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Overview

— We are revising our outlook on New York-based

information solutions provider Thomson Reuters Corp. to negative

from stable due to the weaker-than-expected operating

performance of the company’s Financial & Risk (F&R;) segment.

— We are also affirming all our ratings on the company,

including our ‘A-‘ long-term corporate credit rating.

— The negative outlook reflects Standard & Poor’s view of

the weaker-than-expected operating performance within the F&R;

segment and hurdles Thomson Reuters faces in returning this

business to healthy and sustainable revenue growth given the

slow economic recovery and intensely competitive operating

conditions.

Rating Action

On May 23, 2012, Standard & Poor’s Ratings Services revised

its outlook on New York-based information solutions provider

Thomson Reuters Corp. to negative from stable. At the same time,

Standard & Poor’s affirmed its ratings on the company, including

its ‘A-‘ long-term corporate credit rating.

We base the outlook revision on our view of the

weaker-than-expected operating performance in the company’s

Financial & Risk (F&R;) segment, which we expect will continue

this year. Results for the first quarter ended March 31, 2012,

show a 1% decline in F&R;’s organic revenue, compared with the

same quarter last year, as well as a reported EBITDA margin of

25.3%, down from 25.8% in the quarter ended March 31, 2011.

Thomson Reuters’ US$3 billion goodwill impairment charge in

fourth-quarter 2011 reflected the setbacks experienced by this

segment.

Rationale

The ratings on Thomson Reuters reflect Standard & Poor’s

assessment of the company’s “strong” business risk profile and

“intermediate” financial risk profile (based on our criteria).

Our business risk assessment is based on Thomson Reuters’

competitive position in the global business-to-business

information markets, strong EBITDA margin, and geographic

diversity. Our financial risk assessment reflects the company’s

investment-grade credit protection measures and substantial free

cash flow generation, partially offset by the sizable annual

dividend.

The company is a major global integrated information

solutions provider, operating under four segments (the pro forma

results exclude Thomson Reuters’ healthcare business and other

expected divestitures this year, as well as corporate and

other):

— F&R–58;% of pro forma revenue and 51% of reported EBITDA

for the first

quarter ended March 31, 2012;

— Legal–25% of revenue and 30% of EBITDA;

— Tax & Accounting–10% of revenue and 11% of EBITDA; and

— Intellectual Property & Science–7% of revenue and 8% of

EBITDA.

The financial industry has undergone a dramatic change in

market dynamics given the downturn in the global financial

markets in the last recession, with Standard & Poor’s believing

that financial institutions will continue to downsize. The

effect at Thomson Reuters, through its F&R; segment, was more

modest during the recession owing to the company’s high percent

of recurring subscription revenues and business diversification,

and the fact that the largest customer accounts for only about

1% of total consolidated revenue. However, the F&R; business has

yet to return to healthy organic revenue growth as we had

expected. The segment’s revenue was up only 0.4% in the three

months ended March 31, due to a 2.0% contribution from

acquisitions, offset by a 1.0% decline in organic revenue and

unfavorable foreign exchange effects. The decline in F&R;’s

organic revenue was driven by desktop losses and lower

investment management revenue due to business execution issues

and difficult financial sector conditions in Europe. We believe

it will take some time for management to position this business

for sustainable growth, which we expect will be driven by

contributions from the new financialinformation platform,

Thomson Reuters Eikon, as well as the Thomson Reuters Elektron

network and other products.

Total revenue from ongoing businesses was up 3.6% in the

quarter ended March 31, 2012, compared with the three months

ended March 31, 2011, due to increases in each segment. Higher

revenue was mostly driven by acquisitions, with some organic

growth contributing as well. The reported adjusted EBITDA margin

improved to 25.9% in the first quarter 2012, from 23.3% in the

same period in 2011, due to higher revenue, savings from

efficiency and integration initiatives, and the elimination of

integration expenses.

Our base-case scenario for 2012 includes flat-to-low,

single-digit percent revenue growth from ongoing businesses. Key

assumptions in our scenario include flat-to-slightly-lower

revenue in the F&R; segment, low single-digit percent growth in

the Legal segment, with higher growth in the two remaining

segments. In addition, we expect expenses will decline as a

percent of revenue, leading to improvement in the EBITDA margin

this year. Furthermore, we believe the company will continue to

generate strong cash flows this year, which will support the

high dividend payout ratio.

Credit ratios (adjusted for operating leases, pensions, and

preferred shares [50% of which is treated as debt]) were fairly

stable in the past few quarters, with debt to EBITDA of about

2.4x for the 12 months ended March 31. We believe that Thomson

Reuters’ credit measures will remain largely unchanged this

year, with adjusted debt to EBITDA likely to be less than 2.5x.

While the company will likely continue to make sizable

acquisitions as well as share repurchases this year, we expect

these activities to be financed out of divestiture proceeds and

discretionary cash flow.

Liquidity

Thomson Reuters has strong liquidity in Standard & Poor’s

view, with significant cash balances, good availability under

its US$2 billion revolving credit facility due 2016, and

substantial free cash flow. Annual capital expenditures, which

should be about 7%-8% of revenue, are funded by operating cash

flow, leaving what we see as significant available cash flow for

the company’s sizable dividends.

In accordance with our criteria, relevant aspects of Thomson

Reuters’ liquidity are as follows:

— We see liquidity sources over uses to be in excess of

1.5x for the next two years; we expect net sources would be

positive even with a 30% drop in EBITDA.

— Due to what we view as Thomson Reuters’ high cash

balances and good discretionary cash flow generation, we believe

it could absorb high-impact, low-probability adverse business

developments.

— In our opinion, the company has a wide margin of

compliance with its 4.5x debt leverage covenant, which could

withstand an EBITDA decline of more than 30%, without the

company breaching the covenant.

— We expect Thomson Reuters will continue to have a

generally high standing in the capital markets.

— The company displays very prudent financial risk

management, in our view.

Outlook

The negative outlook reflects Standard & Poor’s view of the

weaker-than-expected operating performance within the F&R;

segment and hurdles Thomson Reuters faces in returning this

business to healthy and sustainable revenue growth given the

slow economic recovery and intensely competitive operating

conditions. A downgrade could result from further execution

issues in the F&R; segment; weak revenue growth trends for the

company as a whole or specifically in F&R; or adjusted debt to

EBITDA at or above 2.5x on a consistent basis. Alternatively, we

could revise the outlook to stable if Thomson Reuters

demonstrates sustainable improvement in F&R;’s operating

performance, as well as its other business segments, while

maintaining adjusted debt to EBITDA below 2.5x.

Related Criteria And Research

— Methodology and Assumptions: Liquidity Descriptors For

Global Corporate Issuers, Sept. 28, 2011

— Criteria Methodology: Business Risk/Financial Risk

Matrix Expanded, May 27, 2009

— 2008 Corporate Criteria: Analytical Methodology, April

15, 2008

Ratings List

Thomson Reuters Corp.

Outlook Revised To Negative

To From

Corporate credit rating A-/Negative/– A-/Stable/–

Ratings Affirmed

Senior unsecured debt A-

Preferred stock

Global scale BBB

Canada scale P-2

Commercial paper A-1(LOW)