBITDA less capital expenditures increased in the third quarter as higher adjusted EBITDA offset an increase in capital expenditures. In the nine-month period, adjusted EBITDA less capital expenditures increased primarily due to lower capital expenditures. The related margin declined slightly in the third quarter and was unchanged in the nine-month period.

Operating expenses

Operating expenses in each period increased in total and in constant currency due to costs to provide editorial content to Refinitiv, as these costs had previously been allocated to the F&R business in the prior-year period, and costs associated with recently acquired businesses. Additionally, investments to reposition our company following our separation from F&R were significantly higher in the nine-month period compared to the prior-year period, while these costs declined slightly in the quarter. Investments to reposition our business include acceleration of digital strategies, replication of capabilities that we lost with the separation from F&R and severance. The adoption of IFRS 16 decreased operating expenses by $11 million and $30 million in the third quarter and nine-month period of 2019, respectively. Operating expenses benefited from a positive impact from foreign currency in each period reflecting the strengthening of the U.S. dollar.

Depreciation and amortization

Other operating gains, net

The three and nine months ended September 30, 2019 included a $91 million and $366 million benefit, respectively, from the revaluation of warrants that we hold in Refinitiv related to the proposed transaction to sell Refinitiv to LSEG. Other operating gains, net, also included income related to a license that allows Refinitiv to use the “Reuters” mark to brand its products and services (see the “Related Party Transactions” section of this management’s discussion and analysis for additional information). The nine-month period of 2019 included net gains from the sale of several small businesses. The nine-month period of 2018 included a gain on the sale of a Canadian wholly-owned subsidiary to a company affiliated with Woodbridge, our principal shareholder.

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Net interest expense

The decrease in net interest expense in both periods reflected significantly lower debt, as we used a portion of the proceeds from the F&R transaction in 2018 to repay $4 billion of debt. We also initially invested $2 billion of the proceeds, which contributed to higher interest income.

Other finance costs (income)

Other finance costs (income) included gains or losses on the impact of fluctuations of foreign currency exchange rates on certain intercompany funding arrangements and gains related to changes in foreign exchange contracts.

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

Our share of the post-tax loss from our 45% interest in Refinitiv reflects interest expense for Refinitiv’s debt, charges relating to the revaluation of preferred equity securities relating to the proposed transaction to sell Refinitiv to LSEG, and expenses to scale its business related to its annual cost savings target. Refinitiv achieved run-rate savings of $440 million as of the end of the third quarter, which is over two-thirds of its total annual cost savings run-rate target. Refinitiv believes it is on track to achieve its full annual cost savings run-rate target of $650 million by the end of 2020.

There is no comparative amount for the third quarter and nine-month period of 2018 as Refinitiv became an investment on October 1, 2018. We provide additional information about the performance of our investment in Refinitiv in Appendix C of this management’s discussion and analysis.

Tax (benefit) expense

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

The tax provision for the three and nine-month periods of 2019 includes a $58 million charge related to the enactment of foreign tax reform. The charge reflects our estimate of the deferred taxes required on temporary differences between the book and tax basis of certain assets, which we expect to reverse during periods that will be subject to the applicable new foreign tax rates. During the fourth quarter of 2019, we expect to recognize a significant increase in the tax basis of assets owned by a foreign subsidiary, which would generate a deferred tax benefit of approximately $1.5 billion that we would remove for our computation of adjusted earnings. In subsequent periods, the resulting deferred tax asset would be reversed through charges to deferred tax expense as the underlying assets are amortized.

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The comparability of our tax expense was impacted by various transactions and accounting adjustments during each period. The following table sets forth certain components within income tax expense (benefit) that impact comparability from period to period, including the $58 million charge related to foreign tax reform described above and tax expense associated with items that are removed from adjusted earnings:

Because the items described above impact the comparability of our tax expense or benefit for each period, 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:

(Loss) earnings and diluted (loss) earnings from continuing operations

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Loss from continuing operations was higher in the third quarter as our share of losses from our 45% equity interest in Refinitiv more than offset higher operating profit and a decrease in interest and tax expense. In the nine-month period, earnings from continuing operations was slightly lower reflecting the same factors. Diluted EPS increased in the nine-month period due to a significant reduction in outstanding common shares due to share repurchases as well as the November 2018 share consolidation. The adoption of IFRS 16 did not have a material impact on earnings from continuing operations or the related per share amount.

Adjusted earnings and adjusted EPS

Adjusted earnings and adjusted EPS increased in both periods as lower interest expense more than offset higher depreciation and amortization of computer software. The third quarter also reflected higher adjusted EBITDA. Additionally, the increase in adjusted EPS in both periods reflected a significant reduction in common shares outstanding due to share repurchases as well as the November 2018 share consolidation.

Segment results

The following is a discussion of our five reportable segments and our Corporate costs for the three and nine months ended September 30, 2019. We assess revenue growth for each segment, as well as the businesses within each segment, in constant currency.

See Appendix A of this management’s discussion and analysis for additional information.

Legal Professionals

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Segment adjusted EBITDA and the related margin increased in both periods due to higher revenues and lower expenses resulting from efficiency actions in 2018. Foreign currency benefited segment adjusted EBITDA margin by 40bp and 50bp in the third quarter and nine-month period, respectively, compared to the prior-year periods. We expect Legal Professionals full-year 2019 segment adjusted EBITDA margin will be higher than the 2018 margin of 34.4%.

Corporates

Segment adjusted EBITDA increased in both periods as higher revenues more than offset higher expenses. Segment adjusted EBITDA margin declined in both periods due to the dilutive impact of acquisitions. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 60bp in the third quarter and benefited the year-over-year change in segment adjusted EBITDA margin by 30bp in the nine-month period. Despite the dilutive impact of acquisitions, we expect Corporates full-year segment adjusted EBITDA margin to be roughly in line with the 2018 margin of 31.9%.

Tax & Accounting Professionals

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In the third quarter, segment adjusted EBITDA increased due to foreign currency. On a constant currency basis, segment adjusted EBITDA and the related margin decreased in the third quarter due to the dilutive impact of the Confirmation acquisition. In the nine-month period, segment adjusted EBITDA and the related margin increased as higher revenues and expense savings from efficiency actions in 2018 more than offset the dilutive impact of the Confirmation acquisition. Foreign currency benefited segment adjusted EBITDA margin by 210bp and 60bp in the third quarter and nine-month period, respectively, compared to the prior-year periods. Despite the dilutive impact of the Confirmation acquisition, we expect Tax & Accounting Professionals’ full-year margin will be higher than the 2018 margin of 34.4%.

Tax & Accounting Professionals is a more seasonal business relative to our other businesses, with a higher percentage of its segment adjusted EBITDA historically generated in the fourth quarter and to a slightly lesser extent, the first quarter, due to the release of certain tax products. Small movements in the timing of revenues and expenses can impact quarterly margins.

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