Morningstar DBRS Assigns Provisional Credit Ratings of (P) BBB (high), Stable Trends, to TR Finance LLC's Proposed Unsecured Medium-Term Notes and Unsecured Debentures

DBRS Limited (Morningstar DBRS) assigned a provisional credit rating of (P) BBB (high) with Stable trends to TR Finance LLC's proposed Unsecured Medium-Term Notes (the Notes) and Unsecured Debentures (the Debentures). The provisional credit ratings are based on Thomson Reuters Corporation's Issuer Rating, Unsecured Medium-Term Notes, and Unsecured Debentures credit ratings, which remain unchanged at BBB (high), all with Stable trends.

The provisional credit ratings mentioned above apply to TR Finance LLC's proposed 3.35% Notes due 2026, 5.50% Debentures due 2035, 5.85% Debentures due 2040, 4.50% Notes due 2043, and 5.65% Notes due 2043.

The proposed Notes and Debentures are part of an exchange offering in which the new issuances will be used to repay and cancel the existing equivalent Notes and Debentures issued out of Thomson Reuters Corporation. Thomson Reuters will not receive any net cash proceeds on a consolidated basis from the issuance of the New Notes in connection with the Exchange Offers. In exchange for delivering the New Notes, which will satisfy TRC's obligation to repay the principal amount of the tendered Old Notes, TRC will receive such tendered Old Notes, and such Old Notes will be cancelled shortly after the completion of the Exchange Offers.

The Notes and Debentures will be senior unsecured obligations of TR Finance LLC and will rank equally with all of TR Finance LLC's other existing and future senior unsecured obligations. The Notes and Debentures will be guaranteed by Thomson Reuters Corporation, West Publishing Corporation, Thomson Reuters Applications Inc, and Thomson Reuters (Tax and Accounting) Inc. Furthermore, the existing Unsecured Medium-Term Notes and Unsecured Debentures issued by Thomson Reuters Corporation will be guaranteed by West Publishing Corporation, Thomson Reuters Applications Inc, and Thomson Reuters (Tax and Accounting) Inc., and as a result, will be effectively pari passu.

The provisional ratings are based on the Draft TR Finance LLC Base Indenture, received February 4, 2025; the draft TR Finance LLC Exchange Offer Prospectus, dated January 24, 2025; the draft Tenth Supplemental Indenture to The TRC Base Indenture date January 31, 2025; the draft First Supplemental Indenture to The TR Finance LLC Base Indenture, received January 22, 2025 and information provided by Thomson Reuters to Morningstar DBRS as of February 11, 2025. The assignment of final ratings is subject to receipt by Morningstar DBRS of all information and final documentation that Morningstar DBRS deems necessary to finalize the ratings.

The credit ratings remain supported by Thomson Reuters well-entrenched market positions, customer and product diversification, and strong free cash flow generation. The credit ratings also take into consideration the intense competition within industries the Company operates in, the need for constant client-focused product innovation, and risks associated with dispositions and growth through acquisitions.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS   
There were no Environmental/Social/Governance factor(s) that had a significant or relevant effect on the credit analysis.

A description of how Morningstar DBRS considers ESG factors within the Morningstar DBRS analytical framework can be found in the Morningstar DBRS Criteria: Approach to Environmental, Social, and Governance Factors in Credit Ratings (August 13, 2024) https://dbrs.morningstar.com/research/437781.

BUSINESS RISK ASSESSMENT (BRA) AND FINANCIAL RISK ASSESSMENT (FRA)
(A) Weighting of BRA Factors 
In the analysis of Thomson Reuters Corporation, the relative weighting of the BRA factors was approximately equal. 

(B) Weighting of FRA Factors  
In the analysis of Thomson Reuters Corporation, the relative weighting of the FRA factors was approximately equal. 

(C) Weighting of the BRA and the FRA 
In the analysis of Thomson Reuters Corporation, the BRA carries greater weight than the FRA. 
 
Notes:
Morningstar DBRS applied the following principal methodology:

Global Methodology for Rating Companies in Services Industries (February 03, 2025) https://dbrs.morningstar.com/research/447184

Morningstar DBRS credit ratings may use of one or more sections of the Morningstar DBRS Global Corporate Criteria (February 3, 2025) https://dbrs.morningstar.com/research/447186 which covers, for example, topics such as holding companies and parent/subsidiary relationships, guarantees, recovery, and common adjustments to financial ratios.

The following methodologies have also been applied:
Morningstar DBRS Criteria: Approach to ESG Factors in Credit Ratings (August 13, 2024) https://dbrs.morningstar.com/research/437781

Morningstar DBRS Global Corporate Criteria (February 3, 2025) https://dbrs.morningstar.com/research/447186

The credit rating methodologies used in the analysis of this transaction can be found at: https://dbrs.morningstar.com/about/methodologies.

A description of how Morningstar DBRS analyzes corporate finance transactions and how the methodologies are collectively applied can be found at: https://dbrs.morningstar.com/research/431153.

The related regulatory disclosures pursuant to the National Instrument 25-101 Designated Rating Organizations are hereby incorporated by reference and can be found by clicking on the link under Related Documents or by contacting us at info-DBRS@morningstar.com.

A provisional credit rating is not a final credit rating with respect to the above-mentioned securities and may change or be different than the final credit rating assigned or may be discontinued. The assignment of final credit ratings on the above-mentioned securities is subject to receipt by Morningstar DBRS of all data and/or information and final documentation that Morningstar DBRS deems necessary to finalize the credit ratings.

The credit rating was initiated at the request of the rated entity.

The rated entity or its related entities did participate in the credit rating process for this credit rating action.

Morningstar DBRS had access to the accounts, management, and other relevant internal documents of the rated entity or its related entities in connection with this credit rating action.

This is a solicited credit rating.

The conditions that lead to the assignment of a Negative or Positive trend are generally resolved within a 12-month period. Morningstar DBRS trends and credit ratings are under regular surveillance.

Information regarding Morningstar DBRS credit ratings, including definitions, policies, and methodologies, is available on https://dbrs.morningstar.com or contact us at info-DBRS@morningstar.com.

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