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

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

333 Bay Street, Suite 300

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: May 5, 2022

EXHIBIT INDEX

Exhibit 99.1

Management’s Discussion and Analysis

This management’s discussion and analysis is designed to provide you with a narrative explanation through the eyes of our management of how we performed, as well as information about our financial condition and future prospects. As this management’s discussion and analysis is intended to supplement and complement our financial statements, we recommend that you read this in conjunction with our consolidated interim financial statements for the three months ended March 31, 2022, our 2021 annual consolidated financial statements and our 2021 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 two-year Outlook, including forecasted impacts associated with our Change Program, and our expectations related to general economic conditions and market trends and their anticipated effects on our business segments. For additional information related to forward-looking statements, material assumptions and material risks associated with them, please see the “Outlook,” and “Additional Information—Cautionary Note Concerning Factors That May Affect Future Results” sections of this management’s discussion and analysis. This management’s discussion and analysis is dated as of May 2, 2022.

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

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

Basis of presentation

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

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

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.

Use of non-IFRS financial measures

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

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See Appendix A of this management’s discussion and analysis for a description of our non-IFRS financial measures, including an explanation of why we believe they are useful measures of our performance, 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.

Glossary of key terms

The following terms in this management’s discussion and analysis have the following meanings, unless otherwise indicated:

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Executive Summary

Our company

Thomson Reuters 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 as five reportable segments described below, which reflect how we manage our businesses.

				First Quarter 2022 Revenues
		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-enabled technology solutions for in-house legal, tax, regulatory, compliance and IT professionals.
		Tax & Accounting Professionals Serves tax, accounting and audit professionals in accounting firms (other than the seven largest, which are served by our Corporates segment) with research and workflow products, focusing on intuitive tax offerings and automating tax workflows.
		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 the Refinitiv business of LSEG.
		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 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, and our Change Program. We report “Corporate costs” which includes expenses for corporate functions and our Change Program.

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Key Financial Highlights

The momentum we experienced in 2021 continued to build into the first quarter of 2022, as both sales and revenue exceeded our expectations. Our businesses continue to benefit from the increasing complexity of regulation in our legal, tax and risk-related markets.

In May 2022, we raised our total company and “Big 3” revenue growth Outlook for the full year of 2022, reflecting our increasing confidence in our business performance. We reaffirmed all other measures in our two-year Outlook, including our adjusted EBITDA margin, as we continue to invest in our business and customer success initiatives and absorb heightened inflationary pressures. Refer to the “Outlook” section of this management’s discussion and analysis for additional information.

Our Change Program to transition from a holding company to an operating company, and from a content provider into a content-driven technology company, is on track. In the first quarter of 2022, we further progressed program initiatives to migrate more of our revenue to cloud solutions, increase the proportion of sales we make through our digital channels, and improve our customers’ experience interacting with us. As of March 31, 2022, we have achieved $305 million of annualized run-rate operating expense savings from the program.

Recent Global Events

The global economy is experiencing substantial disruption due to the Russian military invasion of Ukraine on February 24, 2022 and the ongoing impacts from COVID-19. In response to the invasion, several countries have imposed economic sanctions that are affecting global financial markets and exacerbating economic challenges such as inflation and global supply-chain disruption. While our Reuters News business continues to report from Ukraine in order to provide unbiased and reliable news, our operations in Ukraine and Russia are not material to our business. We have taken steps to comply with applicable restrictions arising from sanctions that apply to our company. We have also relocated services previously performed under outsourcing contracts in the region. We are closely monitoring the crisis to assess potential impacts on our businesses.

Consolidated results

“Big 3” Segments – Legal Professionals, Corporates and Tax & Accounting Professionals Combined

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Revenues increased 6% in total reflecting growth across four of our five business segments. Foreign currency negatively impacted revenues by 1%. Revenues increased 7% on both a constant currency and organic basis. Recurring revenues grew 7% (78% of our revenues) and transactions revenues grew 8%. Revenue growth in the quarter included a benefit of approximately 100bp from transactional revenues that we do not expect to recur, and to a lesser extent, timing.

Revenues for our “Big 3” segments (81% of total revenues) increased 7% in total, in constant currency and on an organic basis. The increase in organic revenues was driven by 8% growth in recurring revenues (85% of “Big 3” revenues) and 6% growth in transactions revenues. This performance reflects the fourth consecutive quarter that our “Big 3” segments have grown at least 6%.

Operating profit increased 7% as higher revenues more than offset higher costs, which included investments associated with our Change Program. Adjusted EBITDA and the related margin increased due to the same factors.

Diluted EPS was $2.06 per share and included a benefit from an increase in the value of our investment in LSEG. Diluted EPS in the prior-year period was $10.13 per share and included the gain of approximately $8.1 billion on the sale of Refinitiv to LSEG. Adjusted EPS, which excludes the change in value of our LSEG investment, the gain on the sale of Refinitiv and other adjustments, increased to $0.66 per share from $0.58 per share in the prior-year period, primarily due to higher adjusted EBITDA.

Net cash provided by operating activities decreased due to higher payments associated with our Change Program as well as higher annual incentive plan bonuses. Free cash flow decreased due to lower cash flows from operating activities and higher capital expenditures associated with the Change Program.

Change Program Update

In the first quarter of 2022, we began the second and final year of our two-year Change Program, which is intended 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. Our Change Program remains on track to achieve our overall objectives, which are to:

We have invested the following amounts in our Change Program on technology, organizational and market-related initiatives.

We continue to migrate more of our revenue to cloud solutions, increase the proportion of sales we make through our digital channels, and improve our customers’ experience interacting with us. As of March 31, 2022, we achieved $305 million of annualized run-rate operating expense savings. We expect to achieve $500 million of annualized run-rate operating expense savings by the end of 2022, and to achieve our full targeted amount of $600 million by the end of 2023. Refer to the “Outlook” section of the management’s discussion and analysis for additional information about our Change Program.

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Results of Operations

Our revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over the contract term and our costs are generally incurred evenly throughout the year. However, 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. The timing of costs related to the Change Program impacted the seasonality of our expenses and operating profit in 2022 and 2021.

The section below contains non-IFRS measures where indicated. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

Consolidated results

“Big 3” Segments – Legal Professionals, Corporates and Tax & Accounting Professionals Combined

Revenues

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Revenues increased 6% in total driven by growth across four of our five business segments. Foreign currency had a 1% negative impact on revenue growth. On both a constant currency and organic basis, revenues increased 7%. Recurring revenues grew 7% (78% of our revenues) and transactions revenues grew 8%. Global Print revenues declined slightly in total, but were unchanged compared to the prior-year period on both a constant currency and organic basis. Revenue growth in the quarter included a benefit of approximately 100bp from transactional revenues that we do not expect to recur, and to a lesser extent, timing.

Revenues for our “Big 3” segments (81% of total revenues) increased 7% in total, in constant currency and on an organic basis. The increase in organic revenues was driven by 8% growth in recurring revenues (85% of “Big 3” revenues) and 6% growth in transactions revenues. This performance reflects the fourth consecutive quarter that our “Big 3” segments have grown at least 6%.

Foreign currency negatively impacted revenue growth due to the strengthening of the U.S. dollar against most major currencies, including the British pound sterling, Euro, Australian dollar and Argentine peso, which more than offset the weakening of the U.S. dollar against the Brazilian real, compared to the prior-year period.

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

Operating profit increased 7% as higher revenues more than offset higher costs, which included investments associated with the Change Program.

Adjusted EBITDA and the related margin increased due to the factors noted above. Investments in the Change Program negatively impacted the first-quarter 2022 adjusted EBITDA margin by 210bp.

Adjusted EBITDA less accrued capital expenditures increased as higher adjusted EBITDA more than offset higher accrued capital expenditures. The related margin was unchanged. Accrued capital expenditures in the first quarter of 2022 included $28 million (2021 — $9 million) associated with the Change Program.

Operating expenses

Operating expenses increased in total and on a constant currency basis primarily due to higher costs associated with the Change Program as well as product, marketing and sales expenses related to higher revenues. However, the increase in costs was mitigated by savings from our Change Program. Change Program costs were $34 million in the first quarter of 2022 (2021 — $11 million) and included spending on severance as well as costs to drive technology and digital sales efficiencies.

Depreciation and amortization

Other operating (losses) gains, net

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In the first quarter of 2022, other operating losses, net, were not significant. In the first quarter of 2021, other operating gains, net, included a benefit from the revaluation of warrants that we held in Refinitiv prior to its sale to LSEG on January 29, 2021 and income from a license that allows LSEG’s Refinitiv business to use the “Reuters” mark.

Net interest expense

The decrease in net interest expense was primarily due to lower interest costs associated with tax liabilities and net pension obligations. As substantially all of our long-term debt obligations paid interest at fixed rates (after swaps), the net interest expense on our term debt was essentially unchanged compared to the prior-year period.

Other finance (income) costs

In the first quarter of 2022, other finance income included $78 million of gains associated with foreign exchange contracts related to a portion of our indirect investment in LSEG, which is denominated in British pounds sterling, as well as net foreign exchange gains on intercompany funding arrangements. Other finance costs in the prior-year period reflected net foreign exchange losses on intercompany funding arrangements.

Share of post-tax earnings in equity method investments

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.

In the first quarter of 2022, our share of post-tax earnings in equity method investments was primarily comprised of a $799 million increase in the value of our LSEG investment.

In the first quarter of 2021, our share of post-tax earnings in equity method investments was primarily comprised of an $8,075 million gain from the sale of Refinitiv, in which we owned a 45% interest, to LSEG, which was partially offset by a $1,612 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.

As of May 2, 2022, we indirectly owned approximately 72.4 million LSEG shares, which had a market value of approximately $7.2 billion based on LSEG’s closing share price on that date.

Tax expense

Tax expense decreased because the prior-year period included tax expense associated with the gain on sale of Refinitiv to LSEG. Additionally, tax 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 expense for the full year.

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

Results of Discontinued Operations

In the first quarter of 2022, loss from discontinued operations, net of tax, was primarily comprised of foreign exchange losses arising on a receivable balance from LSEG relating to a tax indemnity.

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Net earnings and diluted EPS

Net earnings and diluted EPS in the first quarter of 2022 included a benefit from an increase in the value of our investment in LSEG. Net earnings and diluted EPS decreased from the prior-year period, which included a gain of approximately $8.1 billion on the sale of Refinitiv to LSEG in January 2021.

Adjusted earnings and adjusted EPS

Adjusted earnings and the related per share amount increased primarily due to higher adjusted EBITDA.

Segment results

The following is a discussion of our five reportable segments and our Corporate costs for the three months ended March 31, 2022. 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

Revenues increased in total, constant currency and on an organic basis. The increase in organic revenues, which grew 6% for the fourth consecutive quarter, was due to growth in recurring revenues (94% of the Legal Professionals segment) that was driven by 9% growth in the Government business, as well as growth in Westlaw Edge, Practical Law, FindLaw and the segment’s businesses in Canada and Asia & Emerging Markets. Transactions revenues on an organic basis (6% of the Legal Professionals segment) slightly declined.

Segment adjusted EBITDA and the related margin increased as higher revenues more than offset slightly higher expenses, which were mitigated by cost savings from our Change Program. Foreign currency had no impact on segment adjusted EBITDA margins.                

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Corporates

Revenues increased in total, constant currency and on an organic basis. Revenue growth benefited from transactions revenue that we do not expect to recur. The increase in organic revenues included strong growth in recurring revenues (77% of the Corporates segment), which was driven by Practical Law, CLEAR and Indirect Tax. Transactions revenues (23% of the Corporates segment) increased on an organic basis driven by the Confirmation business as well as the segment’s businesses in Latin America and in Asia & Emerging Markets.

Segment adjusted EBITDA increased primarily due to the impact of higher revenues. The related margin increased slightly as the impact of higher revenues was largely offset by higher expenses. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 30bp.

Tax & Accounting Professionals

Revenues increased in total, constant currency and on an organic basis. The increase in organic revenues was driven by growth in recurring revenues (72% of the Tax & Accounting Professionals segment) from UltraTax and the segment’s businesses in Latin America. The increase in transactions revenues (28% of the Tax & Accounting Professionals segment) included higher tax preparation fees due to a year-over-year timing benefit from the change in the U.S. federal tax filing deadlines for individuals, which returned to April 2022 compared to an extended deadline in May 2021. The timing benefit contributed 150bp to the segment’s total organic revenue growth rate in the first quarter. However, the benefit will reverse in the second quarter with a similar negative impact on the segment’s total organic growth rate.

Segment adjusted EBITDA and the related margin increased as higher revenues more than offset slightly higher expenses, which were mitigated by cost savings from the Change Program. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 30bp.

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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Reuters News

Revenues increased in total, constant currency and on an organic basis driven by growth across the segment’s Professional businesses, which include digital advertising, custom content and Reuters Events, as well as from an increase from the segment’s news and editorial agreement with LSEG.

Reuters News and LSEG’s Refinitiv business have an agreement pursuant to which Reuters News supplies news and editorial content to Refinitiv through October 1, 2048. In the first quarter of 2022, Reuters News recorded revenues of $90 million (2021 — $85 million) under this agreement.

Segment adjusted EBITDA and the related margin increased as higher revenues more than offset higher expenses. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 150bp.

Global Print

Revenues decreased in total, but were unchanged in constant currency and on an organic basis, which was better than the decline we expected due to higher third-party revenues for printing services and timing of new sales. We expect revenues to normalize to a mid-single digit decline later in 2022.

Segment adjusted EBITDA and the related margin decreased due to the dilutive effect of third-party print revenues. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 10bp.

Corporate costs

Corporate costs increased primarily due to higher costs associated with the Change Program. In the first quarter of 2022, Change Program expenses were $34 million compared to $11 million in the prior-year period.    

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Liquidity and Capital Resources

We have historically maintained a disciplined capital strategy that balances growth, long-term financial leverage, credit ratings and returns to shareholders. We are focused on having the investment capacity to drive revenue growth, both organically and through acquisitions, while also maintaining our long-term financial leverage and credit ratings and continuing to provide returns to shareholders. Our principal sources of liquidity are cash and cash equivalents and cash provided by operating activities. From time to time, we also issue commercial paper, borrow under our credit facility and issue debt securities. Our principal uses of cash are for debt repayments, debt servicing costs, dividend payments, capital expenditures, share repurchases and acquisitions.

Our capital strategy approach has provided us with a strong capital structure and liquidity position. At March 31, 2022, we had $0.7 billion of cash on hand, and none of our debt securities are scheduled to mature until 2023. Our disciplined approach and cash generative business model have allowed us to weather the economic volatility caused by the COVID-19 pandemic since March 2020, while continuing to invest in our business. While we are closely monitoring the global disruption caused by Russia’s invasion of Ukraine in February 2022, our operations in the region are not material to our business.

We expect that the operating leverage of our business will increase our free cash flow if we increase revenues as contemplated by our Outlook. We target a maximum leverage ratio of 2.5x net debt to adjusted EBITDA and have set a target to pay out 50% to 60% of our expected free cash flow as dividends to our shareholders. In the future, we expect that proceeds from sales of LSEG shares after the expiration of the applicable contractual lock-up provisions will provide us with further options for investment and returns to shareholders.

Our net debt to adjusted EBITDA leverage ratio as of March 31, 2022 was approximately 1.6:1, which is lower than our target of 2.5:1. As calculated under our credit facility covenant, our net debt to adjusted EBITDA leverage ratio at March 31, 2022 was 1.5:1, which is well below the maximum leverage ratio allowed under the credit facility of 4.5:1.

We believe that our existing sources of liquidity will be sufficient to fund our expected cash requirements in the normal course of business for the next 12 months.

Cash flow

Summary of consolidated statement of cash flow

Operating activities. Net cash provided by operating activities decreased due to higher payments associated with our Change Program as

well as higher annual incentive plan bonuses.

Investing activities. Net cash used in investing activities in the first quarter of 2022 included $171 million of capital expenditures. In the first quarter of 2021, net cash provided by investing activities included a $994 million dividend from YPL in connection with the sale of LSEG shares, which was partly offset by $120 million of capital expenditures.

Financing activities. Net cash used in financing activities included dividends paid to our common shareholders of $209 million and $194 million in the first quarters of 2022 and 2021, respectively. The first quarter of 2021 also included $200 million of share repurchases. Refer to the ”Dividends” and “Share repurchases” subsections below for additional information.

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Cash and cash equivalents. Cash and cash equivalents as of March 31, 2022 were lower compared to the beginning of the year as cash generated from operating activities was more than offset by capital expenditures and dividends to common shareholders. The March 31, 2021 balance included $994 million of cash received from a YPL dividend following the sale of 10.1 million LSEG shares.

Free cash flow. Free cash flow decreased due to lower cash flows from operating activities and higher capital expenditures associated with the Change Program.

Additional information about our debt and credit arrangements, dividends and share repurchases is as follows:

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Financial position

Our total assets were $22.8 billion at March 31, 2022, compared to $22.1 billion at December 31, 2021. The increase was driven by an increase in the value of our LSEG investment.

At March 31, 2022, our current assets were slightly higher than our current liabilities. Typically, our current liabilities exceed our current assets because current liabilities include a significant amount 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.

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Net debt and leverage ratio of net debt to adjusted EBITDA

At March 31, 2022, our total debt position (after swaps) was $3.7 billion. The maturity dates for our term debt are well balanced with no significant concentration in any one year. At March 31, 2022, the average maturity of our term debt 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 decrease in our cash and cash equivalents (refer to the “Cash Flow” section of this management’s discussion and analysis for additional information).

Off-balance sheet arrangements, commitments and contractual obligations

For a summary of our other off-balance sheet arrangements, commitments and contractual obligations please see our 2021 annual management’s discussion and analysis. There were no material changes to these arrangements, commitments and contractual obligations during the three months ended March 31, 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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Uncertain tax positions

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

As a result, we maintain provisions for uncertain tax positions that we believe appropriately reflect our risk. These provisions are made using our best estimate 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. In February 2022, HMRC issued DPT notices aggregating $74 million, which we paid in March 2022. These assessments collectively related to the 2015, 2016, 2017 and 2018 taxation years of certain of our current and former U.K. affiliates.

HMRC still has the statutory authority to amend the above assessments for the 2016, 2017 and 2018 taxation years by issuing a supplementary DPT notice for each year. Based on recent discussions with HMRC, management believes that HMRC may issue supplementary notices within the next 12 months that would be almost entirely related to businesses we have sold, which are subject to indemnity arrangements. If that occurs, we will be required to pay additional taxes to HMRC shortly thereafter that could be as much as $350 million in aggregate (largely related to the 2018 taxation 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 intend to vigorously defend our position. Payments made by us are not a reflection of our view on the merits of the case. As the assessments largely relate to businesses that 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 that 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 that our existing sources of liquidity (as discussed earlier in this section) will be sufficient to fund any required additional payments if HMRC issues supplementary notices.

For additional information, please see the “Risk Factors” section of our 2021 annual report, which contains further information on risks related to legal and tax matters.

Outlook

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

In May 2022, we raised our total company and “Big 3” revenue growth Outlook for the full year 2022, which reflects our increasing confidence in our business performance. We reaffirmed all other measures in our two-year Outlook, including our adjusted EBITDA margin, as we continue to invest in our business and customer success initiatives and absorb heightened inflationary pressures.

The Change Program is expected to be largely complete by the end of 2022 and is projected to require an investment of $600 million. We invested $295 million in 2021 and plan to invest approximately $305 million in 2022. We expect to expense approximately 60% of the investments and to capitalize approximately 40% of the investments, which will be amortized over future periods. By 2023, we believe the financial benefits that will result from these initiatives include:

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Our Outlook incorporates the forecasted impacts associated with our Change Program, assumes constant currency rates relative to 2021 and does not factor in the impact of any acquisitions or divestitures that may occur in future periods. We believe this type of guidance provides useful insight into the performance of our business.

The following table sets forth the May 2022 updates to our full-year 2022 revenue growth Outlook from what we previously communicated in February 2022. All other measures in our 2022 Outlook are unchanged.