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6-K

Thomson Reuters Corp /Can/ (TRI)

6-K 2024-11-06 For: 2024-11-06
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number: 1-31349

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

19 DuncanStreet, Toronto

Ontario M5H 3H1, 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 ☒

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.

THOMSON REUTERS CORPORATION(Registrant)
By: /s/ Jennifer Ruddick
Name: Jennifer Ruddick
Title: Deputy Company Secretary

Date: November 6, 2024

EXHIBIT INDEX

Exhibit<br>Number Description
99.1 Management’s Discussion and Analysis
99.2 Unaudited Consolidated Financial Statements
99.3 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.4 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.6 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 99.1 - MANAGEMENT'S DISCUSSION AND ANALYSIS

Exhibit 99.1

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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 howwe 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 inconjunction with our consolidated interim financial statements for the three and nine months ended September 30, 2024, our 2023 annual consolidated financial statements and our 2023 annual management’s discussion and analysis. Thismanagement’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 statementsinclude, but are not limited to, our 2024 outlook, 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-lookingstatements, 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 thismanagement’s discussion and analysis. This management’s discussion and analysis is dated as of November 4, 2024.

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 3
Results of Operations – a comparison of our current and prior-year period results 4
Liquidity and Capital Resources– a discussion of our cash flow and debt 13
Outlook – our financial outlook, including material assumptions and material risks 18
Related Party Transactions– a discussion of transactions with our principal and controlling shareholder, Woodbridge, and other related<br>parties 20
Subsequent Events – a discussion of material events occurring after September 30, 2024 and through the date of this management’s discussion and<br>analysis 21
Changes in Accounting Policies – a discussion of changes in our accounting policies 21
Critical Accounting Estimates and Judgments– a discussion of critical estimates and judgments made by our management in <br>applying accounting policies 21
Additional Information– other required disclosures 21
Appendix– supplemental information 23

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.

Use of non-IFRS financial measures

In this management’s discussion and analysis, we discuss our results on 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. Refer to 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:

Term Definition
AI Artificial Intelligence
“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 1/100^th^ of 1%;<br>“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<br>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<br>current and equivalent prior-year period
EPS Earnings per share
LSEG London Stock Exchange Group plc
ML Machine Learning
n/a Not applicable
n/m Not meaningful
organic or organically A non-IFRS measure that represents changes in revenues of our existing businesses at constant currency. The metric<br>excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods
Woodbridge The Woodbridge Company Limited, our principal and controlling shareholder
YPL York Parent Limited, the entity that owned our LSEG shares, which is jointly owned by our company and the Blackstone<br>consortium. References to YPL also include its subsidiaries.
$ and US$ U.S. dollars

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Executive Summary

Our company

Thomson Reuters (NYSE / TSX: TRI) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. We serve professionals across legal, tax, accounting, compliance, government, and media. Our products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. For more information, visit tr.com.

We derive most of our revenues from selling information and software solutions, primarily 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 reflecting how we manage our businesses.

Third Quarter 2024 Revenues
Legal Professionals<br> <br>Serves law firms and governments with research and workflow products powered by emerging technologies, including generative AI, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools<br>and analytics. <br><br><br>LOGO<br><br> <br><br> <br><br> <br><br><br><br><br><br><br>LOGO<br>
Corporates<br><br><br>Serves corporate customers from small businesses to multinational organizations, including the seven largest global accounting firms, with our<br>full suite of content-driven technologies, including generative AI, providing integrated workflow solutions designed to help our customers digitally transform and achieve their business outcomes.
Tax & Accounting Professionals<br><br><br>Serves tax, audit, and accounting professionals’ firms (other than the seven largest, which are served by the Corporates segment) with<br>research and automated workflow products powered by emerging technologies, including generative AI.
Reuters News<br> <br>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<br>professionals exclusively via LSEG products.
Global Print<br><br><br>Provides legal and tax information primarily in print format to customers around the world.

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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 report “Corporate costs”, which includes expenses for centrally managed functions such as finance, legal and human resources.

Key Financial Highlights

Good revenue momentum continued in the third quarter. Our revenues increased 8% in total and 7% on an organic basis, compared to the prior year, driven by growth in recurring and transactions revenues from our “Big 3” and Reuters News segments. We continued to execute against our product roadmap and investment plans, including the launch of several new AI product capabilities and making enhancements to CoCounsel, our professional-grade generative AI assistant.

Due to our continued strong revenue performance, we raised our full-year 2024 outlook for organic revenue growth to approximately 7% for our total company and to approximately 8.5% for our “Big 3” segments. Refer to the “Outlook” section of this management’s discussion and analysis for further information.

Our operating profit, adjusted EBITDA and its related margin all decreased in the third quarter, which reflected higher costs associated with our investment plans and the impact of acquisitions. Operating profit decreased 6%, adjusted EBITDA decreased 4% and its related margin decreased to 35.3% from 39.6% in the prior-year period.

We acquired Safe Sign Technologies in September 2024 and Materia in October 2024, both of which complement our product roadmap and further accelerate our provision of generative AI tools for professionals. Safe Sign Technologies brings expertise in the development of legal-specific large language models while Materia developed and recently launched a generative AI assistant for accounting and tax professionals. Additionally, we announced a definitive agreement to sell our FindLaw business. Our capital capacity and liquidity remain a key asset to support further acquisitions and drive returns to shareholders. See the “Liquidity and Capital Resources” section of this management’s discussion and analysis for additional information.

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 incurredevenly throughout the year. However, at the segment level, revenues on a consecutive quarter basis can be impacted by seasonality, most notably in our Tax & Accounting business, where revenues tend to be concentrated in the first and fourthquarters.

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.

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Consolidated results

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars, except per share amountsand margins) 2024 Constant<br>Currency 2024 Constant<br>Currency
IFRS Financial Measures
Revenues **** 1,724 1,594 8% **** 5,349 4,979 7%
Operating profit **** 415 441 (6%) **** 1,387 1,774 (22%)
Diluted EPS **** 0.67 0.80 (16%) **** 3.59 4.31 (17%)
Non-IFRS Financial Measures
Revenues **** 1,724 1,594 8% 9% **** 5,349 4,979 7% 8%
Organic revenue growth 7% 8%
Adjusted EBITDA **** 609 632 (4%) (4%) **** 2,061 1,971 5% 5%
Adjusted EBITDA margin **** 35.3% 39.6% (430)bp (450)bp **** 38.5% 39.5% (100)bp (120)bp
Adjusted EBITDA less accrued capital expenditures **** 454 499 (9%) **** 1,624 1,592 2%
Adjusted EBITDA less accrued capital expenditures margin **** 26.2% 31.3% (510)bp **** 30.3% 31.9% (160)bp
Adjusted EPS **** 0.80 0.82 (2%) (2%) **** 2.76 2.53 9% 9%
“Big 3” Segments
Revenues **** 1,403 1,282 9% 10% **** 4,378 4,039 8% 9%
Organic revenue growth 9% 9%
Adjusted EBITDA **** 555 566 (2%) (2%) **** 1,852 1,784 4% 4%
Adjusted EBITDA margin **** 39.5% 44.0% (450)bp (460)bp **** 42.3% 44.0% (170)bp (180)bp

All values are in US Dollars.

Revenues

Three months endedSeptember 30, Nine months ended September 30,
Change Change
(millions of U.S. dollars) 2024 2023 Total ConstantCurrency Organic 2024 2023 Total Constant<br>Currency Organic
Recurring revenues **** 1,442 1,323 9% 10% 8% **** 4,288 3,969 8% 8% 8%
Transactions revenues **** 154 134 14% 14% 12% **** 686 602 14% 14% 14%
Global Print revenues **** 128 137 (7%) (6%) (6%) **** 375 408 (8%) (8%) (8%)
Revenues **** 1,724 1,594 8% 9% 7% **** 5,349 4,979 7% 8% 8%

Revenues in the third quarter increased 8% in total and 9% in constant currency due to growth in recurring and transactions revenues. Total revenue growth was positively impacted by the contribution from acquisitions. On an organic basis, total revenues increased 7%, driven by 8% growth in recurring revenues (84% of total revenues) and 12% growth in transactions revenues. Global Print revenues declined 6% on an organic basis.

Revenues in the nine-month period increased 7% in total and 8% in constant currency driven by growth in recurring and transactions revenues. The positive impact from the contribution of acquisitions on total revenue growth was offset by the loss of revenues from the divestiture of our Elite business. On an organic basis, total revenues increased 8%, driven by 8% growth in recurring revenues (80% of total revenues) and, to a lesser extent, 14% growth in transactions revenues. Global Print revenues declined 8% on an organic basis.

Revenues from the “Big 3” segments in the third quarter increased 9% in total and 10% in constant currency. On an organic basis, revenues increased 9%, driven by 9% growth in recurring revenues and 8% growth in transactions revenues. In the nine-month period, revenues from the “Big 3” segments increased 8% in total and 9% in constant currency. On an organic basis, revenues increased 9%, driven by 9% growth in recurring revenues and 10% growth in transactions revenues. The “Big 3” segments represented approximately 81% and 82% of our total revenues in the third quarter and nine-month period, respectively.

In both periods, foreign currency had a slightly negative impact on revenue growth, which was primarily due to the strengthening of the U.S. dollar against the Brazilian real and Argentine peso, partly offset by the weakening of the U.S. dollar against the British pound sterling.

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

Operating profit decreased 6% in the third quarter primarily as higher revenues were more than offset by higher costs, primarily related to acquisitions and growth investments in our business. Operating profit decreased 22% in the nine-month period primarily because the 2023 period included a $347 million gain on the sale of a majority stake in our Elite business.

In the third quarter, adjusted EBITDA, which included the impact from growth investments and acquisitions, decreased 4% and the related margin decreased to 35.3% from 39.6% in the prior-year period. The decrease in adjusted EBITDA was driven by a 2% decline in the “Big 3” segments and a 22% decline in Global Print. In the nine-month period, adjusted EBITDA, which excludes the gain on sale of Elite, as well as other items, increased 5% which reflected a 4% increase in the “Big 3” segments and a 37% increase in Reuters News, partly offset by a 16% decline in Global Print. The related margin decreased to 38.5% from 39.5% in the prior-year period. Foreign currency contributed 20bp to the year-over-year change in adjusted EBITDA margin in the third quarter and nine-month period, respectively.

Adjusted EBITDA less accrued capital expenditures and the related margin decreased in the third quarter due to lower adjusted EBITDA and higher accrued capital expenditures. In the nine-month period, adjusted EBITDA less accrued capital expenditures increased as higher adjusted EBITDA more than offset higher accrued capital expenditures. The related margins declined compared to the prior-year periods.

Operating expenses

Three months ended September 30, Nine months ended September 30,
Change Change
(millions of U.S. dollars) 2024 2023 Total Constant<br>Currency 2024 2023 Total Constant<br>Currency
Operating expenses **** 1,117 958 17% 16% **** 3,288 3,022 9% 10%
Remove fair value adjustments^(1)^ **** 6 **** 8 1
Operating expenses, excluding fair valueadjustments **** 1,117 964 16% 16% **** 3,296 3,023 9% 10%
(1) Fair value adjustments primarily represent gains or losses on intercompany balances that arise in<br>the ordinary course of business due to changes in foreign currency exchange rates.
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In both periods, operating expenses, excluding fair value adjustments, increased in total and on a constant currency basis primarily due to higher costs from acquisitions and investments, as well as higher compensation expenses associated with stronger performance. In the nine-month period, the increase in operating expenses was mitigated by lower costs due to the Elite divestiture in June 2023.

Depreciation and amortization

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 Change 2024 2023 Change
Depreciation **** 30 28 7% **** 87 87
Amortization of computer software
Internally developed **** 117 111 6% **** 349 329 6%
Acquisition-related **** 34 21 57% **** 109 48 124%
Total amortization of computer software **** 151 132 14% **** 458 377 22%
Amortization of other identifiable intangibleassets **** 21 24 (11%) **** 69 72 (4%)
^●^ Depreciation increased slightly in the third quarter and was unchanged in the nine-month period.
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^●^ Total amortization of computer software increased due to acquisitions and product development.
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^●^ Amortization of other identifiable intangible assets decreased in both periods as the completion of<br>amortization of assets acquired in previous years more than offset higher expenses associated with recent acquisitions.
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Other operating gains (losses), net

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 2024 2023
Other operating gains (losses),net **** 10 (11) **** (60) 353

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Other operating gains (losses), net, in the third quarter of 2024 and 2023 were not significant. Net other operating losses in the nine-month period of 2024 included an impairment of an equity method investment, which reflected a decline in the value of its commercial real estate holding, acquisition-related deal costs and costs related to a legal provision. Net other operating gains in the nine-month period of 2023 included a $347 million gain on the sale of a majority interest in our Elite business and a $23 million gain on the sale of a wholly-owned Canadian subsidiary to a company affiliated with Woodbridge.

Net interest expense

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 Change 2024 2023 Change
Net interest expense **** 21 32 (32%) **** 97 121 (19%)

Net interest expense decreased in both periods as a reduction in interest expense on commercial paper borrowings and from the repayment of our $600 million, 4.30% notes upon maturity in November 2023, more than offset the prior year $12 million interest benefit associated with the release of tax reserves. 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 costs (income)

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 2024 2023
Other finance costs(income) **** 32 (117) **** 8 75

In the third quarter of 2024, other finance costs primarily included net foreign exchange losses on intercompany funding arrangements. Other finance costs in the nine-month period of 2024 were not significant as net foreign exchange losses in the third quarter offset foreign exchange gains earlier in the year. In the third quarter of 2023, other finance income included gains of $67 million from foreign exchange contracts on instruments that were intended to reduce foreign currency risk on a portion of our indirect investment in LSEG, which was denominated in British pounds sterling, and net foreign exchange gains on intercompany funding arrangements. In the nine-month period of 2023, other finance costs included $68 million of losses from foreign exchange contracts, as well as net foreign exchange losses on intercompany funding arrangements.

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

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 2024 2023
YPL **** (167) **** 68 828
Other equity methodinvestments **** (8) (7) **** (23) (13)
Share of post-tax (losses) earnings inequity method investments **** (8) (174) **** 45 815

In May 2024, we sold our remaining LSEG shares that we had indirectly owned through YPL. We accounted for the investment in LSEG shares held by YPL at fair value, based on the share price of LSEG. As the investment in LSEG was denominated in British pounds sterling, we entered into a series of foreign exchange contracts to mitigate currency risk on our investment.

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Our share of post-tax earnings (losses) in our YPL investment was comprised of the following items:

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 2024 2023
(Decrease) increase in LSEG share price **** (111) **** (86) 587
Foreign exchange (losses) gains on LSEG shares **** (107) **** (3) 165
Dividend income **** 13 **** 6 58
Loss from forward contract **** **** (77)
(Loss) gain from call options **** (1) **** 22 (1)
Historical excluded equity adjustment^(1)^ **** 39 **** 129 96
YPL - Share of post-tax (losses) earnings inequity method investments **** (167) **** 68 828
(1) Represents income from the recognition of the remaining cumulative impact of equity transactions<br>that were excluded from our investment in YPL.
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Tax expense (benefit)

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 2024 2023
Tax expense (benefit) **** 77 (18) **** (258) 397

Tax expense in the third quarter of 2024 was $77 million. The net tax benefit in the nine-month period of 2024 included a $468 million benefit from the recognition of a deferred tax asset relating to new tax legislation enacted in Canada. The new legislation reduced our ability to deduct interest expense against our Canadian taxable income, thereby increasing Canadian taxable profits such that we now expect to utilize tax loss carryforwards and other tax attributes, which we had not previously recognized as a deferred tax asset.

In January 2024, we began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development and enacted by key jurisdictions in which we operate. These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of top-up taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. In the three and nine months ended September 30, 2024, we recorded $2 million and $9 million, respectively, of top-up tax expense which was attributable to our earnings in Switzerland.

Tax benefit in the third quarter of 2023 included $38 million of tax benefits related to our loss in equity method investments and $15 million of tax expense related to other finance income, primarily from gains on foreign exchange contracts related to our investment in LSEG. The third quarter of 2023 also included $61 million of benefits from the release of tax reserves due to the expiration of applicable statutes of limitation. Tax expense in the nine-month period of 2023 included $195 million of tax expense related to our earnings in equity method investments and $16 million of tax benefits related to other finance costs. The nine-month period also included benefits of $61 million from the release of tax reserves and $24 million from the settlement of a tax audit, as well as $78 million of expense related to the sale of a majority stake in Elite.

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

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 2024 2023
Tax (benefit) expense
Tax items impacting comparability:
Recognition of deferred tax<br>asset^(1)^ **** **** (468)
Discrete changes to uncertain tax positions^(2)^ **** (61) **** (15) (61)
Corporate tax laws and<br>rates^(3)^ **** **** 1
Deferred tax adjustments^(4)^ **** (2) (1) **** (4)
Subtotal **** (2) (62) **** (483) (64)
Tax related to:
Amortization of acquired computer software **** (7) (5) **** (24) (12)
Amortization of other identifiable intangible assets **** (5) (5) **** (16) (17)
Other operating gains (losses), net **** 3 (2) **** (9) 75
Other finance income (costs) **** 15 **** (8) (16)
Share of post-tax earnings (losses) in equity method investments **** 4 (38) **** 11 195
Other items **** 4 **** 1 2
Subtotal **** (5) **** (31) **** (45) 227
Total **** (7) **** (93) **** (528) 163
(1) Relates to new tax legislation enacted in Canada.
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(2) In 2024, relates to the release of tax reserves that are no longer required due to the settlement of<br>a tax dispute. In 2023, relates to tax reserves no longer required due to the expiration of statutes of limitation.
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(3) Relates primarily of adjustments to deferred tax balances due to changes in effective state tax<br>rates.
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(4) Relates primarily to adjustments to deferred tax assets attributable to a non-U.S. subsidiary.
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The items described above impact the comparability of our tax expense or benefit for each period, therefore, 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:

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 2024 2023
Tax expense (benefit) **** 77 (18) **** (258) 397
Remove: Items from above impacting comparability **** 7 93 **** 528 (163)
Other adjustment:
Interim period effective tax rate normalization^(1)^ **** (3) (2) **** 7 1
Total tax expense on adjustedearnings **** 81 73 **** 277 235
(1) Adjustment to reflect income taxes based on estimated full-year effective tax rates. Earnings or<br>losses for interim periods under IFRS generally reflect income taxes based on the estimated effective tax rates of each of the jurisdictions in which we operate. The non-IFRS adjustment reallocates estimated full-year income taxes between interim<br>periods, but has no effect on full-year income taxes.
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Results of discontinued operations

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 2024 2023
Earnings (loss) from discontinuedoperations, net of tax **** 24 (3) **** 35 21

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In all periods, earnings or losses from discontinued operations, net of tax, were primarily comprised of earnings or losses arising on a receivable balance from LSEG relating to a tax indemnity. The earnings or losses were due to changes in foreign exchange and interest rates. The nine-month period of 2024 also included benefits from the release of reserves that are no longer required due to settlements of tax disputes.

Net earnings and diluted EPS

Three months ended September 30, Nine months ended September 30,
Change
(millions of U.S. dollars, except per share<br>amounts) 2024 2023 Total Constant<br>Currency 2024 Constant<br>Currency
IFRS Financial Measures
Net earnings **** 301 367 (18%) **** 1,620 2,017 (20%)
Diluted EPS **** $0.67 $ 0.80 (16%) **** 3.59 4.31 (17%)
Non-IFRS FinancialMeasures^(1)^
Adjusted earnings **** 359 375 (5%) **** 1,247 1,183 5%
Adjusted EPS **** $0.80 $ 0.82 (2%) (2%) **** 2.76 2.53 9% 9%

All values are in US Dollars.

(1) Refer to Appendices A and B of this management’s discussion and analysis for additional<br>information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

Net earnings and diluted EPS decreased in the third quarter primarily due to higher income tax expense, as the prior-year period included the release of certain tax reserves. In the nine-month period net earnings and diluted EPS decreased primarily because the prior-year period included the gain on the sale of Elite, the release of certain tax reserves, and a significant increase in the value of the company’s investment in LSEG. These items were partly offset by a current year $468 million non-cash tax benefit related to tax legislation enacted in Canada.

Adjusted earnings and adjusted EPS in the third quarter, which excludes the release of certain tax reserves, as well as other adjustments, decreased as lower adjusted EBITDA and higher tax expense were partly offset by lower interest expense. Adjusted earnings and adjusted EPS in the nine-month period, which excludes the gain on sale of Elite, the change in value of our LSEG investment, the release of certain tax reserves and the non-cash tax benefit, as well as other adjustments, increased primarily due to higher adjusted EBITDA.

Diluted and adjusted EPS in both periods benefited from a reduction in weighted-average common shares outstanding due to share repurchases and, in the nine-month period, our June 2023 return of capital transaction.

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, 2024. 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

Three months ended September 30, Nine months ended September 30,
Change Change
(millions of U.S. dollars, except margins) 2024 2023 Total Constant<br>Currency Organic 2024 2023 Total Constant<br>Currency Organic
Recurring revenues **** 721 661 9% 9% 8% **** 2,121 2,000 6% 6% 8%
Transactions revenues **** 24 27 (12%) (11%) (11%) **** 72 107 (33%) (32%) (1%)
Revenues **** 745 688 8% 8% 7% **** 2,193 2,107 4% 4% 7%
Segment adjusted EBITDA **** 334 338 (1%) (1%) **** 1,003 1,001
Segment adjusted EBITDAmargin **** 44.9% 49.1% (420)bp (430)bp **** 45.7% 47.5% (180)bp (180)bp

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Revenues increased in total and in constant currency in the third quarter driven by organic revenue growth and a contribution from acquisitions. Revenues increased on both bases in the nine-month period driven by organic revenue growth. Acquisitions added to growth, but was more than offset by the loss of revenues from the divestiture of the Elite business in June of 2023.

On an organic basis, revenues grew 7% in both periods due to growth in recurring revenues led by Westlaw, CoCounsel, Practical Law, and the segment’s international businesses. The migration of customers from a Global Print product to Westlaw benefited the segment’s year-over-year revenue growth by $5 million in the third quarter and $14 million in the nine-month period. Recurring revenues represented 97% of Legal Professionals segment revenues in both periods. Transactions revenues declined organically in both periods.

Segment adjusted EBITDA decreased in the third quarter and was slightly higher in the nine-month period. The related margins declined in both periods. The performance in both periods reflected an increase in costs, which included higher investments. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 10bp in the third quarter, but had no impact in the nine-month period.

Corporates

Three months endedSeptember 30, Nine months ended September 30,
Change Change
(millions of U.S. dollars, except margins) 2024 2023 Total Constant<br>Currency Organic 2024 2023 Total Constant<br>Currency Organic
Recurring revenues **** 390 349 12% 12% 9% **** 1,142 1,015 12% 12% 10%
Transactions revenues **** 47 42 12% 12% 13% **** 244 203 21% 21% 11%
Revenues **** 437 391 12% 12% 10% **** 1,386 1,218 14% 14% 10%
Segment adjusted EBITDA **** 162 164 (1%) (2%) **** 518 481 8% 7%
Segment adjusted EBITDAmargin **** 36.8% 41.9% (510)bp (520)bp **** 37.2% 39.4% (220)bp (230)bp

Revenues increased in total and in constant currency in both periods and included a contribution from our acquisition of Pagero. On an organic basis, revenues grew 10% in both periods due to growth in recurring and transactions revenues. Recurring organic revenue growth was driven by Practical Law, Direct and Indirect Tax, Clear and the segment’s international businesses. Recurring revenues represented 89% of Corporates segment revenues in the third quarter and 82% of segment revenues in the nine-month period. Transactions organic revenue growth was driven by growth from the Trust, Direct Tax, Confirmation and segment’s international businesses.

Segment adjusted EBITDA decreased slightly in the third quarter and increased in the nine-month period. The related margins declined in both periods. The performance in both periods reflected higher investments and the impact of the Pagero acquisition. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 10bp in both periods.

Tax & Accounting Professionals

Three months ended September 30, Nine months ended September 30,
Change Change
(millions of U.S. dollars, except margins) 2024 2023 Total Constant<br>Currency Organic 2024 2023 Total Constant<br>Currency Organic
Recurring revenues **** 170 160 7% 10% 10% **** 548 503 9% 11% 11%
Transactions revenues **** 51 43 16% 16% 13% **** 251 211 19% 19% 13%
Revenues **** 221 203 9% 11% 10% **** 799 714 12% 14% 12%
Segment adjusted EBITDA **** 59 64 (7%) (5%) **** 331 302 10% 11%
Segment adjusted EBITDAmargin **** 26.8% 31.2% (440)bp (430)bp **** 41.5% 41.6% (10)bp (20)bp

Revenues increased in total and in constant currency in both periods, which included a contribution from the acquisition of SurePrep in the prior year. On an organic basis, revenues increased in both periods due to growth in both recurring and transactions revenues. Recurring organic revenue growth was led by the Latin America business and UltraTax products. The nine-month period also benefited from revenue growth in the segment’s audit products. Recurring revenues represented 77% of Tax & Accounting Professionals segment revenues in the third quarter and 69% of segment revenues in the nine-month period. Transactions organic revenue growth was driven by UltraTax, Confirmation and segment’s international businesses. The nine-month period also benefited from seasonal revenue growth at SurePrep earlier in the year.

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Segment adjusted EBITDA and the related margin decreased in the third quarter primarily due to higher investments. In the nine-month period, segment adjusted EBITDA increased, but the related margin declined slightly. The performance in the nine-month period was driven by higher revenues, which more than offset higher expenses, including the investments. Foreign currency had a 10bp negative impact on the year-over-year change in segment adjusted EBITDA margin in the third quarter, but benefited the year-over-year change in the nine-month period by 10bp.

The Tax & Accounting Professionals segment is the company’s most seasonal business with approximately 60% of full-year revenues typically generated in the first and fourth quarters. As a result, the margin performance of this segment has been generally higher in the first and fourth quarters as costs are typically incurred in a more linear fashion throughout the year.

Reuters News

Three months endedSeptember 30, Nine months ended September 30,
Change Change
(millions of U.S. dollars, except margins) 2024 2023 Total Constant<br>Currency Organic 2024 2023 Total Constant<br>Currency Organic
Recurring revenues **** 167 158 6% 6% 4% **** 495 468 6% 6% 4%
Transactions revenues **** 32 22 45% 41% 35% **** 119 81 47% 47% 39%
Revenues **** 199 180 10% 10% 8% **** 614 549 12% 12% 9%
Segment adjusted EBITDA **** 40 37 10% 14% **** 151 111 37% 39%
Segment adjusted EBITDAmargin **** 20.4% 20.4% 70bp **** 24.6% 20.1% 450bp 460bp

Revenues increased in total and in constant currency in both periods, which included a positive impact from acquisitions. On an organic basis, revenue growth in both periods was led by generative AI related content licensing revenue, including certain amounts that were largely transactional. Additionally, revenues increased due to a contractual price increase from the segment’s news agreement with the Data & Analytics business of LSEG.

Reuters News and LSEG’s Data & Analytics business have an agreement pursuant to which Reuters News supplies news and information services to LSEG through October 1, 2048. In the nine months of 2024, Reuters News recorded revenues of $288 million under this agreement, compared to $276 million in the prior-year period.

Segment adjusted EBITDA increased in the third quarter primarily due to higher revenues. The related margin was unchanged, as the year-over-year change included a 70bp negative impact from foreign currency. In the nine-month period, segment adjusted EBITDA and the related margin increased primarily due to higher revenues. Foreign currency had a negative impact on the year-over-year change in segment adjusted EBITDA margin of 10bp in the nine-month period.

Global Print

Three months endedSeptember 30, Nine months ended September 30,
Change Change
(millions of U.S. dollars, except margins) 2024 2023 Total Constant<br>Currency Organic 2024 2023 Total Constant<br>Currency Organic
Revenues **** 128 137 (7%) (6%) (6%) **** 375 408 (8%) (8%) (8%)
Segment adjusted EBITDA **** 43 55 (22%) (21%) **** 133 158 (16%) (16%)
Segment adjusted EBITDAmargin **** 33.1% 39.6% (650)bp (640)bp **** 35.5% 38.6% (310)bp (330)bp

Revenues decreased in total, in constant currency, and on an organic basis in both periods, in line with our expectations. The revenue declines in both periods included the impact of the migration of customers from a global print product to Westlaw. Excluding the impact of this migration, Global Print revenues declined 3% in the third quarter and 5% in the nine-month period on an organic basis.

Segment adjusted EBITDA and the related margin declined in both periods primarily due to the impact of lower revenues. Foreign currency had a 10bp negative impact on the year-over-year change in segment adjusted EBITDA margin in the third quarter, but benefited the year-over-year change in the nine-month period by 20bp.

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Corporate costs

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 2024 2023
Corporate costs **** 29 26 **** 75 82

Corporate costs increased in the third quarter primarily due to higher costs in certain corporate functional areas. The decrease in the nine-month period included a benefit from foreign currency.

Liquidity and CapitalResources

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.

In the first nine months of 2024, we received gross proceeds of $1.9 billion in connection with the sale of our remaining 16.0 million LSEG shares. We acquired Pagero and World Business Media for an aggregate amount of $822 million. Pagero is a global leader in e-invoicing and indirect tax solutions and World Business Media is a cross-platform, subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry. Additionally, we repaid the remaining $242 million balance of our $450 million, 3.85% notes upon maturity and repurchased $639 million of our common shares to complete our plan to repurchase up to $1.0 billion of our common shares as announced on November 1, 2023. Refer to the “Share repurchases – Normal Course Issuer Bid (NCIB)” subsection below for additional information.

Our capital strategy approach has provided us with a strong capital structure and liquidity position. Our disciplined approach and cash generative business model have allowed us to weather economic volatility in recent years caused by macroeconomic and geopolitical factors, while continuing to invest in our business. While we are closely monitoring the global disruption caused by Russia’s invasion of Ukraine and the ongoing conflict in the Middle East, our operations in those regions 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 continue to target (i) a maximum leverage ratio of 2.5x net debt to adjusted EBITDA (ii) a pay out of 50% to 60% of our expected free cash flow as dividends to our shareholders (iii) a return of at least 75% of our annual free cash flow to our shareholders in the form of dividends and share repurchases; and (iv) to earn a return on invested capital (ROIC) that is double or more of our weighted-average cost of capital over time.

As of September 30, 2024, we had $1.7 billion of cash on hand, which includes a portion of the proceeds from the sale of our LSEG shares. As a result, our net debt to adjusted EBITDA leverage ratio as of September 30, 2024 was 0.5:1, significantly lower than our target of 2.5:1. As calculated under our credit facility covenant, our net debt to adjusted EBITDA leverage ratio as of September 30, 2024 was 0.4:1, which is also well below the maximum leverage ratio allowed under the credit facility of 4.5:1. Our next scheduled debt repayment is in May 2025 when our C$1.4 billion, 2.239% notes mature.

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.

Certaininformation above 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”.

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Cash flow

Summary of consolidated statement of cash flow

Three months ended September 30, Nine months ended September 30,
(millions of U.S. dollars) 2024 2023 Change 2024 2023 Change
Net cash provided by operatingactivities **** 756 674 **** 1,893 1,636
Net cash (used in) provided by investingactivities **** (206) 435 **** 749 3,736
Net cash used in financingactivities **** (492) (1,449) **** (2,207) (3,924)
Translationadjustments **** 3 (2) **** (2) (1)
Increase (decrease) in cash and cashequivalents **** 61 (342) **** 433 1,447
Cash and cashequivalents at beginning of period **** 1,670 2,858 **** 1,298 1,069
Cash and cashequivalents at end of period **** 1,731 2,516 **** 1,731 2,516
Non-IFRS Financial Measure^(1)^
Free cashflow **** 591 529 **** 1,403 1,258

All values are in US Dollars.

(1) Refer to Appendices A and B of this management’s discussion and analysis for additional<br>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 by $82 million in the third quarter primarily due to certain component changes in working capital. In the nine-month period, net cash provided by operating activities increased $257 million as the cash benefits from higher revenues more than offset investment spending. The nine-month period of 2023 also included $80 million of payments related to our Change Program, which we completed in 2022.

Investing activities. In the third quarter of 2024, net cash used in investing activities primarily included $149 million of capital expenditures and $65 million of taxes paid on LSEG share sales. In the nine-month period, cash provided by investing activities included proceeds from sales of LSEG shares of $1,854 million, which more than offset $202 million of tax payments associated with the LSEG share sales as well as sales of certain businesses, capital expenditures of $446 million and acquisition spend of $492 million, primarily related to the purchase of Pagero and World Business Media. We spent an additional $384 million to acquire the remaining portion of Pagero from minority shareholders, which is reflected in financing activities below.

In 2023, net cash provided by investing activities included $1,517 million and $5,393 million, in the third quarter and nine-month period, respectively, in proceeds from the sales of LSEG shares and $13 million and $58 million in the third quarter and nine-month period, respectively, in dividends from our LSEG investment. The nine-month period also included $418 million in proceeds from the sale of a majority stake in our Elite business. These inflows were partly offset by $273 million and $543 million in taxes paid on the sales of LSEG shares and certain other businesses, $145 million and $412 million of capital expenditures, and $678 million and $1,201 million of acquisition spending in the third quarter and nine-month period, respectively. Both periods included spending related to the acquisitions of Casetext, Inc., which uses artificial intelligence and machine learning to enable legal professionals to work more efficiently, and Imagen Ltd, a media asset management company. The nine-month period also included the acquisition of SurePrep, a provider of tax automation software and services.

Financing activities. In the third quarter and nine-month period of 2024, net cash used in financing activities included debt repayments of $242 million and $290 million, and dividend payments to our common shareholders of $236 million and $708 million, respectively. Debt repayments in the nine-month period included $48 million for the repayment of Pagero’s outstanding debt. The nine-month period also included $139 million of net payments under our commercial paper program, $639 million of share repurchases and $384 million for the purchase of shares from Pagero’s minority shareholders.

In 2023, net cash used in financing activities reflected net repayments of borrowings under our commercial paper program of $1,214 million and $443 million in the third quarter and nine-month period, respectively. Each period also included returns to our common shareholders. The third quarter included $218 million of dividend payments. The nine-month period included $2,045 million through a return of capital and share consolidation transaction, $672 million of dividends and $718 million in share repurchases. Refer to the “Commercial paper program”, “Dividends”, “Share repurchases– Normal Course Issuer Bid (NCIB)” and “Return of capital and share consolidation” subsections below for additional information.

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Cash and cash equivalents. Cash and cash equivalents as of September 30, 2024 were higher compared to December 31, 2023 primarily due to net proceeds from the sale of our remaining 16.0 million LSEG shares.

Free cash flow. Free cash flow increased in both periods as the increase in cash flow from operating activities more than offset higher capital expenditures and lower cash flows from other investing activities. Other investing activities in the nine-month period of 2023 included proceeds from the sale of a subsidiary to a company affiliated with Woodbridge.

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<br>flexible short-term funding. There was no commercial paper outstanding as of September 30, 2024 (December 31, 2023 - $130 million). Issuances of commercial paper reached a peak of $900 million during the first nine months of 2024.
^●^ Credit facility. We have a $2.0 billion syndicated credit facility agreement which matures in<br>November 2027 and 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 September 30, 2024 and<br>December 31, 2023. Based on our current credit ratings, the cost of borrowing under the facility is priced at the Term Secured Overnight Financing Rate (SOFR)/Euro Interbank Offered Rate (EURiBOR)/Simple Sterling Overnight Index Average (SONIA)<br>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<br>debt rating is downgraded by at least two of Moody’s, S&P or Fitch, our facility fees and borrowing costs could increase, although availability would be unaffected. Conversely, an upgrade in our ratings may reduce our facility fees and<br>borrowing costs. We also monitor the lenders that are party to our facility and believe they continue to be able to lend to us.
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We guarantee borrowings by our subsidiaries under the credit facility. We must also maintain a ratio<br>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<br>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, we may elect, subject to notification, to<br>temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1.<br>As of September 30, 2024, we complied with this covenant as our ratio of net debt to EBITDA, as calculated under the terms of our syndicated credit facility was 0.4:1.
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^●^ Long-term debt. In September 2024, we repaid the remaining $242 million balance of our $450<br>million, 3.85% notes with cash on hand upon maturity.
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In June 2024, we filed a new base shelf prospectus pursuant to which Thomson Reuters Corporation and<br>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 19, 2026. Any debt securities issued by TR Finance LLC will be fully and unconditionally<br>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<br>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<br>issued any debt securities under the prospectus. Please refer to Appendix D of this management’s discussion and analysis for condensed consolidating financial information of the Company, including TR Finance LLC and the subsidiary guarantors.
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^●^ Credit ratings. Our access to financing depends on, among other things, suitable market<br>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<br>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.
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In May 2024, S&P Global Ratings upgraded our long-term debt to BBB+ from BBB.
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The following table sets forth the credit ratings from rating agencies in respect of our outstanding<br>securities as of the date of this management’s discussion and analysis:
Moody’s S&P Global Ratings DBRS Limited Fitch
--- --- --- --- ---
Long-term debt Baa1 BBB+ BBB (high) BBB+
Commercial paper P-2 A-2 R-2 (high) F1
Trend/Outlook Stable Stable Stable Stable
These credit ratings are not recommendations to purchase, hold, or sell securities and do not<br>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 ensure that our credit ratings will not be lowered in<br>the future or that rating agencies will not issue adverse commentaries regarding our securities.
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^●^ Dividends. Dividends on our common shares are declared in U.S. dollars. In February 2024, we<br>announced a 10% or $0.20 per share increase in the annualized dividend rate to $2.16 per common share (beginning with the common share dividend that we paid in March 2024). In our consolidated statement of cash flow, dividends paid on common shares<br>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<br>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. In the second quarter of 2023, we temporarily<br>suspended our DRIP in advance of the return of capital transaction and paid such dividends in cash. The DRIP resumed after the completion of the return of capital transaction. Refer to the “Return of capital and share consolidation”<br>subsection below for additional information.
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Details of dividends declared per common share and dividends paid on common shares are as follows:
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Three months ended September 30, Nine months ended September 30,
--- --- --- --- --- --- --- --- ---
(millions of U.S. dollars, except per<br>share<br>  amounts) 2024 2023 2024 2023
Dividendsdeclared per common share $ 0.54 $ 0.49 $ 1.62 $ 1.47
Dividends declared **** 243 224 **** 730 686
Dividendsreinvested **** (7) (6) **** (22) (14)
Dividendspaid **** 236 218 **** 708 672
^●^ Share repurchases – Normal Course Issuer Bid (NCIB). We buy back shares (and subsequently<br>cancel them) from time to time as part of our capital strategy. On November 1, 2023, we announced that we planned to repurchase up to $1.0 billion of our common shares. In May 2024, we completed this plan.
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Details of share repurchases were as follows:
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Nine months ended September 30,
--- --- --- --- ---
2024 2023
Share repurchases (millions of U.S.dollars) **** 639 718
Shares repurchased (number inmillions) **** 4.1 6.0
Sharerepurchases – average price per<br><br><br>share in U.S. dollars $ 156.92 $ 120.10
^●^ Return of capital and share consolidation. In June 2023, we returned approximately $2.0 billion<br>to our shareholders through a return of capital transaction, which was funded from the proceeds of our company’s dispositions of LSEG shares. The transaction consisted of a cash distribution of $4.67 per common share and a share consolidation,<br>or “reverse stock split”, at a ratio of 1 pre-consolidated share for 0.963957 post-consolidated shares. Shareholders who were subject to income tax in a jurisdiction other than Canada were given the opportunity to opt-out of the<br>transaction. The share consolidation was proportional to the cash distribution and the share consolidation ratio was based on the volume weighted-average trading price of the shares on the NYSE for the five-trading day period immediately preceding<br>June 23, 2023, the effective date for the return of capital transaction. Woodbridge, our principal shareholder, participated in this transaction. As a result of the share consolidation, our company’s outstanding common shares were reduced<br>by 15.8 million common shares.
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Financial position

Our total assets of $18.4 billion as of September 30, 2024 did not significantly change compared to $18.7 billion of total assets as of December 31, 2023.

As of September 30, 2024, our current liabilities exceeded our current assets primarily 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.

Net debt and leverage ratio of net debt to adjusted EBITDA

September 30, December 31,
(millions of U.S. dollars) 2024 2023
Net debt^(1)^ **** 1,406 2,207
Leverage ratio of net debt to adjustedEBITDA
Adjusted EBITDA^(1)^ **** 2,768 2,678
Net debt /adjusted EBITDA^(1)^ **** 0.5:1 0.8:1
(1) Amounts represent non-IFRS financial measures. For additional information about our liquidity, we<br>provide our leverage ratio of net debt to adjusted EBITDA. 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<br>comparable IFRS financial measures.
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Our leverage ratio of net debt to adjusted EBITDA was well below our target ratio of 2.5:1. Net debt decreased due to the increase in cash and cash equivalents (refer to the “Cash Flow” section of this management’s discussion and analysis for additional information). As of September 30, 2024, our total debt position (after swaps) was $2.8 billion.

The maturity dates for our term debt are well balanced with no significant concentration in any one year. As of September 30, 2024, the average maturity of our term debt of $2.8 billion was approximately eight years at an average interest rate (after swaps) of slightly over 4%, all of which is fixed.

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 2023 annual management’s discussion and analysis. There were no material changes to these arrangements, commitments and contractual obligations during the nine months ended September 30, 2024.

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, privacy and data protection matters, defamation matters and intellectual property infringement matters. The outcome of all the matters against us is subject to future resolution, including uncertainties of litigation. Litigation outcomes are difficult to predict with certainty due to various factors, including but not limited to: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories and procedures and their resolution by the courts, at both trial and appellate levels; and the unpredictable nature of opposing parties. 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.

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.

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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 December 31, 2023, we paid $430 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, 2017 and 2018 taxation years of certain of our current and former U.K. affiliates. We do not believe these current and former U.K. affiliates fall within the scope of the DPT regime. Because we believe our position is supported by the weight of law, we intend to vigorously defend our position and will continue contesting these assessments through all available administrative and judicial remedies. As the assessments largely relate to businesses that we have sold, the majority are subject to indemnity arrangements under which we have been required to pay additional taxes to HMRC or the indemnity counterparty.

We do not believe that the resolution of these matters will have a material adverse effect on our financial condition taken as a whole. Payments made by us are not a reflection of our view on the merits of the case. As we expect to receive refunds of substantially all of the aggregate of amounts paid pursuant to these notices of assessment, we have recorded substantially all of these payments as non-current receivables from HMRC or the indemnity counterparty, in our financial statements.

Guarantees

We have an investment in 3 Times Square Associates LLC (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 our 2023 annual report, whichcontains 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 “AdditionalInformation—Cautionary Note Concerning Factors That May Affect Future Results”.

In February 2024, we communicated our financial outlook for the year and have updated it each quarter as shown in the table below. In November 2024, we raised our organic revenue growth outlook to approximately 7% for our total company and to approximately 8.5% for our “Big 3” segments. The update reflects the continued strong performance of our business during the first nine months of the year. We maintained the outlook for all other measures including total revenue growth outlook which is unchanged despite the higher organic revenue growth due to the impact of the FindLaw divestiture.

The following table sets forth our updated 2024 outlook and our full-year 2023 actual results, which includes non-IFRS financial measures. Our updated 2024 outlook:

^●^ Assumes constant currency rates relative to 2023; and
^●^ Does not factor in the impact of any other acquisitions or divestitures that may occur in future<br>periods.
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We believe this type of guidance provides useful insight into the anticipated performance of our business.

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We continue to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth and an evolving interest rate and inflationary backdrop. Any worsening of the global economic or business environment, among other factors, could impact our ability to achieve our outlook.

Total Thomson Reuters 2023Actual 2024 Outlook2/8/2024 2024 Outlook5/2/2024 2024 Outlook8/1/2024 2024 Outlook11/5/2024
Revenue growth 3% ~ 6.5% 6.5% - 7.0% ~ 7.0% Unchanged
Organicrevenue growth^(1)^ 6% ~ 6.0% 6.0% - 6.5% ~ 6.5% ~7.0%
Adjusted EBITDA margin^(1)^ 39.3% ~ 38% Unchanged Unchanged Unchanged
Corporatecosts $115 million $120 - $130 million Unchanged Unchanged Unchanged
Free cash flow^(1)^ $1.9 billion ~ $1.8 billion Unchanged Unchanged Unchanged
Accrued capitalexpenditures as a percentage of revenues^(1)^ 7.8% ~8.5% Unchanged Unchanged Unchanged
Depreciation and amortization of computer software $628 million $730 - $750 million Unchanged Unchanged Unchanged
Depreciation and amortization of internally developedsoftware $556 million $595 - $615<br>million Unchanged $580 - $600 million Unchanged
Amortization of acquiredsoftware $72<br>million ~ $135 million Unchanged ~ $150 million Unchanged
Interest expense^(2)^ $164 million $150 - $170 million Unchanged $125 - $145 million Unchanged
Effective tax rate onadjusted earnings^(1)^ 16.5% ~ 18% Unchanged Unchanged Unchanged
“Big 3” Segments^(1)^ 2023 Actual 2024 Outlook2/8/2024 2024 Outlook5/2/2024 2024 Outlook8/1/2024 2024 Outlook11/5/2024
Revenue growth 3% ~ 8.0% 8.0% - 8.5% ~ 8.5% Unchanged
Organicrevenue growth 7% ~ 7.5% 7.5% - 8.0% ~ 8.0% ~ 8.5%
Adjusted EBITDAmargin 43.8% ~ 43% Unchanged Unchanged Unchanged
(1) Non-IFRS financial measures. Refer to Appendices A and B of this management’s discussion and<br>analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.
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(2) 2023 actual excludes a $12 million interest benefit associated with the release of tax reserves that<br>is removed from adjusted earnings.
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We expect our fourth-quarter 2024 organic revenue growth rate to be approximately 5% and our adjusted EBITDA margin to be approximately 37%. We expect a 1% negative impact in our fourth-quarter organic revenue growth rate, attributable to strong transactional revenue of $18 million from generative AI content licensing in our Reuters News segment during the same period last year. We also expect a moderation of revenue growth from our Corporates and Tax & Accounting Professionals segments, due primarily to the seasonal mix of revenues.

The following table summarizes our material assumptions and risks that may cause actual performance to differ from our expectations underlying our financial outlook.

Revenues
Material assumptions Material risks
^●^ Uncertain macroeconomic and geopolitical conditions will continue to disrupt the economy and cause periods of volatility<br><br><br><br> <br>^●^ Continued need for trusted products and services that help customers navigate evolving and complex legal,<br>tax, accounting, regulatory, geopolitical and commercial changes, developments and environments, and for cloud-based digital tools that drive productivity<br> <br><br><br><br>^●^ Continued ability to deliver innovative products that meet evolving customer demands<br> <br><br><br><br>^●^ Acquisition of new customers through expanded and improved digital platforms, simplification of the product portfolio and through other sales initiatives<br><br><br><br> <br>^●^ Improvement in customer retention through commercial simplification efforts and customer service<br>improvements ^●^ Ongoing geopolitical instability and uncertainty regarding interest rates and inflation continue to impact the global economy. The severity and duration of any one, or a<br>combination, of these conditions could impact the global economy and lead to lower demand for our products and services (beyond our assumption that these disruptions will cause periods of volatility)<br><br><br><br> <br>^●^ Uncertainty in the legal regulatory regime relating to AI. Potential future legislation may make it harder<br>for us to conduct business using AI, lead to regulatory fines or penalties, require us to change product offerings or business practices, or prevent or limit our use of AI<br><br><br><br> <br>^●^ Demand for our products and services could be reduced by changes in customer buying patterns, or our<br>inability to execute on key product design or customer support initiatives<br> <br><br><br><br>^●^ Competitive pricing actions and product innovation could impact our revenues<br> <br><br><br><br>^●^ Our sales, commercial simplification and product design initiatives may be insufficient to retain customers or generate new sales

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Adjusted EBITDA margin ****
Material assumptions Material risks
^●^ Our ability to achieve revenue growth targets<br><br><br><br> <br>^●^ Business mix continues to shift to higher-growth product offerings<br><br><br><br> <br>^●^ Integration expenses associated with recent acquisitions will reduce margins ^●^ Same as the risks above related to the revenue outlook<br><br><br><br> <br>^●^ Higher than expected inflation may lead to greater than anticipated increase in labor costs, third-party<br>supplier costs and costs of print materials<br> <br><br> <br>^●^ Acquisition and disposal activity may dilute adjusted EBITDA margin
Free Cash Flow
Material assumptions Material risks
^●^ Our ability to achieve our revenue and adjusted EBITDA margin targets<br><br><br><br> <br>^●^ Accrued capital expenditures expected to approximate 8.5% of revenues in 2024 ^●^ Same as the risks above related to the revenue and adjusted EBITDA margin outlook<br><br><br><br> <br>^●^ A weaker macroeconomic environment could negatively impact working capital performance, including the<br>ability of our customers to pay us<br> <br><br> <br>^●^ Accrued capital expenditures may be higher than currently expected<br><br><br><br> <br>^●^ The timing and amount of tax payments to governments may differ from our expectations
Effective tax rate on adjusted earnings
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Material assumptions Material risks
^●^ Our ability to achieve our adjusted EBITDA target<br><br><br><br> <br>^●^ The mix of taxing jurisdictions where we recognized pre-tax profit or losses in 2023 does not significantly<br>change in 2024<br> <br><br> <br>^●^ Minimal changes in currently enacted tax laws and treaties within the jurisdictions where we<br>operate<br> <br><br> <br>^●^ Significant gains that will prevent the imposition of certain minimum taxes<br><br><br><br> <br>^●^ No significant charges or benefits from the finalization of prior tax years<br><br><br><br> <br>^●^ Depreciation and amortization of internally developed computer software of $580 - $600 million in<br>2024<br> <br><br> <br>^●^ Interest expense of $125 - $145 million in 2024 ^●^ Same as the risks above related to adjusted EBITDA<br><br><br><br> <br>^●^ A material change in the geographical mix of our pre-tax profits and losses<br><br><br><br> <br>^●^ A material change in current tax laws or treaties to which we are subject, and did not expect<br><br><br><br> <br>^●^ Depreciation and amortization of internally developed computer software as well as interest expense may be<br>significantly higher or lower than expected

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. Additionally, we cannot reasonably predict the occurrence or amount of other operating gains and losses, which generally arise from business transactions we do not currently anticipate.

Related Party Transactions

As of November 4, 2024, our principal shareholder, Woodbridge, beneficially owned approximately 70% of our common shares.

Transactions with YPL

In the first nine months of 2024, we received $1.8 billion of dividends from YPL related to the sale of our remaining indirectly owned LSEG shares. See the “Results of Operations” and “Liquidity and Capital Resources” sections of this management’s discussion and analysis for additional information.

Transactions with 3XSQ Associates

We follow the equity method of accounting for our investment in 3XSQ Associates. In the nine months ended September 30, 2024, we contributed $10 million in cash pursuant to a capital call. We also paid approximately $3 million of rent to 3XSQ Associates for office space in the building.

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Except for the above transactions, there were no new significant related party transactions during the first nine months of 2024. Refer to the “Related Party Transactions” section of our 2023 annual management’s discussion and analysis, which is contained in our 2023 annual report, as well as note 32 of our 2023 annual consolidated financial statements for information regarding related party transactions.

Subsequent Events

Acquisition

On October 22, 2024, we announced that we acquired Materia, a U.S.-based startup that specializes in the development of an agentic AI assistant for the tax, audit and accounting profession. We are in the process of allocating the purchase consideration to the assets and liabilities assumed for accounting purposes.

Sale Agreement

On October 3, 2024, we announced the signing of a definitive agreement to sell our FindLaw business. FindLaw operates an online legal directory and provides website creation and hosting services, law firm marketing solutions, and peer rating services. The sale is expected to close in the fourth quarter of 2024 contingent on receiving regulatory approvals and satisfaction of other customary closing conditions. We expect to record a gain on this transaction.

Changes in Accounting Policies

Please refer to the “Changes in Accounting Policies” section of our 2023 annual management’s discussion and analysis, which is contained in our 2023 annual report, for information regarding changes in accounting policies. Since the date of our 2023 annual management’s discussion and analysis, there have not been any significant changes to our accounting policies. Refer to note 1 of our consolidated interim financial statements for the three and nine months ended September 30, 2024 for information regarding recent accounting pronouncements.

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 expectations of future events that are believed to be reasonable under the circumstances. Please refer to the “Critical Accounting Estimates and Judgments” section of our 2023 annual management’s discussion and analysis, which is contained in our 2023 annual report, for additional information. Since the date of our 2023 annual management’s discussion and analysis, there have not been any significant changes to our critical accounting estimates and judgments.

We continue to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth and an evolving interest rate and inflationary backdrop, among other factors. While we are closely monitoring these conditions to assess potential impacts on our businesses, some of management’s estimates and judgments may be more variable and may change materially in the future due to the significant uncertainty created by these circumstances.

Additional Information

Disclosure controls and procedures

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in applicable U.S. and Canadian securities law) as of the end of the period covered by this management’s discussion and analysis, have concluded that our disclosure controls and procedures were effective to ensure that all information that we are required to disclose in reports that we file or furnish under the U.S. Securities Exchange Act and applicable Canadian securities law is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and Canadian securities regulatory authorities; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Internal control overfinancial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

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There was no change in our internal control over financial reporting during the third quarter of 2024 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Share capital

As of November 4, 2024, we had outstanding 449,916,530 common shares, 6,000,000 Series II preference shares, 1,226,422 stock options and a total of 1,330,500 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.

Public securities filings and regulatory announcements

You may access other information about our company, including our 2023 annual report (which contains information required in an annual information form) and our other disclosure documents, reports, statements or other information that we file with the Canadian securities regulatory authorities through SEDAR at sedarplus.ca and in the United States with the Securities and Exchange Commission (SEC) at sec.gov.

Cautionary note concerning factors that may affect future results

Certain statements in this management’s discussion and analysis are forward-looking, including, but not limited to, ourbusiness outlook, as well as statements related to the sale of the Company’s FindLaw business and those regarding the Company’s intentions to target a maximum leverage ratio of 2.5x net debt to adjusted EBITDA, a dividend payout ratio ofbetween 50% to 60% of its free cash flow, its target to return at least 75% of free cash flow annually in the form of dividends and share repurchases, as well as its target to earn a return on invested capital (ROIC) that is double or more of itsweighted-average cost of capital over time, the Company’s expectations regarding refunds on amounts paid to HMRC, the Company’s intentions with respect to utilization of tax loss carryforwards and other tax attributes, and otherexpectations regarding the Company’s strategic priorities, initiatives and opportunities, and its liquidity and capital resources. The words “will”, “expect”, “believe”, “target”, “estimate”,“could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While we believe that we have a reasonable basis for making forward-looking statementsin this management’s discussion and analysis, they are not a guarantee of future performance or outcomes or that any other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number ofrisks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond our company’s control and the effects of them can bedifficult to predict. In particular, the full extent of the impact of macroeconomic and geopolitical environment on the Company’s business, operations and financial results will depend on numerous evolving factors that we may not be able toaccurately predict.

Certain factors that could cause actual results or events to differ materially from current expectations arediscussed in the “Outlook” section above. Additional factors are discussed in the “Risk Factors” section of our 2023 annual report and in materials that we from time to time file with, or furnish to, the Canadian securitiesregulatory authorities and the U.S. Securities and Exchange Commission. Many of those risks are, and could be, exacerbated by a worsening of the global geopolitical, business and economic environments. There is no assurance that any forward-lookingstatement will materialize.

The Company’s business outlook is based on information currently available to the Company and isbased 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 areappropriate under the circumstances.

The Company has provided a business outlook for the purpose of presenting information aboutcurrent expectations for the periods presented. 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 thismanagement’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.

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 of this management’s discussion and analysis.

How We Define It Why We Use It and Why It Is UsefultoInvestors Most DirectlyComparableIFRS Measure
Adjusted EBITDA and the related margin
Represents earnings or losses from continuing operations before tax expense or benefit, net interest<br>expense, other finance costs or income, depreciation, amortization of computer software and other identifiable intangible assets, our share of post-tax earnings or losses in equity method investments, other operating gains and losses, certain asset<br>impairment charges and fair value adjustments, including those related to acquired deferred revenue.<br> <br><br><br><br>The related margin is adjusted EBITDA expressed as a percentage of revenues. For purposes of this calculation, revenues are<br>before fair value adjustments to acquired deferred revenue. Provides a consistent basis to evaluate operating<br>profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.<br> <br><br><br><br>Also represents a measure commonly reported and widely used by investors as a valuation metric, as well as to assess our ability to incur and<br>service debt. Earnings from continuing<br>operations
Adjusted EBITDA less accrued capital expenditures and the related margin
Represents adjusted EBITDA less accrued capital expenditures, where accrued capital expenditures include amounts that remain<br>unpaid at the reporting date.<br> <br><br> <br>The related<br>margin is adjusted EBITDA less accrued capital expenditures expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue. Provides a basis<br>for evaluating the operating profitability and capital intensity of a business in a single measure. This measure captures investments regardless of whether they are expensed or capitalized, and reflects the basis on which management measures capital<br>spending. Earnings from continuing operations
Accrued capital expenditures as a percentage of revenues
Accrued capital expenditures expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair<br>value adjustments to acquired deferred revenue. Reflects the basis on how we manage capital expenditures for internal budgeting purposes. Capital expenditures

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How We Define It Why We Use It and Why It Is UsefultoInvestors Most DirectlyComparableIFRS Measure
Adjusted earnings and adjusted EPS
Net earnings or loss including<br>dividends declared on preference shares but excluding the post-tax impacts of fair value adjustments, including those related to acquired deferred revenue, amortization of acquired intangible assets (attributable to other identifiable intangible<br>assets and acquired computer software), other operating 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<br>affecting comparability. Acquired intangible assets contribute to the generation of revenues from acquired companies, which are included in our computation of adjusted earnings.<br><br><br><br> <br>The post-tax amount of each item is excluded from<br>adjusted earnings based on the specific tax rules and tax rates associated with the nature and jurisdiction of each item.<br> <br><br><br><br>Adjusted EPS is calculated from adjusted earnings using diluted weighted-average shares and does not represent actual earnings<br>or loss per share attributable to shareholders. Provides a more comparable basis to<br>analyze earnings.<br> <br><br> <br>These measures are commonly<br>used by shareholders to measure performance. Net earnings and diluted<br>EPS
Effective tax rate on adjusted earnings
Adjusted<br>tax expense divided by pre-tax adjusted earnings. Adjusted tax expense is computed as 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<br>comparability. Provides a basis to analyze<br>the effective tax rate associated with adjusted earnings. Tax (expense)<br>benefit
In interim periods, we also make an adjustment to reflect income taxes based on<br>the estimated full-year effective tax rate. Earnings or losses for interim periods under IFRS reflect income taxes based on the estimated effective tax rates of each of the jurisdictions in which we operate. The non-IFRS adjustment reallocates<br>estimated full-year income taxes between interim periods but has no effect on full-year income taxes. Our effective tax rate computed in accordance with IFRS may be more volatile by quarter because the geographical mix of pre-tax profits and losses in interim periods may be<br>different from that for the full year. Therefore, we believe that using the expected full-year effective tax rate provides more comparability among interim periods.

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How We Define It Why We Use It and Why It Is UsefultoInvestors Most DirectlyComparableIFRS Measure
Net debt and leverage ratio of net debt to adjusted EBITDA
Net debt:<br><br><br><br> <br>Total indebtedness (excluding the associated unamortized<br>transaction costs and premiums or discount) plus the currency related fair value of associated hedging instruments, and lease liabilities less cash and cash equivalents. Provides a commonly used measure of a company’s<br>leverage.<br> <br><br> <br>Given that we hedge some of our debt to reduce risk, we<br>include hedging instruments as we 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<br>components of the associated fair value of hedges in our measurements. We reduce gross indebtedness by cash and cash equivalents. Total debt (current indebtedness plus<br>long-term indebtedness)
Net debt to adjusted EBITDA:<br><br><br>Net debt is divided by adjusted EBITDA for the previous twelve-month period ending with the current fiscal<br>quarter. Provides a commonly used measure of a company’s ability to pay<br>its debt. Our non-IFRS measure is aligned with the calculation of our internal target and is more conservative than the maximum ratio allowed under the contractual covenants in our credit facility. For adjusted EBITDA, refer to the definition<br>above for the most directly comparable IFRS measure
Free cash flow
Net cash provided by operating activities and other investing activities, less capital expenditures, payments of lease principal and dividends paid on our preference shares. Helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common<br>dividends and fund share repurchases and acquisitions. Net cash provided by operating activities
Changes before the impact of foreign currency or at “constant currency”
Applicable measures where changes are reported before the impact of foreign currency or at “constant<br>currency”<br> <br><br> <br>IFRS Measures:<br><br><br>^●^ Revenues<br> <br>^●^ Operating expenses<br> <br><br><br><br>Non-IFRS Measures and ratios:<br><br><br>^●^ Adjusted EBITDA and adjusted EBITDA margin<br> <br>^●^ Adjusted EPS<br><br><br><br> <br>Our reporting currency is the U.S. dollar. However, we<br>conduct activities in currencies other than the U.S. dollar. We measure our performance before the impact of foreign currency (or at “constant currency” or excluding the effects of currency), which is determined by converting the current<br>and equivalent prior period’s local currency results using the same foreign currency exchange rate. Provides better<br>comparability of business trends from period to period. For each non-IFRS measure and ratio, refer to the definitions above for the most directly comparable IFRS<br>measure.

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How We Define It Why We Use It and Why It Is UsefultoInvestors Most DirectlyComparableIFRS Measure
Changes in revenues computed on an “organic” basis
Represent 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.<br><br><br><br> <br>^●^ For acquisitions, we calculate organic growth as though we had owned the acquired business in both periods.<br>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.<br><br><br>^●^ For dispositions, we calculate organic growth only for the time we owned the business in the current period, compared to the same period in the prior year. Provides further insight into the performance of our existing businesses by excluding distortive impacts and serves as a better measure of our<br>ability to grow our business over the long term. Revenues
“Big 3” segments
Our combined Legal Professionals, Corporates and Tax & Accounting Professionals segments. All measures reported for the<br>“Big 3” segments are non-IFRS financial measures. The “Big 3” segments comprise approximately 80% of revenues and represent the core of our business information service product offerings. Revenues<br> <br>Earnings from continuing operations

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Appendix B

This appendix provides reconciliations of certain non-IFRS financial measures to the most directly comparable IFRS measure for the three and nine months ended September 30, 2024 and 2023, and year ended December 31, 2023.

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.

Reconciliation of earnings from continuing operations to adjusted EBITDA and adjusted EBITDA less accrued capital expenditures

Three months ended September 30, Nine months ended September 30, Year endedDecember 31,
(millions of U.S. dollars, except margins) 2024 2023 2024 2023 2023
Earnings from continuing operations **** 277 370 **** 1,585 1,996 2,646
Adjustments to remove:
Tax expense (benefit) **** 77 (18) **** (258) 397 417
Other finance costs (income) **** 32 (117) **** 8 75 192
Net interest expense **** 21 32 **** 97 121 152
Amortization of other identifiable intangible assets **** 21 24 **** 69 72 97
Amortization of computer software **** 151 132 **** 458 377 512
Depreciation **** 30 28 **** 87 87 116
EBITDA **** 609 451 **** 2,046 3,125 4,132
Adjustments to remove:
Share of post-tax losses (earnings) in equity method<br>investments **** 8 174 **** (45) (815) (1,075)
Other operating (gains) losses, net **** (10) 11 **** 60 (353) (397)
Fair value adjustments^(1)^ **** 2 (4) **** 14 18
Adjusted EBITDA **** 609 632 **** 2,061 1,971 2,678
Deduct: Accrued capital<br>expenditures **** (155) (133) **** (437) (379) (532)
Adjusted EBITDA less accrued capital expenditures **** 454 499 **** 1,624 1,592 2,146
Adjusted EBITDA margin **** 35.3% 39.6% **** 38.5% 39.5% 39.3%
Adjusted EBITDAless accrued capital expenditures margin **** 26.2% 31.3% **** 30.3% 31.9% 31.5%
(1) Fair value adjustments primarily represent gains or losses due to changes in foreign currency<br>exchange rates on intercompany balances that arise in the ordinary course of business, a component of operating expenses, as well as adjustments related to acquired deferred revenue.
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Reconciliation of capital expenditures to accrued capital expenditures

Three months ended September 30, Nine months endedSeptember 30, Year endedDecember 31,
(millions of U.S. dollars) 2024 2023 2024 2023 2023
Capital expenditures **** 149 145 **** 446 412 544
Remove: IFRS adjustment to cash basis **** 6 (12) **** (9) (33) (12)
Accrued capital expenditures **** 155 133 **** 437 379 532
Accrued capital expenditures as a percentage of revenues **** n/a n/a **** n/a n/a 7.8%

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Reconciliation of net earnings to adjusted earnings and adjusted EPS

Three months ended September 30,
(millions of U.S. dollars, except per share amounts andshare data) 2024
Net earnings **** 301 367 1,620 2,017 2,695
Adjustments to remove:
Fair value<br>adjustments^(1)^ **** 2 (4) 14 18
Amortization of acquired computer software **** 34 21 109 48 72
Amortization of other identifiable intangible assets **** 21 24 69 72 97
Other operating (gains) losses, net **** (10) 11 60 (353) (397)
Interest benefit impacting comparability^(2)(3)^ **** (12) (12) (12)
Other finance costs (income) **** 32 (117) 8 75 192
Share of post-tax losses (earnings) in equity method<br>investments **** 8 174 (45) (815) (1,075)
Tax on above<br>items^(3)^ **** (5) (31) (45) 227 265
Tax items impacting<br>comparability^(2)(3)^ **** (2) (62) (483) (64) (172)
(Earnings) loss from discontinued operations, net of tax **** (24) 3 (35) (21) (49)
Interim period effective tax rate normalization^(3)^ **** 3 2 (7) (1)
Dividends declared on preference shares **** (1) (1) (4) (4) (5)
Adjusted earnings^(4)^ **** 359 375 1,247 1,183 1,629
Adjusted EPS^(4)^ **** 0.80 0.82 2.76 2.53 $3.51
Diluted weighted-average common shares (millions) **** 450.5 456.1 451.4 466.8 464.0

All values are in US Dollars.

(1) Fair value adjustments primarily represent gains or losses due to changes in foreign currency<br>exchange rates on intercompany balances that arise in the ordinary course of business, a component of operating expenses, as well as adjustments related to acquired deferred revenue.
(2) In 2023, relates to release of tax and interest reserves due to the expiration of statutes of<br>limitation.
--- ---
(3) For three and nine months ended September 30, 2024 and 2023, see the “Results of<br>Operations—Tax expense (benefit)” section of this management’s discussion and analysis for additional information.
--- ---
(4) The adjusted earnings impact of non-controlling interests, which was applicable only to the nine<br>months ended September 30, 2024, was not material.
--- ---

Reconciliation of effective tax rate on adjusted earnings

Year ended December 31,
(millions of U.S. dollars, exceptpercentages) 2023
Adjusted earnings **** 1,629
Plus: Dividends declared on preference<br>shares 5
Plus: Tax expense on<br>adjusted earnings 324
Pre-tax adjustedearnings **** 1,958
IFRS taxexpense **** 417
Remove tax related to:
Amortization of acquired computer software 17
Amortization of other identifiable intangible<br>assets 22
Share of post-tax earnings in equity method<br>investments (253)
Other finance income 31
Other operating gains, net (81)
Other items (1)
Subtotal – tax on pre-tax items removed from adjusted<br>earnings (265)
Remove: Tax items impacting<br>comparability 172
Total – Remove all<br>items impacting comparability (93)
Tax expense on adjustedearnings **** 324
Effective tax rate onadjusted earnings **** 16.5%

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Reconciliation of net cash provided by operating activities to free cash flow

Three months ended September 30, Nine months ended September 30, Year endedDecember 31,
(millions of U.S. dollars) 2024 2023 2024 2023 2023
Net cash provided by operating activities **** 756 674 **** 1,893 1,636 2,341
Capital expenditures **** (149) (145) **** (446) (412) (544)
Other investing activities **** 14 **** 6 82 137
Payments of lease principal **** (15) (13) **** (46) (44) (58)
Dividends paid on preferenceshares **** (1) (1) **** (4) (4) (5)
Free cash flow **** 591 529 **** 1,403 1,258 1,871

Reconciliation of net debt and leverage ratio of net debt to adjusted EBITDA

September 30, December 31,
(millions of U.S. dollars) 2024 2023
Current indebtedness **** 1,036 372
Long-term indebtedness **** 1,847 2,905
Total debt **** 2,883 3,277
Swaps **** (42) (65)
Total debt after swaps **** 2,841 3,212
Remove fair value adjustments for hedges^(1)^ **** 4 2
Total debt after currency hedging arrangements **** 2,845 3,214
Remove transaction costs, premiums or discounts, included in the carryingvalue of debt **** 23 26
Add: Lease liabilities (current and non-current) **** 269 265
Less: Cash and cash equivalents^(2)^ **** (1,731) (1,298)
Net debt **** 1,406 2,207
Leverage ratio of net debt to adjusted EBITDA
Adjusted EBITDA **** 2,768 2,678
Net debt/adjusted EBITDA **** 0.5:1 0.8:1
(1) Represents the interest-related fair value component of hedging instruments that are removed to<br>reflect net cash outflow upon maturity.
--- ---
(2) Includes cash and cash equivalents of $116 million and $100 million as of September 30, 2024<br>and December 31, 2023, 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<br>general use by our company.
--- ---

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Reconciliation of changes in revenues to changes in revenues excluding the effects offoreign currency (constant currency) as well as acquisitions/divestitures (organic basis)^^

Three months ended September 30,
Change
(millions of U.S. dollars) 2024 2023 Total Foreign<br>Currency Subtotal<br>Constant<br>Currency Net<br>Acquisitions/<br>Divestitures Organic
Revenues
Legal Professionals **** 745 688 8% 8% 1% 7%
Corporates **** 437 391 12% 12% 2% 10%
Tax &Accounting Professionals **** 221 203 9% (2%) 11% 1% 10%
“Big 3” Segments Combined **** 1,403 1,282 9% 10% 1% 9%
Reuters News **** 199 180 10% 10% 2% 8%
Global Print **** 128 137 (7%) (6%) (6%)
Eliminations/Rounding **** (6) (5)
Totalrevenues **** 1,724 1,594 8% 9% 1% 7%
Recurring Revenues
Legal Professionals **** 721 661 9% 9% 1% 8%
Corporates **** 390 349 12% 12% 3% 9%
Tax &Accounting Professionals **** 170 160 7% (3%) 10% 10%
“Big 3” Segments Combined **** 1,281 1,170 10% 10% 1% 9%
Reuters News **** 167 158 6% 6% 2% 4%
Eliminations/Rounding **** (6) (5)
Total recurringrevenues **** 1,442 1,323 9% 10% 1% 8%
Transactions Revenues
Legal Professionals **** 24 27 (12%) (2%) (11%) (11%)
Corporates **** 47 42 12% 12% (1%) 13%
Tax &Accounting Professionals **** 51 43 16% (1%) 16% 3% 13%
“Big 3” Segments Combined **** 122 112 8% (1%) 8% 1% 8%
ReutersNews **** 32 22 45% 3% 41% 7% 35%
Total transactionsrevenues **** 154 134 14% 14% 2% 12%

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Nine months ended September 30,
Change
(millions of U.S. dollars) 2024 2023 Total Foreign<br>Currency Subtotal<br>Constant<br>Currency Net<br>Acquisitions/<br>Divestitures Organic
Revenues
Legal Professionals **** 2,193 2,107 4% 4% (3%) 7%
Corporates **** 1,386 1,218 14% 14% 4% 10%
Tax & Accounting Professionals **** 799 714 12% (2%) 14% 2% 12%
“Big 3” SegmentsCombined **** 4,378 4,039 8% 9% 9%
Reuters News **** 614 549 12% (1%) 12% 3% 9%
Global Print **** 375 408 (8%) (8%) (8%)
Eliminations/Rounding **** (18) (17)
Totalrevenues **** 5,349 4,979 7% 8% 8%
RecurringRevenues
Legal Professionals **** 2,121 2,000 6% 6% (2%) 8%
Corporates **** 1,142 1,015 12% 12% 3% 10%
Tax & Accounting Professionals **** 548 503 9% (2%) 11% 11%
“Big 3” SegmentsCombined **** 3,811 3,518 8% 9% 9%
Reuters News **** 495 468 6% (1%) 6% 2% 4%
Eliminations/Rounding **** (18) (17)
Totalrecurring revenues **** 4,288 3,969 8% 8% 8%
TransactionsRevenues
Legal Professionals **** 72 107 (33%) (2%) (32%) (30%) (1%)
Corporates **** 244 203 21% 21% 10% 11%
Tax & Accounting Professionals **** 251 211 19% (1%) 19% 6% 13%
“Big 3” SegmentsCombined **** 567 521 9% (1%) 9% (1%) 10%
ReutersNews **** 119 81 47% 47% 7% 39%
Totaltransactions revenues **** 686 602 14% (1%) 14% 14%
Year ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Change
(millions of U.S. dollars) 2023 2022 Total Foreign<br>Currency Subtotal<br>Constant<br>Currency Net<br>Acquisitions/<br>Divestitures Organic
Revenues
Legal Professionals 2,807 2,803 (6%) 6%
Corporates 1,620 1,536 5% 5% (2%) 7%
Tax & Accounting Professionals 1,058 986 7% (2%) 9% (1%) 10%
“Big 3” SegmentsCombined 5,485 5,325 3% 4% (4%) 7%
Reuters News 769 733 5% 5% 1% 4%
Global Print 562 592 (5%) (1%) (4%) (1%) (3%)
Eliminations/Rounding (22) (23)
Totalrevenues **** 6,794 6,627 3% 3% (3%) 6%

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Reconciliation of changes in adjusted EBITDA and the related margin, andconsolidated operating expenses and adjusted EPS, excluding the effects of foreign currency^^

Three months ended September 30,
(millions of U.S. dollars, except margins and per share amounts) 2024 Foreign<br>Currency Constant<br>Currency
AdjustedEBITDA
Legal Professionals **** 334 338 (1%) (1%)
Corporates **** 162 164 (1%) (2%)
Tax & Accounting Professionals **** 59 64 (7%) (3%) (5%)
“Big 3” SegmentsCombined **** 555 566 (2%) (2%)
Reuters News **** 40 37 10% (4%) 14%
Global Print **** 43 55 (22%) (21%)
Corporatecosts **** (29) (26) n/a n/a n/a
Adjusted EBITDA **** 609 632 (4%) (4%)
Adjusted EBITDAmargin
Legal Professionals **** 44.9% 49.1% (420)bp 10bp (430)bp
Corporates **** 36.8% 41.9% (510)bp 10bp (520)bp
Tax & Accounting Professionals **** 26.8% 31.2% (440)bp (10)bp (430)bp
“Big 3” SegmentsCombined **** 39.5% 44.0% (450)bp 10bp (460)bp
Reuters News **** 20.4% 20.4% (70)bp 70bp
GlobalPrint **** 33.1% 39.6% (650)bp (10)bp (640)bp
AdjustedEBITDA margin **** 35.3% 39.6% (430)bp 20bp (450)bp
Operating expenses **** 1,117 958 17% 16%
AdjustedEPS **** 0.80 0.82 (2%) (2%)

All values are in US Dollars.

Nine months ended September 30,
(millions of U.S. dollars, except margins and per shareamounts) 2024 Foreign<br>Currency Constant<br>Currency
AdjustedEBITDA
Legal Professionals **** 1,003 1,001
Corporates **** 518 481 8% 7%
Tax & Accounting Professionals **** 331 302 10% (2%) 11%
“Big 3” SegmentsCombined **** 1,852 1,784 4% 4%
Reuters News **** 151 111 37% (2%) 39%
Global Print **** 133 158 (16%) (16%)
Corporatecosts **** (75) (82) n/a n/a n/a
Adjusted EBITDA **** 2,061 1,971 5% 5%
Adjusted EBITDAmargin
Legal Professionals **** 45.7% 47.5% (180)bp (180)bp
Corporates **** 37.2% 39.4% (220)bp 10bp (230)bp
Tax & Accounting Professionals **** 41.5% 41.6% (10)bp 10bp (20)bp
“Big 3” SegmentsCombined **** 42.3% 44.0% (170)bp 10bp (180)bp
Reuters News **** 24.6% 20.1% 450bp (10)bp 460bp
GlobalPrint **** 35.5% 38.6% (310)bp 20bp (330)bp
AdjustedEBITDA margin **** 38.5% 39.5% (100)bp 20bp (120)bp
Operating expenses **** 3,288 3,022 9% (1%) 10%
AdjustedEPS **** 2.76 2.53 9% 9%

All values are in US Dollars.

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“Big 3” segments and consolidated adjusted EBITDA and the related margins

(millions of U.S. dollars, except margins)
Adjusted<br>EBITDA
Legal Professionals 1,299
Corporates 619
Tax & Accounting Professionals 490
“Big 3” Segments<br>Combined 2,408
Reuters News 172
Global Print 213
Corporate<br>costs (115)
Adjusted<br>EBITDA 2,678
“Big 3” Segments Combined
Adjusted EBITDA 2,408
Revenues, excluding 15 million of fair<br>value adjustments to acquired deferred revenue 5,500
Adjusted EBITDA<br>margin 43.8%
Consolidated
Adjusted EBITDA 2,678
Revenues, excluding 16 million of fair<br>value adjustments to acquired deferred revenue 6,810
Adjusted<br>EBITDA margin 39.3%

All values are in US Dollars.

Reconciliation of adjusted EBITDA margin

To compute segment and consolidated adjusted EBITDA margin, we exclude fair value adjustments related to acquired deferred revenue from our IFRS revenues. The chart below reconciles IFRS revenues to revenues used in the calculation of adjusted EBITDA margin, which excludes fair value adjustments related to acquired deferred revenue.

Three months ended September 30, 2024
(millions of U.S. dollars, except margins) IFRS revenues Remove fair valueadjustmentstoacquireddeferred revenue Revenuesexcluding<br><br><br>fair valueadjustments toacquireddeferred revenue AdjustedEBITDA AdjustedEBITDAmargin
Revenues
Legal Professionals **** 745 **** **** 745 **** 334 **** 44.9%
Corporates **** 437 **** 2 **** 439 **** 162 **** 36.8%
Tax & AccountingProfessionals **** 221 **** **** 221 **** 59 **** 26.8%
“Big 3” Segments Combined **** 1,403 **** 2 **** 1,405 **** 555 **** 39.5%
Reuters News **** 199 **** **** 199 **** 40 **** 20.4%
Global Print **** 128 **** **** 128 **** 43 **** 33.1%
Eliminations/Rounding **** (6) **** **** (6) **** **** n/a
Corporate costs **** **** **** **** (29) **** n/a
Consolidatedtotals **** 1,724 **** 2 **** 1,726 **** 609 **** 35.3%

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Nine months ended September 30, 2024
(millions of U.S. dollars, except margins) IFRSrevenues Remove fair valueadjustmentstoacquireddeferred revenue Revenuesexcluding<br><br><br>fair valueadjustments toacquireddeferred revenue AdjustedEBITDA AdjustedEBITDAmargin
Revenues
Legal Professionals **** 2,193 **** 1 **** 2,194 **** 1,003 **** 45.7%
Corporates **** 1,386 **** 6 **** 1,392 **** 518 **** 37.2%
Tax & AccountingProfessionals **** 799 **** - **** 799 **** 331 **** 41.5%
“Big 3” Segments Combined **** 4,378 **** 7 **** 4,385 **** 1,852 **** 42.3%
Reuters News **** 614 **** 1 **** 615 **** 151 **** 24.6%
Global Print **** 375 **** - **** 375 **** 133 **** 35.5%
Eliminations/Rounding **** (18) **** - **** (18) **** - **** n/a
Corporate costs **** - **** - **** - **** (75) **** n/a
Consolidatedtotals **** 5,349 **** 8 **** 5,357 **** 2,061 **** 38.5%
Three months ended September 30, 2023
--- --- --- --- --- --- --- --- --- --- ---
(millions of U.S. dollars, except margins) IFRS revenues Remove fair valueadjustmentstoacquireddeferred revenue Revenuesexcludingfairvalueadjustments toacquireddeferred revenue AdjustedEBITDA AdjustedEBITDAmargin
Revenues
Legal Professionals 688 1 689 338 49.1%
Corporates 391 391 164 41.9%
Tax & AccountingProfessionals 203 1 204 64 31.2%
“Big 3” Segments Combined 1,282 2 1,284 566 44.0%
Reuters News 180 180 37 20.4%
Global Print 137 137 55 39.6%
Eliminations/Rounding (5) (5) n/a
Corporate costs (26) n/a
Consolidatedtotals 1,594 2 1,596 632 39.6%

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Nine months ended September 30, 2023
(millions of U.S. dollars, except margins) IFRS revenues Remove fair valueadjustmentstoacquireddeferred revenue Revenuesexcludingfair valueadjustmentsto acquireddeferred revenue AdjustedEBITDA AdjustedEBITDAmargin
Revenues
Legal Professionals 2,107 1 2,108 1,001 47.5%
Corporates 1,218 3 1,221 481 39.4%
Tax & AccountingProfessionals 714 11 725 302 41.6%
“Big 3” Segments Combined 4,039 15 4,054 1,784 44.0%
Reuters News 549 549 111 20.1%
Global Print 408 408 158 38.6%
Eliminations/Rounding (17) (17) n/a
Corporate costs (82) n/a
Consolidatedtotals 4,979 15 4,994 1,971 39.5%

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Appendix C

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 shareamounts) September 30,2024
Revenues **** 1,724 1,740 1,885 1,815 1,594 1,647 1,738 1,765
Operating profit **** 415 415 557 558 441 825 508 631
Earnings from continuing operations **** 277 844 464 650 370 889 737 179
Earnings (loss) from discontinued operations, net of tax **** 24 (3) 14 28 (3) 5 19 39
Netearnings **** 301 841 478 678 367 894 756 218
Earnings (loss) attributable to:
Common shareholders **** 301 841 481 678 367 894 756 218
Non-controlling interests **** (3)
Basic earnings (loss) per share
From continuing operations **** 0.61 1.87 1.03 1.43 0.81 1.89 1.56 $0.37
From discontinued operations **** 0.06 (0.01) 0.03 0.06 (0.01) 0.01 0.04 0.08
**** 0.67 1.86 1.06 1.49 0.80 1.90 1.60 $0.45
Diluted earnings (loss) per share
From continuing operations **** 0.61 1.87 1.03 1.43 0.81 1.89 1.55 $0.37
From discontinued operations **** 0.06 (0.01) 0.03 0.06 (0.01) 0.01 0.04 0.08
**** 0.67 1.86 1.06 1.49 0.80 1.90 1.59 $0.45

All values are in US Dollars.

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, at the segment level, revenues on a consecutive quarter basis can be impacted by seasonality, most notably in our Tax & Accounting business, where revenues tend to be concentrated in the first and fourth quarters. As most of our business is conducted in U.S. dollars, foreign currency had a minimal impact on our revenues, except in the fourth quarter of 2022 when a significant strengthening in the U.S. dollar caused a moderate decrease to our revenues. Acquisitions provided a benefit to our revenues in the third quarter of 2024. Divestitures negatively impacted our revenues throughout 2023 as well as in the first two quarters of 2024, despite contributions from recent acquisitions.

Operating profit – Our operating profit does not tend to be significantly impacted by seasonality. As most of our operating expenses are fixed, we generally become more profitable when our revenues increase. When our revenues decline, we generally become less profitable. The second quarter of 2023 and the fourth quarter of 2022 included gains from the sale of certain non-core businesses. In 2022, our operating profit was impacted by costs associated with our Change Program, which was completed at the end of 2022.

Net earnings – Our net earnings have been significantly impacted by our former investment in LSEG in certain periods. The first, second and fourth quarters of 2023 and the fourth quarter of 2022 reflected increases in the value of our LSEG investment, while the third quarter of 2023 reflected a decrease in the value of our LSEG investment. The second quarter of 2024 included a $468 million tax benefit from the recognition of a deferred tax asset relating to new tax legislation enacted in Canada.

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Appendix D

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. In the event debt securities are issued by TR Finance LLC, TR Finance LLC expects that the proceeds will be loaned to the Subsidiary Guarantors, and/or U.S. affiliates that are direct or indirect shareholders of the Subsidiary Guarantors. TR Finance LLC expects to be able to pay interest, premiums, operating expenses and to meet its debt obligations using interest income from the affiliate loans and will be further supported by Guarantees provided by the Subsidiary Guarantors and Thomson Reuters Corporation. However, the ability of TR Finance LLC to pay interest, premiums, operating expenses and to meet its debt obligations will depend upon the ability of the Subsidiary Guarantors and/or such other U.S. affiliates to pay interest and meet debt obligations under the affiliate loans and upon the credit support of the Subsidiary Guarantors and Thomson Reuters Corporation. 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<br>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,<br>Tax & Accounting Professionals and Corporates businesses;
^●^ Thomson Reuters (Tax & Accounting) Inc., which operates part of the Company’s<br>Tax & Accounting Professionals and Corporates businesses; and
--- ---
^●^ West Publishing Corporation, which operates part of the Company’s Legal Professionals, Corporates<br>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 interim financial statements for the three and nine months ended September 30, 2024, our 2023 annual consolidated financial statements, as well as our 2023 annual management’s discussion and analysis included in our 2023 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

Three months ended September 30, 2024
(millions of U.S. dollars) Parent SubsidiaryIssuer GuarantorSubsidiaries Non-GuarantorSubsidiaries Eliminations Consolidated
CONTINUING OPERATIONS
Revenues **** **** **** 464 **** 1,286 **** (26) **** 1,724
Operating expenses **** (4) **** **** (351) **** (788) **** 26 **** (1,117)
Depreciation **** **** **** (11) **** (19) **** **** (30)
Amortization of computer software **** **** **** (4) **** (147) **** **** (151)
Amortization of other identifiable intangible assets **** **** **** (10) **** (11) **** **** (21)
Other operating (losses)<br>gains, net **** (1) **** **** 5 **** 6 **** **** 10
Operating (loss) profit **** (5) **** **** 93 **** 327 **** **** 415
Finance (costs) income, net:
Net interest (expense) income **** (33) **** **** 3 **** 9 **** **** (21)
Other finance income (costs) **** 57 **** **** **** (89) **** **** (32)
Intercompany net interest<br>income (expense) **** 32 **** **** (15) **** (17) **** ****
Income before tax and equity method investments **** 51 **** **** 81 **** 230 **** **** 362
Share of post-tax losses in equity method investments **** **** **** **** (8) **** **** (8)
Share of post-tax earnings (losses) in subsidiaries **** 246 **** **** (1) **** 61 **** (306) ****
Tax benefit<br>(expense) **** 4 **** **** (20) **** (61) **** **** (77)
Earnings from continuing operations **** 301 **** **** 60 **** 222 **** (306) **** 277
Earnings from discontinued<br>operations, net of tax **** **** **** **** 24 **** **** 24
Net earnings **** 301 **** **** 60 **** 246 **** (306) **** 301
Earnings attributable to:
Common shareholders **** 301 **** **** 60 **** 246 **** (306) **** 301
Non-controlling<br>interests **** **** **** **** **** ****
Three months ended September 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- ---
(millions of U.S. dollars) Parent SubsidiaryIssuer GuarantorSubsidiaries Non-GuarantorSubsidiaries Eliminations Consolidated
CONTINUING OPERATIONS
Revenues 456 1,301 (163) 1,594
Operating expenses (1) (348) (772) 163 (958)
Depreciation (9) (19) (28)
Amortization of computer software (4) (128) (132)
Amortization of other identifiable intangible assets (12) (12) (24)
Other operating losses,<br>net (1) (2) (8) (11)
Operating (loss) profit (2) 81 362 441
Finance (costs) income, net:
Net interest (expense) income (51) 3 16 (32)
Other finance income (costs) 39 (1) 79 117
Intercompany net interest<br>income (expense) 50 (15) (35)
Income before tax and equity method investments 36 68 422 526
Share of post-tax losses in equity method investments (174) (174)
Share of post-tax earnings (losses) in subsidiaries 331 (13) 58 (376)
Tax (expense)<br>benefit (10) 28 18
Earnings from continuing operations 367 45 334 (376) 370
Loss from discontinued<br>operations, net of tax (3) (3)
Net earnings 367 45 331 (376) 367
Earnings attributable to:
Common shareholders 367 45 331 (376) 367
Non-controlling<br>interests

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CONDENSED CONSOLIDATING INCOME STATEMENT

Nine months ended September 30, 2024
(millions of U.S. dollars) Parent SubsidiaryIssuer GuarantorSubsidiaries Non-GuarantorSubsidiaries Eliminations Consolidated
CONTINUING OPERATIONS
Revenues **** **** **** 1,500 **** 4,214 **** (365) **** 5,349
Operating expenses **** (13) **** **** (1,104) **** (2,536) **** 365 **** (3,288)
Depreciation **** **** **** (29) **** (58) **** **** (87)
Amortization of computer software **** **** **** (12) **** (446) **** **** (458)
Amortization of other identifiable intangible assets **** **** **** (30) **** (39) **** **** (69)
Other operating losses,<br>net **** (1) **** **** (22) **** (37) **** **** (60)
Operating (loss) profit **** (14) **** **** 303 **** 1,098 **** **** 1,387
Finance (costs) income, net:
Net interest (expense) income **** (106) **** **** 4 **** 5 **** **** (97)
Other finance (costs) income **** (32) **** **** 1 **** 23 **** **** (8)
Intercompany net interest<br>income (expense) **** 92 **** **** (45) **** (47) **** ****
(Loss) income before tax and equity method<br>investments **** (60) **** **** 263 **** 1,079 **** **** 1,282
Share of post-tax earnings in equity method<br>investments **** **** **** **** 45 **** **** 45
Share of post-tax earnings (losses) in subsidiaries **** 1,461 **** **** (2) **** 199 **** (1,658) ****
Tax benefit<br>(expense) **** 219 **** **** (64) **** 103 **** **** 258
Earnings from continuing operations **** 1,620 **** **** 197 **** 1,426 **** (1,658) **** 1,585
Earnings from discontinued<br>operations, net of tax **** **** **** **** 35 **** **** 35
Net earnings **** 1,620 **** **** 197 **** 1,461 **** (1,658) **** 1,620
Earnings (losses) attributable to:
Common shareholders **** 1,620 **** **** 197 **** 1,464 **** (1,658) **** 1,623
Non-controlling<br>interests **** **** **** **** (3) **** **** (3)
Nine months ended September 30, 2023
(millions of U.S. dollars) Parent SubsidiaryIssuer GuarantorSubsidiaries Non-GuarantorSubsidiaries Eliminations Consolidated
CONTINUING OPERATIONS
Revenues 1,533 3,937 (491) 4,979
Operating expenses (7) (1,108) (2,398) 491 (3,022)
Depreciation (30) (57) (87)
Amortization of computer software (13) (364) (377)
Amortization of other identifiable intangible assets (35) (37) (72)
Other operating gains<br>(losses), net 22 (7) 338 353
Operating profit 15 340 1,419 1,774
Finance (costs) income, net:
Net interest (expense) income (150) 7 22 (121)
Other finance income (costs) 13 (88) (75)
Intercompany net interest<br>income (expense) 158 (39) (119)
Income before tax and equity method investments 36 308 1,234 1,578
Share of post-tax earnings in equity method<br>investments 815 815
Share of post-tax earnings in subsidiaries 1,981 55 259 (2,295)
Tax expense (49) (348) (397)
Earnings from continuing operations 2,017 314 1,960 (2,295) 1,996
Earnings from discontinued<br>operations, net of tax 21 21
Net earnings 2,017 314 1,981 (2,295) 2,017
Earnings attributable to:
Common shareholders 2,017 314 1,981 (2,295) 2,017
Non-controlling<br>interests

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CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION

September 30, 2024
(millions of U.S. dollars) Parent SubsidiaryIssuer GuarantorSubsidiaries Non-GuarantorSubsidiaries Eliminations Consolidated
Cash and cash equivalents **** 8 **** **** 367 **** 1,356 **** **** 1,731
Trade and other receivables **** **** **** 192 **** 819 **** **** 1,011
Intercompany receivables **** 2,777 **** **** 524 **** 3,208 **** (6,509) ****
Other financial assets **** 41 **** **** 5 **** 8 **** **** 54
Prepaid expenses and other current<br>assets **** **** **** 172 **** 222 **** **** 394
Current assets excluding assets held for sale **** 2,826 **** **** 1,260 **** 5,613 **** (6,509) **** 3,190
Assets held for sale **** **** **** 136 **** 32 **** **** 168
Current assets **** 2,826 **** **** 1,396 **** 5,645 **** (6,509) **** 3,358
Property and equipment, net **** **** **** 195 **** 235 **** **** 430
Computer software, net **** **** **** 38 **** 1,392 **** **** 1,430
Other identifiable intangible assets, net **** **** **** 992 **** 2,173 **** **** 3,165
Goodwill **** **** **** 3,729 **** 3,613 **** **** 7,342
Equity method investments **** **** **** **** 277 **** **** 277
Other financial assets **** 71 **** **** 2 **** 307 **** **** 380
Other non-current assets **** **** **** 93 **** 530 **** **** 623
Intercompany receivables **** 164 **** **** 2 **** 777 **** (943) ****
Investments in subsidiaries **** 14,238 **** **** 497 **** 4,068 **** (18,803) ****
Deferred tax **** 223 **** **** **** 1,203 **** **** 1,426
Total assets **** 17,522 **** **** 6,944 **** 20,220 **** (26,255) **** 18,431
LIABILITIES AND EQUITY
Liabilities
Current indebtedness **** 1,036 **** **** **** **** **** 1,036
Payables, accruals and provisions **** 68 **** **** 287 **** 708 **** **** 1,063
Current tax liabilities **** **** **** **** 296 **** **** 296
Deferred revenue **** **** **** 461 **** 583 **** **** 1,044
Intercompany payables **** 2,696 **** **** 512 **** 3,301 **** (6,509) ****
Other financial liabilities **** **** **** 11 **** 89 **** **** 100
Current liabilities excluding liabilities associated with assets held for<br>sale **** 3,800 **** **** 1,271 **** 4,977 **** (6,509) **** 3,539
Liabilities associated with assets held for<br>sale **** **** **** 13 **** 9 **** **** 22
Current liabilities **** 3,800 **** **** 1,284 **** 4,986 **** (6,509) **** 3,561
Long-term indebtedness **** 1,847 **** **** **** **** **** 1,847
Provisions and other non-current liabilities **** 2 **** **** 5 **** 663 **** **** 670
Other financial liabilities **** **** **** 81 **** 162 **** **** 243
Intercompany payables **** **** **** 778 **** 165 **** (943) ****
Deferred tax **** **** **** 231 **** 6 **** **** 237
Total liabilities **** 5,649 **** **** 2,379 **** 5,982 **** (7,452) **** 6,558
Equity
Total equity **** 11,873 **** **** 4,565 **** 14,238 **** (18,803) **** 11,873
Total liabilities and equity **** 17,522 **** **** 6,944 **** 20,220 **** (26,255) **** 18,431

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CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION

December 31, 2023
(millions of U.S. dollars) Parent SubsidiaryIssuer GuarantorSubsidiaries Non-GuarantorSubsidiaries Eliminations Consolidated
Cash and cash equivalents 24 182 1,092 1,298
Trade and other receivables 276 846 1,122
Intercompany receivables 2,666 465 3,402 (6,533)
Other financial assets 6 60 66
Prepaid expenses and other current<br>assets 212 223 435
Current assets excluding assets held for sale 2,690 1,141 5,623 (6,533) 2,921
Assets held for sale
Current assets 2,690 1,141 5,623 (6,533) 2,921
Property and equipment, net 200 247 447
Computer software, net 49 1,187 1,236
Other identifiable intangible assets, net 1,021 2,144 3,165
Goodwill 3,803 2,916 6,719
Equity method investments 2,030 2,030
Other financial assets 116 6 322 444
Other non-current assets 116 502 618
Intercompany receivables 188 2 778 (968)
Investments in subsidiaries 14,572 489 3,943 (19,004)
Deferred tax 1,104 1,104
Total assets 17,566 6,827 20,796 (26,505) 18,684
LIABILITIES AND EQUITY
Liabilities
Current indebtedness 372 372
Payables, accruals and provisions 55 317 742 1,114
Current tax liabilities 248 248
Deferred revenue 337 655 992
Intercompany payables 2,768 634 3,131 (6,533)
Other financial liabilities 400 15 92 507
Current liabilities excluding liabilities associated with assets held for<br>sale 3,595 1,303 4,868 (6,533) 3,233
Liabilities associated with assets held for<br>sale
Current liabilities 3,595 1,303 4,868 (6,533) 3,233
Long-term indebtedness 2,905 2,905
Provisions and other non-current liabilities 2 6 684 692
Other financial liabilities 76 161 237
Intercompany payables 778 190 (968)
Deferred tax 232 321 553
Total liabilities 6,502 2,395 6,224 (7,501) 7,620
Equity
Total equity 11,064 4,432 14,572 (19,004) 11,064
Total liabilities and equity 17,566 6,827 20,796 (26,505) 18,684

Page 41

EXHIBIT 99.2 - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.2

LOGO

Unaudited Consolidated Financial Statements

THOMSON REUTERS CORPORATION

CONSOLIDATED INCOME STATEMENT

(unaudited)

Three months ended<br><br><br>September 30,
(millions of U.S. dollars, except per share amounts) Notes 2024
CONTINUING OPERATIONS
Revenues 2 **** 1,724 1,594 5,349 4,979
Operating expenses 5 **** (1,117) (958) (3,288) (3,022)
Depreciation **** (30) (28) (87) (87)
Amortization of computer software **** (151) (132) (458) (377)
Amortization of other identifiable intangible assets **** (21) (24) (69) (72)
Other operating gains (losses),<br>net 6 **** 10 (11) (60) 353
Operating profit **** 415 441 1,387 1,774
Finance costs, net:
Net interest expense 7 **** (21) (32) (97) (121)
Other finance (costs) income 7 **** (32) 117 (8) (75)
Income before tax and equity method investments **** 362 526 1,282 1,578
Share of post-tax (losses) earnings in equity<br>method investments 8 **** (8) (174) 45 815
Tax (expense) benefit 9 **** (77) 18 258 (397)
Earnings from continuing operations **** 277 370 1,585 1,996
Earnings (loss) from discontinued operations,<br>net of tax **** 24 (3) 35 21
Net earnings **** 301 367 1,620 2,017
Earnings (loss) attributable to
Common shareholders **** 301 367 1,623 2,017
Non-controlling interests **** (3)
Earnings per share: 10
Basic earnings (loss) per share:
From continuing operations **** 0.61 0.81 3.51 $4.27
From discontinued operations **** 0.06 (0.01) 0.08 0.05
Basic earnings per share **** 0.67 0.80 3.59 $4.32
Diluted earnings (loss) per share:
From continuing operations **** 0.61 0.81 3.51 $4.27
From discontinued operations **** 0.06 (0.01) 0.08 0.04
Diluted earnings per share **** 0.67 0.80 3.59 $4.31

All values are in US Dollars.

The related notes form an integral part of these consolidated financial statements.

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

Three months ended<br><br><br>September 30, Nine months ended<br><br><br>September 30,
(millions of U.S. dollars) Notes 2024 2023 2024 2023
Net earnings **** 301 367 **** 1,620 2,017
Other comprehensive income (loss):
Items that have been or may be subsequently reclassified to net<br>earnings:
Cash flow hedges adjustments to net earnings 7 **** (10) 22 **** 32 (3)
Cash flow hedges adjustments to equity **** 10 (22) **** (23) (2)
Foreign currency translation<br>adjustments to equity **** 152 (124) **** 65 27
**** 152 (124) **** 74 22
Items that will not be reclassified to net earnings:
Fair value adjustments on financial assets 12 **** (4) (2) **** 5 4
Related tax benefit (expense) on fair value adjustments on financial<br>assets **** 1 **** (1)
Remeasurement on defined benefit pension plans **** 16 (58) **** 28 (43)
Related tax (expense) benefit<br>on remeasurement on defined benefit pension plans **** (4) 15 **** (10) 11
**** 9 (45) **** 22 (28)
Other comprehensive income<br>(loss) **** 161 (169) **** 96 (6)
Total comprehensive<br>income **** 462 198 **** 1,716 2,011
Comprehensive income (loss) for the period attributable<br>to:
Common shareholders:
Continuing operations **** 438 201 **** 1,689 1,990
Discontinued operations **** 24 (3) **** 35 21
Non-controlling interests **** **** (8)
Total comprehensive<br>income **** 462 198 **** 1,716 2,011

The related notes form an integral part of these consolidated financial statements.

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(unaudited)

September 30, December 31,
(millions of U.S. dollars) Notes 2024 2023
Cash and cash equivalents 12 **** 1,731 1,298
Trade and other receivables **** 1,011 1,122
Other financial assets 12 **** 54 66
Prepaid expenses and other current<br>assets **** 394 435
Current assets excluding assets held for sale **** 3,190 2,921
Assets held for sale 11 **** 168
Current assets **** 3,358 2,921
Property and equipment, net **** 430 447
Computer software, net **** 1,430 1,236
Other identifiable intangible assets, net **** 3,165 3,165
Goodwill **** 7,342 6,719
Equity method investments 8 **** 277 2,030
Other financial assets 12 **** 380 444
Other non-current assets 13 **** 623 618
Deferred tax **** 1,426 1,104
Total assets **** 18,431 18,684
LIABILITIES AND EQUITY
Liabilities
Current indebtedness 12 **** 1,036 372
Payables, accruals and provisions 14 **** 1,063 1,114
Current tax liabilities **** 296 248
Deferred revenue **** 1,044 992
Other financial liabilities 12 **** 100 507
Current liabilities excluding liabilities associated with assets held for<br>sale **** 3,539 3,233
Liabilities associated with assets held for<br>sale 11 **** 22
Current liabilities **** 3,561 3,233
Long-term indebtedness 12 **** 1,847 2,905
Provisions and other non-current<br>liabilities 15 **** 670 692
Other financial liabilities 12 **** 243 237
Deferred tax **** 237 553
Total liabilities **** 6,558 7,620
Equity
Capital 16 **** 3,462 3,405
Retained earnings **** 9,370 8,680
Accumulated other comprehensive<br>loss **** (959) (1,021)
Total equity **** 11,873 11,064
Total liabilities and equity **** 18,431 18,684

Contingencies (note 19)

The related notes form an integral part of these consolidated financial statements.

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW

(unaudited)

Three months endedSeptember 30, Nine months endedSeptember 30,
(millions of U.S. dollars) Notes 2024 2023 2024 2023
Cash provided by (used in):
OPERATING ACTIVITIES
Earnings from continuing operations **** 277 370 **** 1,585 1,996
Adjustments for:
Depreciation **** 30 28 **** 87 87
Amortization of computer software **** 151 132 **** 458 377
Amortization of other identifiable intangible<br>assets **** 21 24 **** 69 72
Share of post-tax losses<br>(earnings) in equity method investments 8 **** 8 174 **** (45) (815)
Net (gains) losses on disposals of businesses and<br>investments **** (1) 6 **** 3 (341)
Deferred tax **** 8 (251) **** (687) (369)
Other 17 **** 56 (89) **** 173 188
Changes in working capital<br>and other items 17 **** 206 257 **** 252 417
Operating cash flows from continuing operations **** 756 651 **** 1,895 1,612
Operating cash flows from<br>discontinued operations **** 23 **** (2) 24
Net cash provided by<br>operating activities **** 756 674 **** 1,893 1,636
INVESTING ACTIVITIES
Acquisitions, net of cash acquired 18 **** (25) (678) **** (492) (1,201)
Proceeds related to disposals of businesses and<br>investments **** 33 **** 29 418
Proceeds from sales of LSEG shares 8 **** 1,517 **** 1,854 5,393
Capital expenditures **** (149) (145) **** (446) (412)
Other investing activities 8 **** 14 **** 6 82
Taxes paid on sales of LSEG<br>shares and disposals of businesses **** (65) (273) **** (202) (543)
Investing cash flows from continuing operations **** (206) 435 **** 749 3,737
Investing cash flows from<br>discontinued operations **** **** (1)
Net cash (used in) provided<br>by investing activities **** (206) 435 **** 749 3,736
FINANCING ACTIVITIES
Repayments of debt 12 **** (242) **** (290)
Net repayments under short-term loan facilities 12 **** (1,214) **** (139) (443)
Payments of lease principal **** (15) (13) **** (46) (44)
Payments for return of capital on common shares **** **** (2,045)
Repurchases of common shares 16 **** **** (639) (718)
Dividends paid on preference shares **** (1) (1) **** (4) (4)
Dividends paid on common shares 16 **** (236) (218) **** (708) (672)
Purchase of non-controlling<br>interests 18 **** **** (384)
Other financing<br>activities **** 2 (3) **** 3 2
Net cash used in financing<br>activities **** (492) (1,449) **** (2,207) (3,924)
Translation<br>adjustments **** 3 (2) **** (2) (1)
Increase (decrease) in cash and cash equivalents **** 61 (342) **** 433 1,447
Cash and cash equivalents<br>at beginning of period **** 1,670 2,858 **** 1,298 1,069
Cash and cash equivalents<br>at end of period **** 1,731 2,516 **** 1,731 2,516
Supplemental cash flow information is provided in note<br>17.
Interest paid, net of debt related hedges **** (20) (28) **** (104) (130)
Interest received **** 23 31 **** 53 55
Income taxes<br>paid 17 **** (90) (284) **** (373) (662)

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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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited)

(millions of U.S. dollars) Statedsharecapital Contributedsurplus Totalcapital Retainedearnings Unrecognizedgain (loss)onfinancialinstruments Foreigncurrencytranslationadjustments Totalaccumulatedothercomprehensiveloss (“AOCL”) Shareholders’equity Non-<br><br><br>controllinginterests(see note18) Totalequity
Balance, December 31, 2023 **** 1,901 **** 1,504 **** 3,405 **** 8,680 **** 21 **** (1,042) **** (1,021) **** 11,064 **** **** 11,064
Net earnings **** **** **** **** 1,623 **** **** **** **** 1,623 **** (3) **** 1,620
Other comprehensive income<br>(loss) **** **** **** **** 18 **** 13 **** 70 **** 83 **** 101 **** (5) **** 96
Total comprehensive income<br>(loss) **** **** **** **** 1,641 **** 13 **** 70 **** 83 **** 1,724 **** (8) **** 1,716
Non-controlling<br>interests on acquisition of subsidiaries **** **** **** **** **** **** **** **** **** 388 **** 388
Purchase of<br>non-controlling interests **** **** **** **** (4) **** **** **** **** (4) **** (380) **** (384)
Transfer of gain on disposal of equity investments to<br>retained earnings **** **** **** **** 21 **** (21) **** **** (21) **** **** ****
Dividends declared on preference shares **** **** **** **** (4) **** **** **** **** (4) **** **** (4)
Dividends declared on common shares **** **** **** **** (730) **** **** **** **** (730) **** **** (730)
Shares issued under Dividend Reinvestment Plan<br>(“DRIP”) **** 22 **** **** 22 **** **** **** **** **** 22 **** **** 22
Repurchases of common shares (see note 16) **** (16) **** **** (16) **** (234) **** **** **** **** (250) **** **** (250)
Stock compensation<br>plans **** 134 **** (83) **** 51 **** **** **** **** **** 51 **** **** 51
Balance, September 30,<br>2024 **** 2,041 **** 1,421 **** 3,462 **** 9,370 **** 13 **** (972) **** (959) **** 11,873 **** **** 11,873
(millions of U.S. dollars) Statedsharecapital Contributedsurplus Totalcapital Retainedearnings Unrecognizedgain (loss)onfinancialinstruments Foreigncurrencytranslationadjustments AOCL Shareholders’equity Non-<br><br><br>controllinginterests Totalequity
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Balance, December 31, 2022 3,864 1,534 5,398 7,642 17 (1,172) (1,155) 11,885 **** 11,885
Net earnings **** **** **** 2,017 **** **** **** 2,017 **** 2,017
Other comprehensive (loss)<br>income **** **** **** (32) (1) 27 26 (6) **** (6)
Total comprehensive income<br>(loss) **** **** **** 1,985 (1) 27 26 2,011 **** 2,011
Return of capital on common shares (2,107) 60 (2,047) **** **** **** (2,047) **** (2,047)
Dividends declared on preference shares **** **** **** (4) **** **** **** (4) **** (4)
Dividends declared on common shares **** **** **** (686) **** **** **** (686) **** (686)
Shares issued under DRIP 14 **** 14 **** **** **** **** 14 **** 14
Repurchases of common shares (see note 16) 2 **** 2 (2) **** **** **** **** **** ****
Stock compensation<br>plans 125 (104) 21 **** (2) **** **** **** 19 **** 19
Balance, September 30,<br>2023 1,898 1,490 3,388 8,933 16 (1,145) (1,129) 11,192 **** 11,192

The related notes form an integral part of these consolidated financial statements.

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Thomson Reuters Corporation

Notes to Consolidated Financial Statements (unaudited)

(unless otherwise stated, all amounts are in millions of U.S. dollars)

Note 1: Business Description andBasis of Preparation

General business description

Thomson Reuters Corporation (the “Company” or “Thomson Reuters”) is an Ontario, Canada corporation with common shares listed on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”) and Series II preference shares listed on the TSX. The Company serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news.

These unaudited interim consolidated financial statements (“interim financial statements”) were approved by the Audit Committee of the Board of Directors of the Company on November 4, 2024.

Basis of preparation

The interim financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2023. The interim financial statements comply with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), have been omitted or condensed.

The preparation of financial statements in accordance with IAS 34 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 have been disclosed in note 2 of the consolidated financial statements for the year ended December 31, 2023.

The Company continues to operate in an uncertain macroeconomic environment, reflecting ongoing geopolitical risk, uneven economic growth, and an evolving interest rate and inflationary backdrop, among other factors. While the Company is closely monitoring these conditions to assess potential impacts on its businesses, some of management’s estimates and judgments may be more variable and may change materially in the future due to the significant uncertainty created by these circumstances.

The accompanying interim financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2023, which are included in the Company’s 2023 annual report.

References to “$” are to U.S. dollars, references to “C$” are to Canadian dollars, references to “£” are to British pounds sterling and references to SEK are to Swedish Krona.

Recent accounting pronouncements

IAS 21, The Effect of Changes in Foreign Exchange Rates

In August 2023, the IASB issued amendments to IAS 21, which provide guidance on the determination of an exchange rate to translate transactions and financial statements denominated or presented in a currency that is not exchangeable into another currency. The amendments are effective for reporting periods beginning January 1, 2025. The Company does not expect a material impact from the adoption of these amendments on its financial statements.

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IFRS 18, Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, which will replace IAS 1,Presentation of Financial Statements, and is effective for reporting periods beginning January 1, 2027. IFRS 18 will change the presentation of the Company’s financial statements and add new disclosure requirements. Specifically, the new standard requires:

^●^ The consolidated income statement to be structured according to operating, investing and financing<br>categories, and include additional subtotals for “Operating Profit” and “Profit Before Financing and Income Taxes”;
^●^ Management-defined performance measurements (“MPM’s”), which represent certain of the<br>Company’s non-IFRS measures, to be identified, defined, and have an explanation why each one is useful. Each MPM must be reconciled to the most directly comparable IFRS subtotal. All disclosures related<br>to MPM’s must be disclosed in a single footnote within the consolidated financial statements; and
--- ---
^●^ The application of enhanced guidance related to the grouping of financial information associated with<br>amounts presented within the financial statements, otherwise known as aggregation or disaggregation.
--- ---

The Company is assessing the impact of IFRS 18 on its disclosures.

Amendments to IAS 7*, Statement of Cash Flows*

The amendments were issued to align the presentation of the statement of cash flows, as prepared under the indirect method, to the changes prescribed to the income statement under IFRS 18.

Both IFRS 18 and the amendments to IAS 7 are disclosure related and do not impact the Company’s results of operations, financial condition, or cash flows.

Amendments to IFRS 9 and IFRS 7*, Amendments tothe Classification and Measurement of Financial Instruments*

In May 2024, the IASB issued amendments to IFRS 9, FinancialInstruments and IFRS 7, Financial Instruments: Disclosures. The amendments introduce:

^●^ An election permitting derecognition of financial liabilities that are settled through an electronic<br>payment system before the actual settlement date, if certain conditions are met; and
^●^ Expanded disclosures for (a) investments in equity instruments and (b) financial liabilities<br>that have features unrelated to basic lending risks, such as achieving sustainability targets, that could affect the cash flows of those liabilities.
--- ---

The amendments are effective for reporting periods beginning on January 1, 2026. The Company is assessing the impact of the amendments on its financial statements and its disclosures.

International Financial Reporting Interpretations Committee (“IFRIC”) agenda decision on segment reporting

In July 2024, the IASB approved an IFRIC agenda decision that clarified specific disclosure requirements in IFRS 8, Operating Segments. The agenda decision solely relates to disclosures and does not affect the measurement of a reportable segment’s profit or loss. The Company is assessing the impact of this IFRIC for its December 31, 2024 annual financial statements.

Other pronouncements issued by the IASB and IFRIC are not applicable or consequential to the Company.

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Note 2: Revenues

Revenues by type and geography

The following tables disaggregate revenues by type and geography and reconcile them to reportable segments (see note 3).

Revenues by type Legal Tax &Accounting Global Eliminations/
Three months ended Professionals Corporates Professionals Reuters News Print Rounding Total
September 30, 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Recurring **** 721 661 **** 390 349 **** 170 160 **** 167 158 **** **** (6) (5) **** 1,442 1,323
Transactions **** 24 27 **** 47 42 **** 51 43 **** 32 22 **** **** **** 154 134
Global Print **** **** **** **** **** 128 137 **** **** 128 137
Total **** 745 688 **** 437 391 **** 221 203 **** 199 180 **** 128 137 **** (6) (5) **** 1,724 1,594
Revenues by type Legal Tax &Accounting Global Eliminations/
Nine months ended Professionals Corporates Professionals Reuters News Print Rounding Total
September 30, 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Recurring **** 2,121 2,000 **** 1,142 1,015 **** 548 503 **** 495 468 **** **** (18) (17) **** 4,288 3,969
Transactions **** 72 107 **** 244 203 **** 251 211 **** 119 81 **** **** **** 686 602
Global Print **** **** **** **** **** 375 408 **** **** 375 408
Total **** 2,193 2,107 **** 1,386 1,218 **** 799 714 **** 614 549 **** 375 408 **** (18) (17) **** 5,349 4,979
Revenues by geography (country of destination) Legal Tax &Accounting Global Eliminations/
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Three months ended Professionals Corporates Professionals Reuters News Print Rounding Total
September 30, 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
U.S. **** 599 557 **** 346 316 **** 164 152 **** 48 32 **** 95 99 **** (6) (5) **** 1,246 1,151
Canada (country of domicile) **** 27 21 **** 4 2 **** 5 5 **** 1 **** 14 18 **** **** 50 47
Other **** 8 8 **** 14 19 **** 40 36 **** 3 4 **** 3 4 **** **** 68 71
Americas (North America, Latin America, South<br>America) **** 634 586 **** 364 337 **** 209 193 **** 51 37 **** 112 121 **** (6) (5) **** 1,364 1,269
U.K. **** 69 69 **** 34 30 **** 6 5 **** 105 102 **** 10 9 **** **** 224 215
Other **** 10 6 **** 26 12 **** 1 1 **** 30 28 **** 1 1 **** **** 68 48
EMEA (Europe, Middle East <br>and Africa) **** 79 75 **** 60 42 **** 7 6 **** 135 130 **** 11 10 **** **** 292 263
Asia Pacific **** 32 27 **** 13 12 **** 5 4 **** 13 13 **** 5 6 **** **** 68 62
Total **** 745 688 **** 437 391 **** 221 203 **** 199 180 **** 128 137 **** (6) (5) **** 1,724 1,594
Revenues by geography (country of destination) Legal Tax &Accounting Global Eliminations/
Nine months ended Professionals Corporates Professionals Reuters News Print Rounding Total
September 30, 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
U.S. **** 1,770 1,710 **** 1,075 982 **** 614 548 **** 160 106 **** 286 303 **** (18) (17) **** 3,887 3,632
Canada (country of domicile) **** 76 61 **** 12 10 **** 30 28 **** 3 4 **** 34 48 **** **** 155 151
Other **** 23 23 **** 63 57 **** 117 105 **** 7 8 **** 9 11 **** **** 219 204
Americas (North America, Latin America, South<br>America) **** 1,869 1,794 **** 1,150 1,049 **** 761 681 **** 170 118 **** 329 362 **** (18) (17) **** 4,261 3,987
U.K. **** 202 199 **** 105 88 **** 20 18 **** 317 307 **** 26 25 **** **** 670 637
Other **** 31 31 **** 89 42 **** 4 1 **** 89 85 **** 4 4 **** **** 217 163
EMEA (Europe, Middle East <br>and Africa) **** 233 230 **** 194 130 **** 24 19 **** 406 392 **** 30 29 **** **** 887 800
Asia Pacific **** 91 83 **** 42 39 **** 14 14 **** 38 39 **** 16 17 **** **** 201 192
Total **** 2,193 2,107 **** 1,386 1,218 **** 799 714 **** 614 549 **** 375 408 **** (18) (17) **** 5,349 4,979

The Company revised its 2023 revenues by geography to correct immaterial misclassifications, which did not impact total segment revenues or total consolidated revenues.

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Note 3: Segment Information

The Company is organized as five reportable segments, reflecting how the businesses are managed. The segments offer products and services to target customers as described below.

Legal Professionals

The Legal Professionals segment serves law firms and governments with research and workflow products powered by emerging technologies, including generative AI, focusing on intuitive legal research 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 technologies, including generative AI, providing integrated workflow solutions designed to help our customers digitally transform and achieve their business outcomes.

Tax &Accounting Professionals

The Tax & Accounting Professionals segment serves tax, audit, and accounting professionals’ firms (other than the seven largest, which are served by the Corporates segment) with research and automated workflow products powered by emerging technologies, including generative AI.

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 London Stock Exchange Group (“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 does not qualify as a reportable segment.

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Three months ended<br><br><br>September 30, Nine months ended<br><br><br>September 30,
2024 2023 2024 2023
Revenues
Legal Professionals **** 745 688 **** 2,193 2,107
Corporates **** 437 391 **** 1,386 1,218
Tax & Accounting Professionals **** 221 203 **** 799 714
Reuters News **** 199 180 **** 614 549
Global Print **** 128 137 **** 375 408
Eliminations/Rounding **** (6) (5) **** (18) (17)
Revenues **** 1,724 1,594 **** 5,349 4,979
Adjusted EBITDA
Legal Professionals **** 334 338 **** 1,003 1,001
Corporates **** 162 164 **** 518 481
Tax & Accounting Professionals **** 59 64 **** 331 302
Reuters News **** 40 37 **** 151 111
Global Print **** 43 55 **** 133 158
Total reportable segments adjusted EBITDA **** 638 658 **** 2,136 2,053
Corporate costs **** (29) (26) **** (75) (82)
Fair value<br>adjustments^(1)^ **** (2) 4 **** (14)
Depreciation **** (30) (28) **** (87) (87)
Amortization of computer software **** (151) (132) **** (458) (377)
Amortization of other identifiable intangible assets **** (21) (24) **** (69) (72)
Other operating gains (losses),<br>net **** 10 (11) **** (60) 353
Operating profit **** 415 441 **** 1,387 1,774
Net interest expense **** (21) (32) **** (97) (121)
Other finance (costs) income **** (32) 117 **** (8) (75)
Share of post-tax (losses) earnings in equity<br>method <br>investments **** (8) (174) **** 45 815
Tax (expense) benefit **** (77) 18 **** 258 (397)
Earnings from continuing<br>operations **** 277 370 **** 1,585 1,996
(1) Includes acquired deferred revenue of $2 million in the three months ended September 30,<br>2024 and 2023, respectively, and $8 million and $15 million in the nine months ended September 30, 2024 and 2023, respectively.
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Reuters News revenues included $6 million and $5 million in the three months ended September 30, 2024 and 2023, respectively, and $18 million and $17 million in the nine months ended September 30, 2024 and 2023, 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.

Segment Adjusted EBITDA

^●^ Segment adjusted EBITDA represents earnings or loss from continuing operations before tax expense or<br>benefit, net interest expense, other finance costs or income, depreciation, amortization of computer software and other identifiable intangible assets, the Company’s share of post-tax earnings or losses<br>in equity method investments, other operating gains and losses, certain asset impairment charges, corporate related items and fair value adjustments, including those related to acquired deferred revenue.
^●^ The Company does not consider these excluded items to be controllable operating activities for<br>purposes of assessing the current performance of the reportable segments.
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^●^ Each segment includes an allocation of costs, based on usage or other applicable measures, for<br>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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Note 4: Seasonality

The Company’s revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as it records a large portion of its revenues ratably over the contract term and its costs are generally incurred evenly throughout the year. However, at the segment level, revenues on a consecutive quarter basis can be impacted by seasonality, most notably in the Company’s Tax & Accounting business, where revenues tend to be concentrated in the first and fourth quarters.

Note 5: Operating Expenses

The components of operating expenses include the following:

Three months endedSeptember 30, Nine months endedSeptember 30,
2024 2023 2024 2023
Salaries, commissions and allowances **** 612 541 **** 1,783 1,693
Share-based payments **** 23 19 **** 65 62
Post-employment benefits **** 29 30 **** 91 87
Total staff costs **** 664 590 **** 1,939 1,842
Goods and<br>services^(1)^ **** 362 294 **** 1,088 931
Content **** 72 61 **** 212 194
Telecommunications **** 10 10 **** 29 29
Facilities **** 9 9 **** 28 27
Fair value<br>adjustments^(2)^ **** (6) **** (8) (1)
Total operating<br>expenses **** 1,117 958 **** 3,288 3,022
(1) Goods and services include professional fees, consulting and outsourcing services, contractors,<br>selling and marketing, and other general and administrative costs.
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(2) Fair value adjustments primarily represent gains or losses on intercompany balances that arise in<br>the ordinary course of business due to changes in foreign currency exchange rates.
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Note 6: OtherOperating Gains (Losses), Net

Other operating gains, net, were $10 million in the three months ended September 30, 2024. Other operating losses, net, were $60 million in the nine months ended September 30, 2024 and included an impairment of an equity method investment, which reflected a decline in the value of its commercial real estate holding, acquisition-related deal costs and costs related to a legal provision.

Other operating losses, net, were $11 million in the three months ended September 30, 2023. Other operating gains, net, were $353 million in the nine months ended September 30, 2023, which included a $347 million gain on the sale of a majority interest in the Company’s Elite business and a $23 million gain on the sale of a wholly-owned Canadian subsidiary to a company affiliated with The Woodbridge Company Limited (“Woodbridge”), the Company’s principal shareholder.

Note 7: Finance Costs, Net

The components of finance costs, net, include interest expense (income) and other finance costs (income) as follows:

Three months endedSeptember 30, Nine months endedSeptember 30,
2024 2023 2024 2023
Interest expense:
Debt **** 34 52 **** 110 153
Derivative financial instruments – hedging activities **** **** (1)
Other, net^(1)^ **** 4 (7) **** 13 2
Fair value (gains) losses on cash flow hedges, transfer <br>from equity **** (14) 22 **** 25 (3)
Net foreign exchange losses (gains) on<br>debt **** 14 (22) **** (25) 3
Net interest expense – debt and other **** 38 45 **** 123 154
Net interest expense – leases **** 3 3 **** 10 7
Net interest expense – pension and other post- <br>employment benefit<br>plans **** 6 7 **** 18 19
Interest income **** (26) (23) **** (54) (59)
Net interest expense **** 21 32 **** 97 121
(1) The three and nine months ended September 30, 2023 included $12 million of benefits<br>related to the reversal of accrued interest associated with the release of tax reserves (see note 9).
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Three months ended<br><br><br>September 30, Nine months ended<br><br><br>September 30,
2024 2023 2024 2023
Net losses (gains) due to changes in foreign currency exchange rates **** 30 (49) **** (1) 10
Net (gains) losses on derivative instruments **** (67) **** 2 68
Other **** 2 **** (1) **** 7 (3)
Other finance costs<br>(income) **** 32 (117) **** 8 75

Net losses (gains) due to changes in foreign currency exchange rates were principally comprised of amounts related to certain intercompany funding arrangements.

Net (gains) losses on derivative instruments related to foreign exchange contracts that were intended to reduce foreign currency risk on a portion of the Company’s indirect investment in LSEG, which was denominated in British pounds sterling. In May 2024, the Company settled its remaining foreign exchange contracts in conjunction with the sale of its remaining shares in LSEG (see notes 8 and 12).

Note 8: Equity Method Investments

Equity method investments in the consolidated statement of financial position were comprised of the following:

September 30, December 31,
2024 2023
YPL^(1)^ **** 30 1,798
Other equity<br>method investments **** 247 232
Total equity<br>method investments **** 277 2,030
(1) The balance as of September 30, 2024 represents undistributed cash from sale of remaining LSEG<br>shares.
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In May 2024, LSEG agreed to amend the terms of the contractual lock-up provisions previously agreed between LSEG and the Blackstone consortium/Thomson Reuters entities that hold the LSEG shares. The amended terms allowed the Company to sell its remaining LSEG shares that it indirectly owned through its direct investment in York Parent Limited and its subsidiaries (“YPL”) in the second quarter of 2024. YPL is an entity jointly owned by the Company and Blackstone’s consortium (comprised of The Blackstone Group and its subsidiaries, and private equity funds affiliated with Blackstone). The increase in other equity method investments reflects the Company’s ownership interest in certain companies affiliated with Pagero, which was acquired in January 2024 (see note 18).

The investment in LSEG was subject to equity accounting because the LSEG shares were held through YPL, over which the Company had significant influence. As YPL owned only the financial investment in LSEG shares, which the parties intended to sell over time, and was not involved in operating LSEG, the investment in LSEG shares held by YPL was accounted for at fair value, based on the share price of LSEG. As the investment in LSEG was denominated in British pounds sterling, the Company entered into a series of foreign exchange contracts to mitigate currency risk on its investment. The Company settled its remaining foreign exchange contracts in conjunction with the May 2024 LSEG share sale (see note 12).

In the nine months ended September 30, 2024, the Company sold 16.0 million shares of LSEG including 2.6 million that were subject to call options, for $1.9 billion of gross proceeds, which included $24 million received from the settlement of foreign exchange contracts and $58 million from shares sold in 2023 that settled in 2024. Of this amount, $1.8 billion was received in the form of dividends from YPL.

In the nine months ended September 30, 2023, the Company sold 55.1 million shares of LSEG that it indirectly owned for gross proceeds of $5.4 billion, which included $151 million from the settlement of foreign exchange contracts. Of this amount, $5.2 billion was received in the form of dividends from YPL.

These amounts were recorded as a reduction of the Company’s investment (except for the amounts related to the settlement of the foreign exchange contracts) and presented as investing activities in the consolidated statement of cash flow.

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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:

Three months endedSeptember 30, Nine months endedSeptember 30,
2024 2023 2024 2023
YPL **** (167) **** 68 828
Other equity method<br>investments **** (8) **** (7) **** (23) (13)
Total share of<br>post-tax (losses) earnings in equity method investments **** (8) (174) **** 45 815

The Company’s share of post-tax (losses) earnings in its YPL investment was comprised of the following items:

Three months endedSeptember 30, Nine months endedSeptember 30,
2024 2023 2024 2023
(Decrease) increase in LSEG share price **** (111) **** (86) 587
Foreign exchange (losses) gains on LSEG shares **** (107) **** (3) 165
Dividend income **** 13 **** 6 58
Loss from forward contract **** **** **** (77)
(Loss) gain from call options **** **** (1) **** 22 **** (1)
Historical<br>excluded equity adjustment^(1)^ **** 39 **** 129 96
YPL - Share of post-tax (losses) earnings in equity method investments **** (167) **** 68 828
(1) Represents income from the recognition of the remaining cumulative impact of equity transactions<br>that were excluded from the Company’s investment in YPL.
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Set forth below is summarized financial information for 100% of YPL for the periods from January 1, 2024 through June 30, 2024 and for the nine months ended September 30, 2023, when YPL was a material associate of the Company. In the second quarter of 2024, the Company sold its remaining LSEG shares that it indirectly owned through its direct investment in YPL. As a result, YPL is no longer a material associate of the Company as of June 30, 2024.

Six months endedJune 30, Nine months endedSeptember 30,
2024 2023
Mark-to-market of<br> LSEG shares **** (394) 1,850
Dividend income **** 32 154
Loss from forward contract **** (179)
Gain (loss)<br>from call options **** 92 (4)
Net (loss)<br>earnings **** (270) 1,821
Total<br>comprehensive (loss) income **** (270) 1,821

See note 20 for related party transactions with YPL.

Note 9: Taxation

Tax (expense) benefit was $(77) million and $258 million for the three and nine months ended September 30, 2024, respectively. The net tax benefit in the nine-month period included a $468 million benefit from the recognition of a deferred tax asset relating to new tax legislation enacted in Canada. The new legislation reduced the Company’s ability to deduct interest expense against its Canadian taxable income, thereby increasing Canadian taxable profits such that the Company now expects to utilize tax loss carryforwards and other tax attributes, which it had not previously recognized as a deferred tax asset.

In January 2024, the Company began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development and enacted by key jurisdictions in which the Company operates. These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of top-up taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. In the three and nine months ended September 30, 2024, the Company recorded $2 million and $9 million, respectively, of top-up tax expense which was attributable to its earnings in Switzerland.

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Tax benefit was $18 million for the three months ended September 30, 2023 and included $38 million of tax benefits related to the Company’s loss in equity method investments and $15 million of tax expense related to other finance income, primarily from gains on foreign exchange contracts related to the Company’s investment in LSEG. The three-month period also included $61 million of benefits from the release of tax reserves due to the expiration of applicable statutes of limitation. Tax expense was $397 million in the nine months ended September 30, 2023 and included $195 million of tax expense related to the Company’s earnings in equity method investments and $16 million of tax benefits related to other finance costs. The nine-month period also included benefits of $61 million from the release of tax reserves and $24 million from the settlement of a tax audit, as well as $78 million of expense related to the sale of a majority stake in Elite.

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

Note 10: Earnings Per Share

Basic earnings per share was calculated by dividing earnings attributable to common shareholders less dividends declared on preference shares by the sum of the weighted-average number of common shares outstanding and vested deferred share units (“DSUs”) outstanding during the period. DSUs represent common shares that certain employees have elected to receive in the future upon vesting of share-based compensation awards or in lieu of cash compensation.

Diluted earnings per share was calculated using the denominator of the basic calculation described above adjusted to include the potentially dilutive effect of outstanding stock options and time-based restricted share units (“TRSUs”).

Earnings used in determining consolidated earnings per share and earnings per share from continuing operations are as follows:

Three months endedSeptember 30, Nine months endedSeptember 30,
2024 2023 2024 2023
Earnings attributable to common shareholders **** 301 367 **** 1,623 2,017
Less: Dividends declared on<br>preference shares **** (1) (1) **** (4) (4)
Earnings used in consolidated earnings per share **** 300 366 **** 1,619 2,013
Less: (Earnings) loss from<br>discontinued operations, net of tax **** (24) 3 **** (35) (21)
Earnings used in earnings per share from<br>continuing operations **** 276 369 **** 1,584 1,992

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:

Three months endedSeptember 30, Nine months endedSeptember 30,
2024 2023 2024 2023
Weighted-average number of common shares outstanding **** 449,751,215 455,341,000 **** 450,650,598 465,951,100
Weighted-average number of vested<br>DSUs **** 135,577 117,515 **** 137,938 127,277
Basic **** 449,886,792 455,458,515 **** 450,788,536 466,078,377
Effect of stock options and<br>TRSUs **** 572,093 603,848 **** 636,180 759,765
Diluted **** 450,458,885 456,062,363 **** 451,424,716 466,838,142

Note 11: Assets Held for Sale

Assets held for sale substantially included the Company’s FindLaw business (see note 21). The assets and liabilities classified as held for sale in the consolidated statement of financial position are as follows:

September 30,
2024
Trade and other receivables **** 20
Prepaid expenses and other current assets **** 24
Computer software, net **** 21
Goodwill **** 85
Other<br>assets **** 18
Total assets<br>held for sale **** 168
Payables, accruals and<br>provisions **** 20
Deferred<br>revenue **** 2
Total<br>liabilities associated with assets held for sale **** 22

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Note 12: Financial Instruments

Financial assets and liabilities

Financial assets and liabilities in the consolidated statement of financial position were as follows:

September 30, 2024 Assets/(Liabilities)atAmortizedCost Assets/(Liabilities)atFairValuethroughEarnings Assets at FairValuethroughOtherComprehensiveIncome or Loss DerivativesUsed forHedging Total
Cash and cash equivalents **** 343 **** 1,388 **** **** **** 1,731
Trade and other receivables **** 1,011 **** **** **** **** 1,011
Other financial assets - current **** 7 **** 5 **** **** 42 **** 54
Other financial assets -<br>non-current **** 12 **** 283 **** 85 **** **** 380
Current indebtedness **** (1,036) **** **** **** **** (1,036)
Trade payables (see note 14) **** (196) **** **** **** **** (196)
Accruals (see note 14) **** (723) **** **** **** **** (723)
Other financial liabilities - current^(1)^ **** (78) **** (22) **** **** **** (100)
Long-term indebtedness **** (1,847) **** **** **** **** (1,847)
Other financial liabilities - non<br>current^(2)^ **** (210) **** (33) **** **** **** (243)
Total **** (2,717) **** 1,621 **** 85 **** 42 **** (969)
December 31, 2023 Assets/(Liabilities)atAmortizedCost Assets/(Liabilities)atFairValuethroughEarnings Assets at FairValuethroughOtherComprehensiveIncome or Loss DerivativesUsed forHedging Total
Cash and cash equivalents 392 906 1,298
Trade and other receivables 1,122 1,122
Other financial assets - current 8 58 66
Other financial assets -<br>non-current 18 263 98 65 444
Current indebtedness (372) (372)
Trade payables (see note 14) (181) (181)
Accruals (see note 14) (798) (798)
Other financial liabilities - current^(1)(3)^ (463) (44) (507)
Long-term indebtedness (2,905) (2,905)
Other financial liabilities - non<br>current^(2)^ (227) (10) (237)
Total (3,406) 1,173 98 65 (2,070)
(1) Includes lease liabilities of $59 million (2023 - $56 million).
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(2) Includes lease liabilities of $210 million (2023 - $209 million).
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(3) Included a commitment of up to $400 million related to the Company’s pre-defined plan with its broker to repurchase the Company’s shares during its internal trading blackout period.
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Cash and cash equivalents

Of total cash and cash equivalents, $116 million and $100 million as of September 30, 2024 and December 31, 2023, 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.

Commercial paper program

The Company’s $2.0 billion commercial paper program provides cost-effective and flexible short-term funding. There was no commercial paper outstanding as of September 30, 2024 (December 31, 2023 – $130 million).

Credit facility

The Company has a $2.0 billion syndicated credit facility agreement which matures in November 2027 and 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 September 30, 2024 and December 31, 2023. Based on the Company’s current credit ratings, the cost of borrowing under the facility is priced at the Term Secured 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.

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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 Company may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of September 30, 2024, the Company complied with this covenant as its ratio of net debt to EBITDA, as calculated under the terms of its syndicated credit facility, was 0.4:1.

Foreign exchange contracts

The Company previously entered into foreign exchange contracts that were intended to reduce foreign currency risk related to a portion of its former indirect investment in LSEG, which was denominated in British pounds sterling. These instruments were not related to changes in the LSEG share price. In May 2024, the Company settled its remaining foreign exchange contracts in conjunction with the sale of its remaining shares in LSEG (see note 8).

In the nine months ended September 30, 2024, the Company settled foreign exchange contracts with a notional amount of £1.2 billion ($1.6 billion) for net proceeds of $24 million in conjunction with the sale of 16.0 million LSEG shares.

In the nine months ended September 30, 2023, the Company settled foreign exchange contracts with a notional amount £2.7 billion ($3.5 billion) for net proceeds of $151 million in conjunction with the sale of 43.9 million LSEG shares.

In the nine months ended September 30, 2024, losses of $2 million (2023 – losses of $68 million) were reported within “Other finance (costs) income” in the consolidated income statement (see note 7) with respect to these foreign exchange contracts due to fluctuations in the U.S. dollar – British pounds sterling exchange rate.

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.

Debt and Related Derivative Instruments

Carrying Amounts

Amounts recorded in the consolidated statement of financial position are referred to as “carrying amounts”. The carrying amounts of primary debt are reflected in “Current indebtedness” or “Long-term indebtedness” and the carrying amounts of derivative instruments are included in “Other financial assets” and “Other financial liabilities”, current or non-current, in the consolidated statement of financial position, as appropriate.

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.

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The following is a summary of debt and related derivative instruments that hedge the cash flows of debt:

FairValue
September 30, 2024 DerivativeInstruments(Asset) PrimaryDebtInstruments DerivativeInstruments(Asset)
C1,400, 2.239% Notes, due<br>2025 1,036 **** (42) **** 1,024 **** (42)
500, 3.35% Notes, due 2026 499 **** **** 492 ****
350, 4.50% Notes, due 2043(1) 116 **** **** 99 ****
350, 5.65% Notes, due 2043 342 **** **** 360 ****
400, 5.50% Debentures, due<br>2035 397 **** **** 424 ****
500, 5.85%<br>Debentures, due 2040 493 **** **** 531 ****
Total 2,883 **** (42) **** 2,930 **** (42)
Current portion 1,036 **** (42)
Long-term<br>portion 1,847 ****

All values are in US Dollars.

FairValue
December 31, 2023 DerivativeInstruments(Asset) PrimaryDebtInstruments DerivativeInstruments(Asset)
Commercial paper 130 130
C1,400, 2.239% Notes, due 2025 1,060 (65) 1,026 (65)
450, 3.85% Notes, due<br>2024(1) 242 239
500, 3.35% Notes, due 2026 499 482
350, 4.50% Notes, due<br>2043(1) 116 95
350, 5.65% Notes, due 2043 342 346
400, 5.50% Debentures, due 2035 396 415
500, 5.85% Debentures, due<br>2040 492 519
Total 3,277 (65) 3,252 (65)
Current portion 372
Long-term portion 2,905 (65)

All values are in US Dollars.

(1) Notes were partially redeemed in October 2018.

In September 2024, the Company repaid the remaining $242 million balance of its $450 million, 3.85% notes with cash on hand upon maturity.

Fair value estimation

The following fair value measurement hierarchy is used for financial instruments that are measured in the consolidated statement of financial position at fair value:

^●^ Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
^●^ Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or<br>liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
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^●^ Level 3 - inputs for the asset or liability that are not based on observable market data (that is,<br>unobservable inputs).
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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:

September 30, 2024 Total
Assets Level 1 Level 2 Level 3 **** Balance
Money market accounts 1,388 **** 1,388
Other receivables^(1)^ 288 **** 288
Financial assets at fair<br>value through earnings 1,388 288 **** 1,676
Financial assets at fair<br>value through other comprehensive income^(2)^ 1 84 **** 85
Derivatives used for<br>hedging^(3)^ 42 **** 42
Total<br>assets 1 1,430 372 **** 1,803
Liabilities
Contingent consideration^(4)^ (55) **** (55)
Financial liabilities at<br>fair value through earnings (55) **** (55)
Total<br>liabilities (55) **** (55)
December 31, 2023 Total
--- --- --- --- --- ---
Assets Level 1 Level 2 Level 3 **** Balance
Money market<br>accounts 906 906
Other receivables^(1)^ 263 263
Foreign<br>exchange contracts^(5)^ 58 58
Financial assets at fair value through earnings 964 263 1,227
Financial assets at fair value through other comprehensive income^(2)^ 33 65 98
Derivatives used for<br>hedging^(3)^ 65 65
Total<br>assets 33 1,029 328 1,390
Liabilities
Foreign exchange contracts^(5)^ (32) (32)
Contingent<br>consideration^(4)^ (22) (22)
Financial liabilities at fair value through earnings (32) (22) (54)
Total<br>liabilities (32) (22) (54)
(1) Receivables under indemnification arrangement (see note 19).
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(2) Investments in entities over which the Company does not have control, joint control or significant<br>influence.
--- ---
(3) Comprised of<br>fixed-to-fixed cross-currency swaps on indebtedness.
--- ---
(4) Obligations to pay additional consideration for prior acquisitions, based upon performance measures<br>contractually agreed at the time of purchase, and to purchase shares from minority owners of a subsidiary.
--- ---
(5) Related to the management of foreign exchange risk on a portion of the Company’s former<br>indirect investment in LSEG.
--- ---

The receivable from the indemnification arrangement is a level 3 in the fair value measurement hierarchy. The increase in the receivable between December 31, 2023 and September 30, 2024 is primarily due to fair value gains based on interest rates associated with the indemnifying party’s credit profile and net foreign exchange gains, which are included within “Earnings from discontinued operations, net of tax”, in the consolidated income statement.

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. There were no transfers between hierarchy levels for the nine months ended September 30, 2024.

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:

^●^ The fair value of investments reflect quoted market prices and pricing from equity funding rounds, as<br>applicable;
^●^ The fair value of cross-currency interest rate swaps and foreign exchange contracts are calculated as<br>the present value of the estimated future cash flows based on observable yield curves;
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^●^ The fair value of other receivables considers estimated future cash flows, current market interest<br>rates and non-performance risk; and
^●^ The fair value of contingent consideration is calculated based on estimates of future revenue<br>performance or the achievement of certain commercial milestones.
--- ---

Note 13: Other Non-Current Assets

September 30, December 31,
2024 2023
Net defined benefit plan surpluses **** 51 45
Cash surrender value of life insurance policies **** 368 354
Deferred commissions **** 81 108
Other non-current assets^(1)^ **** 123 111
Total other non-current assets **** 623 618
(1) Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $95 million<br>and $91 million as of September 30, 2024 and December 31, 2023, respectively (see note 19).
--- ---

Note 14: Payables, Accruals and Provisions

September 30, December 31,
2024 2023
Trade payables **** 196 181
Accruals **** 723 798
Provisions **** 95 92
Other current<br>liabilities **** 49 43
Total payables, accruals and<br>provisions **** 1,063 1,114

Note 15: Provisions and Other Non-Current Liabilities

September 30, December 31,
2024 2023
Net defined benefit plan obligations **** 509 535
Deferred compensation and employee incentives **** 76 74
Provisions **** 68 71
Other non-current liabilities **** 17 12
Total provisions and other non-current liabilities **** 670 692

Note 16: Capital

Share repurchases – Normal Course Issuer Bid (“NCIB”)

The Company buys back shares (and subsequently cancels them) from time to time as part of its capital strategy. On November 1, 2023, the Company announced that it planned to repurchase up to $1.0 billion of its common shares. In May 2024, the Company completed this plan.

Details of share repurchases were as follows:

Nine months endedSeptember 30,
2024 2023
Share repurchases (millions of U.S. dollars) **** 639 718
Shares repurchased (number in millions) **** 4.1 6.0
Share repurchases - average price<br>per share in U.S. dollars $ 156.92 $ 120.10

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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 dividend reinvestment plan.

Details of dividends declared per common share and dividends paid on common shares are as follows:

Three months endedSeptember 30, Nine months endedSeptember 30,
2024 2023 2024 2023
Dividends<br>declared per common share $ 0.54 $ 0.49 $ 1.62 $ 1.47
Dividends declared **** 243 224 **** 730 686
Dividends<br>reinvested **** (7) (6) **** (22) (14)
Dividends<br>paid **** 236 218 **** 708 672

Note 17: Supplemental Cash Flow Information

Details of “Other” within the net cash provided by operating activities section in the consolidated statement of cash flow are as follows:

Three months endedSeptember 30, Nine months endedSeptember 30,
2024 2023 2024 2023
Non-cash employee benefit<br>charges **** 38 31 **** 108 106
Net losses (gains) on foreign exchange and derivative <br>financial<br>instruments **** 31 (117) **** 6 76
Fair value adjustments (see note 5) **** (6) **** (8) (1)
Other **** (13) 3 **** 67 7
**** 56 (89) **** 173 188

Details of “Changes in working capital and other items” are as follows:

Three months endedSeptember 30, Nine months endedSeptember 30,
2024 2023 2024 2023
Trade and other receivables **** 68 18 **** 112 49
Prepaid expenses and other current assets **** 47 22 **** 36 56
Payables, accruals and provisions **** 39 21 **** (148) (328)
Deferred revenue **** 7 (23) **** 27 29
Income<br>taxes^(1)^ **** 44 222 **** 258 648
Other **** 1 (3) **** (33) (37)
**** 206 257 **** 252 417
(1) All periods include current tax liabilities that were recorded on the sale of LSEG shares (see note<br>8), for which the tax payments are included in investing activities.
--- ---

Details of income taxes paid are as follows:

Three months endedSeptember 30, Nine months endedSeptember 30,
2024 2023 2024 2023
Operating activities - continuing operations **** (25) (11) **** (171) (118)
Investing activities - continuing operations **** (65) (273) **** (202) (543)
Investing<br>activities - discontinued operations **** **** (1)
Total income<br>taxes paid **** (90) (284) **** (373) (662)

Note 18: Acquisitions

Acquisitions comprise the purchase of all the equity interests of the businesses acquired. Acquisitions are integrated into existing operations of the Company to broaden its offerings to customers as well as its presence in global markets. The results of acquired businesses are included in the consolidated financial statements from the date of acquisition. Acquisitions also include investments in businesses in which the Company does not have a controlling interest, as well as the acquisition of assets.

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Acquisition activity

The number of acquisitions completed, and the related consideration for the three and nine months ended September 30, 2024 and 2023 were as follows:

Three months endedSeptember 30, Nine months endedSeptember 30,
Number of transactions 2024 2023 2024 2023
Businesses acquired **** 1 2 **** 3 3
Investments in businesses **** 2 **** 6 5
Asset<br>acquisitions **** **** 1
**** 3 2 **** 10 8
Three months endedSeptember 30, Nine months endedSeptember 30,
--- --- --- --- --- --- --- --- ---
Total consideration 2024 2023 2024 2023
Businesses acquired **** 7 707 **** 457 1,220
Less: Cash<br>acquired **** (10) **** (12) (35)
Businesses acquired, net of cash **** 7 697 **** 445 1,185
Investments in<br>businesses^(1)^ **** 15 (24) **** 24 11
Asset acquisitions **** **** 15
Deferred and<br>contingent consideration payments **** 3 5 **** 8 5
**** 25 678 **** 492 1,201
(1) The three months ended September 30, 2023 reflects the reclassification of the Company’s<br>initial investment in Casetext, Inc., which was acquired in August 2023, and included within businesses acquired, net of cash, amounts above.
--- ---

The following provides a brief description of the most significant acquisitions completed in the nine months ended September 30, 2024 and 2023:

Date Company Acquiring Segments Description
January 2024 Pagero Group AB (publ) (“Pagero”) Corporates A global leader in e-invoicing and indirect tax solutions, which it delivers through its Smart Business Network.
January 2024 World Business Media Limited Reuters News A cross-platform, subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry.
August 2023 Casetext, Inc. Legal Professionals A business that uses artificial intelligence and machine learning to enable legal professionals to work more efficiently.
July 2023 Imagen Ltd Reuters News A media asset management company.
January 2023 SurePrep LLC Corporates and Tax & Accounting Professionals A provider of tax automation software and services.

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The details of net assets acquired were as follows:

September 30,
2024
**** Pagero Other Total
Cash and cash equivalents **** 10 **** 2 **** 12
Trade receivables **** 22 **** 3 **** 25
Prepaid expenses and other current<br>assets **** 6 **** **** 6
Current assets **** 38 **** 5 **** 43
Property and equipment **** 9 **** **** 9
Computer software **** 254 **** **** 254
Other identifiable intangible<br>assets **** 30 **** 19 **** 49
Equity method investments **** 45 **** **** 45
Other<br>non-current assets **** 5 **** **** 5
Total assets **** 381 **** 24 **** 405
Payables and accruals **** (40) **** (1) **** (41)
Current taxes payable **** (5) **** (1) **** (6)
Deferred revenue **** (14) **** (5) **** (19)
Other financial liabilities **** (2) **** (6) **** (8)
Current liabilities **** (61) **** (13) **** (74)
Long-term indebtedness **** (48) **** **** (48)
Provisions and other non-current liabilities **** (3) **** **** (3)
Other financial liabilities **** (14) **** (24) **** (38)
Deferred tax **** (29) **** (5) **** (34)
Total liabilities **** (155) **** (42) **** (197)
Net assets acquired **** 226 **** (18) **** 208
Goodwill **** 571 **** 66 **** 637
Non-controlling interests **** (388) **** **** (388)
Total **** 409 **** 48 **** 457
Businesses<br>acquired, net of cash **** 399 **** 46 **** 445
September 30,
--- --- --- --- --- --- --- --- ---
2023
Sureprep LLC Casetext, Inc. Other Total
Cash and cash equivalents **** 25 **** 8 **** 2 35
Trade receivables **** 8 **** 1 **** 2 11
Prepaid expenses and other current<br>assets **** 3 **** 3 **** 6
Current assets **** 36 **** 12 **** 4 52
Property and equipment **** 2 **** **** 2
Computer software **** 180 **** 185 **** 8 373
Other identifiable intangible<br>assets **** 13 **** 17 **** 7 37
Other<br>non-current assets **** 1 **** **** 1
Total assets **** 232 **** 214 **** 19 465
Payables and accruals **** (5) **** (3) **** (5) (13)
Deferred revenue **** (47) **** (5) **** (2) (54)
Current liabilities **** (52) **** (8) **** (7) (67)
Provisions and other non-current liabilities **** (1) **** **** (1) (2)
Deferred tax **** (9) **** (38) **** (4) (51)
Total liabilities **** (62) **** (46) **** (12) (120)
Net assets acquired **** 170 **** 168 **** 7 345
Goodwill **** 343 **** 490 **** 42 875
Total **** 513 **** 658 **** 49 1,220
Businesses<br>acquired, net of cash **** 488 **** 650 **** 47 1,185

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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 the acquisitions completed in the nine months ended September 30, 2024 and 2023, the majority of goodwill is not expected to be deductible for tax purposes.

Purchase price allocation

Purchase price allocations related to certain acquisitions may be subject to adjustment pending completion of final valuations.

In the three months ended September 30, 2024, the Company recorded adjustments for its Pagero acquisition, which impacted computer software, other identifiable intangible assets, goodwill, equity method investments, cash and cash equivalents and other assets.

Pagero

In January 2024, the Company acquired a controlling interest in Pagero through a public tender offer. Subsequently, the Company purchased the remaining interests from the non-controlling shareholders to increase its ownership of Pagero to 100%.

The non-controlling interest was measured at fair value, based on the tender offer price of SEK 50 per share, on the date of acquisition and recorded as part of equity. After the date of acquisition, the non-controlling interest was adjusted for its proportionate share of changes in equity. After the Company gained control of Pagero, purchases of the remaining shares from the non-controlling interests reduced equity and were presented in financing activities within the consolidated statement of cash flow.

Other

The revenues and operating profit of acquired businesses were not material to the Company’s results of operations.

Note 19:Contingencies

Lawsuits and legal claims

The Company is 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, privacy and data protection matters, defamation matters and intellectual property infringement matters. The outcome of all the matters against the Company is subject to future resolution, including uncertainties of litigation. Litigation outcomes are difficult to predict with certainty due to various factors, including but not limited to: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories and procedures and their resolution by the courts, at both trial and appellate levels; and the unpredictable nature of opposing parties. Based on information currently known to the Company 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 the Company’s financial condition taken as a whole.

Uncertain tax positions

The Company is subject to taxation in numerous jurisdictions and is 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 the Company’s positions and propose adjustments or changes to its tax filings.

As a result, the Company maintains provisions for uncertain tax positions that it believes appropriately reflect its risk. These provisions are made using the Company’s best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, the Company performs an expected value calculation to determine its provisions. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts 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 the Company’s provisions. However, based on currently enacted legislation, information currently known by the Company 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 the Company’s financial condition taken as a whole.

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Prior to December 31, 2023, the Company paid $430 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, 2017 and 2018 taxation years of certain of its current and former U.K. affiliates. The Company does not believe these current and former U.K. affiliates fall within the scope of the DPT regime. Because the Company believes its position is supported by the weight of law, it intends to vigorously defend its position and will continue contesting these assessments through all available administrative and judicial remedies. As the assessments largely relate to businesses that the Company has sold, the majority are subject to indemnity arrangements under which the Company has been required to pay additional taxes to HMRC or the indemnity counterparty.

The Company does not believe that the resolution of these matters will have a material adverse effect on its financial condition taken as a whole. Payments made by the Company are not a reflection of its view on the merits of the case. As the Company expects to receive refunds of substantially all of the aggregate of amounts paid pursuant to these notices of assessment, it has recorded substantially all of these payments as non-current receivables from HMRC or the indemnity counterparty, in its financial statements.

Guarantees

The Company has an investment in 3 Times Square Associates LLC (“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.

Note 20: Related Party Transactions

As of September 30, 2024, the Company’s principal shareholder, Woodbridge, beneficially owned approximately 70% of the Company’s common shares.

Transactions with YPL

In the nine months ended September 30, 2024, the Company received $1.8 billion of dividends from YPL related to the sale of the Company’s remaining indirectly owned LSEG shares. See note 8 for further details about these transactions.

Transactions with 3XSQ Associates

The Company follows the equity method of accounting for its investment in 3XSQ Associates. In the nine months ended September 30, 2024, the Company contributed $10 million in cash pursuant to a capital call. The Company also paid approximately $3 million of rent to 3XSQ Associates for office space in the building.

Except for the above transactions, there were no new significant related party transactions during the first nine months of 2024. Refer to “Related party transactions” disclosed in note 32 of the Company’s consolidated financial statements for the year ended December 31, 2023, which are included in the Company’s 2023 annual report, for information regarding related party transactions.

Note 21: Subsequent Events

Acquisition

On October 22, 2024, the Company announced that it acquired Materia, a U.S.-based startup that specializes in the development of an agentic AI assistant for the tax, audit and accounting profession. The Company is in the process of allocating the purchase consideration to the assets and liabilities assumed for accounting purposes.

Sale Agreement

On October 3, 2024, the Company announced the signing of a definitive agreement to sell its FindLaw business. FindLaw operates an online legal directory and provides website creation and hosting services, law firm marketing solutions, and peer rating services. The sale is expected to close in the fourth quarter of 2024 contingent on receiving regulatory approvals and satisfaction of other customary closing conditions. The Company expects to record a gain on this transaction.

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EXHIBIT 99.3 - CEO 302 CERTIFICATION

EXHIBIT 99.3

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steve Hasker, certify that:

1. I have reviewed this report on Form 6-K of Thomson Reuters<br>Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a<br>material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br>Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be<br>designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is<br>being prepared;
--- ---
b) Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting<br>principles;
--- ---
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this<br>report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that<br>occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of<br>internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
a) All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in<br>the registrant’s internal control over financial reporting.
--- ---
Date: November 6, 2024
--- ---
/s/ Steve Hasker
Steve Hasker
President and Chief Executive Officer

EXHIBIT 99.4 - CFO 302 CERTIFICATION

EXHIBIT 99.4

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Eastwood, certify that:

1. I have reviewed this report on Form 6-K of Thomson Reuters<br>Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a<br>material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. The registrant’s other certifying officer and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br>Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be<br>designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is<br>being prepared;
--- ---
b) Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting<br>principles;
--- ---
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this<br>report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that<br>occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of<br>internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a) All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in<br>the registrant’s internal control over financial reporting.
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Date: November 6, 2024

/s/ Michael Eastwood
Michael Eastwood
Chief Financial Officer

EXHIBIT 99.5 - CEO 906 CERTIFICATION

EXHIBIT 99.5

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of Thomson Reuters Corporation (the “Corporation”) on Form 6-K for the period ended September 30, 2024, as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), I, Steve Hasker, President and Chief Executive Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: November 6, 2024

/s/ Steve Hasker
Steve Hasker<br> <br>President and Chief Executive<br>Officer

EXHIBIT 99.6 - CFO 906 CERTIFICATION

EXHIBIT 99.6

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of Thomson Reuters Corporation (the “Corporation”) on Form 6-K for the period ended September 30, 2024, as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Eastwood, Chief Financial Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: November 6, 2024

/s/ Michael Eastwood
Michael Eastwood<br> <br>Chief Financial<br>Officer