Skip to main content

6-K

Thomson Reuters Corp /Can/ (TRI)

6-K 2024-05-03 For: 2024-05-03
View Original
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 May 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<br><br><br>(Registrant)
By: /s/ Jennifer Ruddick
Name: Jennifer Ruddick
Title: Deputy Company Secretary

Date: May 3, 2024

EXHIBIT INDEX

Exhibit<br><br><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

Table of Contents

Exhibit 99.1

LOGO

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 months ended March 31, 2024, our 2023 annual consolidated financial statements and our 2023 annual management’s discussion and analysis. This management’sdiscussion and analysis contains forward-looking statements, which are subject to risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements. Forward-looking statements include, but are notlimited 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-looking statements, materialassumptions and material risks associated with them, please see the “Outlook,” and “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results” sections of this management’s discussion andanalysis. This management’s discussion and analysis is dated as of May 1, 2024.

We have organized ourmanagement’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
Investment in LSEG – a discussion of our current ownership interest in LSEG 11
Liquidity and Capital Resources – a discussion of our cash flow and debt 12
Outlook – our financial outlook, including material assumptions and material risks 17
Related Party Transactions – a discussion of transactions with our principal and controlling shareholder, Woodbridge and other related parties 19
Subsequent Events – a discussion of material events occurring after March 31, 2024 and through the date of this management’s discussion and analysis 20
Changes in Accounting Policies – a discussion of changes in our accounting policies 20
Critical Accounting Estimates and Judgments – a discussion of critical estimates and judgments made by our management in applying accounting policies 20
Additional Information – other required disclosures 20
Appendix – supplemental information 22

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.

As of September 30, 2023, we amended our definition of adjusted earnings to exclude amortization from acquired computer software. While we have always excluded amortization from acquired identifiable intangible assets other than computer software from our definition of adjusted earnings, this change aligns our treatment of amortization for all acquired intangible assets. Prior period amounts were revised for comparability.

Page 1

Table of Contents

LOGO

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<br>transforming our company from a holding company 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<br>rates to the financial results of the 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<br>businesses at constant currency. The metric 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 owns 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

Page 2

Table of Contents

LOGO

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.

First Quarter 2024 Revenues
Legal Professionals<br> <br>Serves law firms and governments with research and workflow products, focusing on intuitive legal research powered by emerging technologies, including generative AI, and integrated legal workflow solutions that combine content,<br>tools 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, accounting and audit professionals in accounting firms (other than the seven largest, which are served by our Corporates segment) with<br>research and workflow products, focusing on intuitive tax offerings and automating tax workflows.
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.

Page 3

Table of Contents

LOGO

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

We experienced a strong start to 2024, as organic revenue growth and adjusted EBITDA margin exceeded our expectations. Our total revenues increased 8%, compared to the first quarter of 2023. On an organic basis, our revenues increased 9% reflecting strong growth in both recurring and transactions revenues in our “Big 3” segments, which grew 10% organically, and from generative AI related content licensing revenue in our Reuters News segment. The rising complexity of regulatory compliance and generative AI continue to be the two most important market dynamics providing the basis for growth in our business. Our operating profit and adjusted EBITDA increased 10% and 19%, respectively, reflecting higher revenues. Our adjusted EBITDA margin increased to 42.7% from 38.8% in the prior-year period.

Due to our strong revenue performance in the first quarter, we moderately raised our full-year 2024 outlook for total and organic revenue growth for our total company and our “Big 3” segments. We maintained our guidance for all other metrics in our 2024 outlook. Refer to the “Outlook” section of this management’s discussion and analysis for further information.

We acquired 99.58% of Pagero Group AB (publ) (Pagero), a publicly traded Swedish company and a global leader in e-invoicing and indirect tax solutions, which it delivers through its Smart Business Network, for $767 million. Pagero links customers, suppliers, and institutions, allowing for the automated, compliant, and secure exchange of digital orders, invoices, and other business documents. We also completed our acquisition of World Business Media Limited, a cross-platform, subscription-based provider of editorial coverage for the global P&C and specialty (re)insurance industry. This acquisition is in line with Reuters’ strategic priority to provide must-have news and insight for new customer markets and professional verticals.

Our capital capacity and liquidity remain a key asset. In the first quarter of 2024, we received gross proceeds of $1.2 billion from the sale of 10.1 million LSEG shares, and returned over $350 million to shareholders through our current share repurchase program. See the “Investment in LSEG” and “Liquidity and Capital Resources” sections 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 alarge portion of our revenues ratably over the contract term and our costs are generally incurred evenly throughout the year. However, our revenues from quarter to consecutive quarter can be impacted by seasonality, particularly in ourTax & Accounting business, where revenues tend to be concentrated in the first and fourth quarters.

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.

Page 4

Table of Contents

LOGO

Consolidated results

Three months ended March 31,
Change
(millions of U.S. dollars, except per share amounts and margins) 2024 Total Constant<br>Currency
IFRS Financial Measures
Revenues **** 1,885 1,738 8%
Operating profit **** 557 508 10%
Diluted EPS **** 1.06 1.59 (33%)
Non-IFRS Financial Measures
Revenues **** 1,885 1,738 8% 8%
Organic revenue growth 9%
Adjusted EBITDA **** 806 677 19% 19%
Adjusted EBITDA margin **** 42.7% 38.8% 390bp 390bp
Adjusted EBITDA less accrued capital expenditures **** 672 556 21%
Adjusted EBITDA less accrued capital expenditures margin **** 35.6% 31.8% 380bp
Adjusted EPS **** 1.11 0.84 32% 32%
“Big 3” Segments
Revenues **** 1,556 1,431 9% 9%
Organic revenue growth 10%
Adjusted EBITDA **** 716 621 15% 16%
Adjusted EBITDA margin **** 45.8% 43.1% 270bp 290bp

All values are in US Dollars.

(1) In the third quarter of 2023, we amended our definition of adjusted earnings and adjusted EPS to<br>exclude amortization from acquired computer software. We revised the comparative 2023 period to reflect the current period presentation. Refer to Appendices A and B of this management’s discussion and analysis for additional information.

Revenues

Three months ended March31,
Change
(millions of U.S. dollars) 2024 2023 Total Constant<br>Currency Organic
Recurring revenues **** 1,426 1,323 8% 8% 9%
Transactions revenues **** 335 277 21% 22% 22%
Global Print revenues **** 124 138 (10%) (10%) (10%)
Revenues **** 1,885 1,738 8% 8% 9%

Revenues increased 8% in total and in constant currency primarily due to growth in recurring and transactions revenues, as well as a contribution from acquisitions. Revenue growth was partly offset by the loss of revenues from the divestiture of our Elite business. On an organic basis, total revenues increased 9%, driven by 9% growth in recurring revenues (76% of total revenues) and 22% growth in transactions revenues. Global Print revenues decreased 10% on an organic basis.

Revenues from the “Big 3” segments (83% of total revenues) increased 9% in total and in constant currency. On an organic basis, revenues increased 10%, driven by 9% growth in recurring revenues and 14% growth in transactions revenues.

Foreign currency had no net impact on either our consolidated revenue growth or on the revenue growth of our “Big 3” segments.

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

Operating profit increased 10% as higher revenues more than offset higher software amortization and slightly higher costs. Operating profit was negatively impacted by other operating losses in the current-year period, compared to other operating gains in the prior-year period.

Adjusted EBITDA, which excludes amortization of software, other operating gains and losses, as well as other items, increased 19% and the related margin increased to 42.7% from 38.8% in the prior-year period as higher revenues more than offset slightly higher costs. Foreign currency had no net impact on the year-over-year change in adjusted EBITDA margin.

Page 5

Table of Contents

LOGO

Adjusted EBITDA less accrued capital expenditures and the related margin increased due to higher adjusted EBITDA, which more than offset a moderate increase in accrued capital expenditures.

Operating expenses

Three months ended March31,
Change
(millions of U.S. dollars) 2024 2023 Total Constant<br>Currency
Operating expenses **** 1,081 1,074 1% 1%
Remove fair value adjustments^(1)^ **** 2 (4)
Operating expenses, excluding fair valueadjustments **** 1083 1,070 1% 1%
(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.
--- ---

Operating expenses, excluding fair value adjustments, increased slightly in total and on a constant currency basis as higher costs from acquisitions as well as higher product, marketing and sales expenses related to higher revenues more than offset lower costs due to the Elite divestiture in June 2023, and from our commercial and technology operations.

Depreciation and amortization

Three months ended March 31,
(millions of U.S. dollars) 2024 2023 Change
Depreciation **** 28 30 (4%)
Amortization of computer software
Internally developed **** 115 111 3%
Acquisition-related **** 38 7 454%
Total amortization of computersoftware **** 153 118 29%
Amortization of other identifiableintangible assets **** 25 25 (1%)
^●^ Depreciation decreased due to the completion of depreciation of assets acquired in previous years.
--- ---
^●^ Total amortization of computer software increased due to acquisitions.
--- ---
^●^ Amortization of other identifiable intangible assets were essentially unchanged as higher expenses<br>associated with recent acquisitions were offset by the completion of amortization of assets acquired in previous years.
--- ---

Other operating (losses) gains, net

Threemonths ended March 31,
(millions of U.S. dollars) 2024 2023
Other operating (losses) gains,net **** (41) 17

In the first quarter of 2024, net other operating losses included acquisition-related deal costs and costs related to a legal provision. In the first quarter of 2023, net other operating gains included 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 March 31,
(millions of U.S. dollars) 2024 2023 Change
Net interest expense **** 40 55 (28%)

Net interest expense decreased due to lower interest costs on commercial paper borrowings and from the repayment of our $600 million, 4.30% notes upon maturity in November 2023. 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.

Page 6

Table of Contents

LOGO

Other finance (income) costs

Threemonths ended March 31,
(millions of U.S. dollars) 2024 2023
Other finance (income)costs **** (22) 90

In the first quarter of 2024, other finance income primarily included net foreign exchange gains on intercompany funding arrangements. In the first quarter of 2023, other finance costs included losses of $69 million from foreign exchange contracts on instruments that are intended to reduce foreign currency risk on a portion of our indirect investment in LSEG, which is denominated in British pounds sterling, and net foreign exchange losses on intercompany funding arrangements.

Shareof post-tax (losses) earnings in equity method investments

Three months ended March 31,
(millions of U.S. dollars) 2024 2023
YPL **** - 574
Other equity methodinvestments **** (8) (4)
Share ofpost-tax (losses) earnings in equity method investments **** (8) 570

Our investment in LSEG is subject to equity accounting because the LSEG shares are held through YPL, over which we have significant influence. As YPL owns only the financial investment in LSEG shares, which the parties intend to sell over time, and is not involved in operating LSEG, the investment in LSEG shares held by YPL is accounted for at fair value, based on the share price of LSEG. As the investment in LSEG is denominated in British pounds sterling, we have entered into a series of foreign exchange contracts to mitigate currency risk on our investment. See the “Investment in LSEG” section of this management’s discussion and analysis for additional information on the sales of LSEG shares in the first quarter of 2024 and 2023.

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

Three months ended March 31,
(millions of U.S. dollars) 2024 2023
(Decrease) increase in LSEG share price **** (49) 478
Foreign exchange (losses) gains on LSEG shares **** (7) 159
Loss from forward contract **** - (77)
Gain from call options **** 22 -
Historical excluded equity investment^(1)^ **** 34 14
YPL - Share of post-tax earnings in equity method investments **** - 574
(1) Represents income from the recognition of a portion of the cumulative impact of equity transactions<br>that were excluded from the Company’s investment in YPL.
--- ---

Tax expense

Three months ended March 31,
(millions of U.S. dollars) 2024 2023
Tax expense **** 67 196

Tax expense decreased as the prior-year period included $136 million of expense related to significantly higher earnings in equity method investments driven by the increase in value of our LSEG investment. In the first quarter of 2024, tax expense included a $15 million benefit from the release of tax reserves due to the favorable resolution of a tax dispute.

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 (OECD). 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 first quarter of 2024, our income tax expense included $2 million of top-up tax, which was attributable to our earnings in Switzerland.

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

Page 7

Table of Contents

LOGO

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

Three months ended March 31,
(millions of U.S. dollars) 2024 2023^(1)^
Tax expense (benefit)
Tax items impacting comparability:
Discrete changes to uncertain tax positions^(2)^ **** (15) -
Deferred tax adjustments^(3)^ **** 4 -
Subtotal **** (11) -
Tax related to:
Amortization of acquired computer<br>software^(1)^ **** (9) (2)
Amortization of other identifiable intangible assets **** (6) (6)
Other operating (losses) gains, net **** (5) (1)
Other finance (costs) income **** (6) (16)
Share of post-tax (losses) earnings in equity<br>method investments **** (5) 136
Other items **** (1) (1)
Subtotal **** (32) 110
Total **** (43) 110
(1) Revised to reflect the current presentation. Refer to Appendix A of this management’s<br>discussion and analysis for additional information.
--- ---
(2) Relates to the release of tax reserves that are no longer required due to the settlement of a tax<br>dispute.
--- ---
(3) Relates primarily to an adjustment to a deferred tax asset for a tax basis step-up attributable to a non-U.S. subsidiary.
--- ---

Because the items described above impact the comparability of our tax expense or benefit for each period, we remove them from our calculation of adjusted earnings, along with the pre-tax items to which they relate. The computation of our adjusted tax expense is set forth below:

Three months ended March 31,
(millions of U.S. dollars) 2024 2023
Tax expense **** 67 196
Remove: Items from above impacting comparability **** 43 (110)
Other adjustment:
Interim period effective tax rate normalization^(1)^ **** 9 (2)
Total tax expense on adjustedearnings **** 119 84
(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<br>full-year income taxes between interim periods, but has no effect on full-year income taxes.
--- ---

We expect new tax legislation to be enacted in Canada in 2024 that will reduce our ability to deduct interest expense against our Canadian income. As a result, we expect to increase our taxable profits in Canada against which we will apply tax loss carryforwards. When the legislation is enacted, we expect to recognize previously unrecognized tax loss carryforwards in our consolidated income statement and record corresponding deferred tax assets, the amount of which could be significant.

Results of Discontinued Operations

Three months ended March 31,
(millions of U.S. dollars) 2024 2023
Earnings from discontinuedoperations, net of tax **** 14 19

Page 8

Table of Contents

LOGO

In the first quarter of 2024, earnings from discontinued operations, net of tax, included benefits from the release of reserves that are no longer required due to settlements of tax disputes. Both periods also included earnings arising on a receivable balance from LSEG relating to a tax indemnity. The earnings were due to changes in foreign exchange and interest rates.

Net earnings and diluted EPS

Three months ended March 31,
Change
(millions of U.S. dollars, except per share amounts) 2024 2023 Total Constant<br>Currency
IFRS Financial Measures
Net earnings **** 478 756 (37%)
Diluted EPS $ 1.06 $ 1.59 (33%)
Non-IFRS Financial Measures^(1)^
Adjusted earnings **** 503 396 27%
Adjusted EPS $ 1.11 $ 0.84 32% 32%
(1) In the third quarter of 2023, we amended our definition of adjusted earnings and adjusted EPS to<br>exclude amortization from acquired computer software. We revised the comparative 2023 period to reflect the current presentation. Refer to Appendices A and B of this management’s discussion and analysis for additional information and<br>reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.
--- ---

Net earnings and diluted EPS decreased in the first quarter of 2024, compared to the prior-year period, as the prior-year period included a significant increase in the value of our investment in LSEG.

Adjusted earnings and adjusted EPS, which excludes the change in value of our LSEG investment, as well as other adjustments, increased primarily due to higher adjusted EBITDA.

Both diluted and adjusted EPS benefited from a reduction in weighted-average common shares outstanding due to share repurchases and 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 months ended March 31, 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 March 31,
Change
(millions of U.S. dollars, except margins) 2024 2023 Total Constant<br>Currency Organic
Recurring revenues **** 698 672 4% 4% 7%
Transactions revenues **** 23 42 (46%) (44%) 4%
Revenues **** 721 714 1% 1% 7%
Segment adjusted EBITDA **** 342 318 7% 8%
Segment adjusted EBITDAmargin **** 47.4% 44.6% 280bp 310bp

Revenues increased slightly in total and in constant currency as organic revenue growth of 7% was largely offset by a significant negative impact from the loss of revenues from the divestiture of the Elite business in the second quarter of 2023. On an organic basis, revenues grew due to growth in both recurring (97% of the Legal Professionals segment) and transactions (3% of the Legal Professionals segment) revenues. Recurring organic revenue growth was driven by Westlaw, Practical Law, CoCounsel, HighQ, and the segment’s international businesses. Revenue growth also included a benefit of $4 million due to the migration of customers from a Global Print product to Westlaw. Transactions organic revenue growth was driven by the Government business.

Segment adjusted EBITDA and the related margin increased due to higher revenues and lower expenses. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 30bp.

Page 9

Table of Contents

LOGO

Corporates

Three months ended March 31,
Change
(millions of U.S. dollars, except margins) 2024 2023 Total Constant<br>Currency Organic
Recurring revenues **** 370 326 13% 13% 11%
Transactions revenues **** 137 109 26% 26% 16%
Revenues **** 507 435 17% 16% 12%
Segment adjusted EBITDA **** 193 154 26% 25%
Segment adjusted EBITDAmargin **** 37.8% 35.1% 270bp 260bp

Revenues increased in total and constant currency, which included a contribution from our acquisition of Pagero. On an organic basis, revenues grew 12% due to growth in both recurring (73% of the Corporates segment) and transactions (27% of the Corporates segment) revenues. Recurring organic revenue growth was driven by Practical Law, Indirect Tax, Pagero, and the segment’s international businesses. Transactions organic revenue growth benefited from strong seasonal demand from the Confirmation and Trust businesses.

Segment adjusted EBITDA and the related margin increased as higher revenues more than offset higher expenses. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 10bp.

Tax & Accounting Professionals

Three months ended March 31,
Change
(millions of U.S. dollars, except margins) 2024 2023 Total Constant<br>Currency Organic
Recurring revenues **** 199 176 13% 14% 14%
Transactions revenues **** 129 106 22% 23% 15%
Revenues **** 328 282 16% 17% 14%
Segment adjusted EBITDA **** 181 149 21% 22%
Segment adjusted EBITDAmargin **** 55.0% 51.4% 360bp 360bp

Revenues increased in total and constant currency, which included a positive impact from our acquisition of SurePrep in the prior-year period. On an organic basis, revenues increased due to growth in both recurring (61% of the Tax & Accounting Professionals segment) and transactions (39% of the Tax & Accounting Professionals segment) revenues. Recurring organic revenue growth was driven by the segment’s businesses in Latin America, UltraTax, as well as a benefit of 2% because the prior-year period included certain non-recurring customer credits. Transactions organic revenue growth was driven by the strong seasonal performance of the SurePrep, UltraTax and the Confirmation businesses.

Segment adjusted EBITDA and the related margin increased as higher revenues more than offset higher expenses. Foreign currency had no impact on the change in segment adjusted EBITDA margin.

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.

Page 10

Table of Contents

LOGO

Reuters News

Three months ended March 31,
Change
(millions of U.S. dollars, except margins) 2024 2023 Total Constant<br>Currency Organic
Recurring revenues **** 164 155 6% 7% 4%
Transactions revenues **** 46 20 127% 126% 110%
Revenues **** 210 175 20% 21% 17%
Segment adjusted EBITDA **** 60 29 105% 109%
Segment adjusted EBITDAmargin **** 28.3% 16.6% 1170bp 1190bp

Revenues increased in total, in constant currency and on an organic basis driven primarily by generative AI related content licensing revenue that was largely transactional. Excluding the content licensing revenue, revenues grew 3%, primarily from the news agreement with LSEG, described below.

Reuters News and LSEG’s Data & Analytics business have an agreement pursuant to which Reuters News supplies news and editorial content to LSEG through October 1, 2048. In the first quarter of 2024, Reuters News recorded revenues of $96 million under this agreement, compared to $92 million in the prior-year period.

Segment adjusted EBITDA and the related margin increased primarily due to higher revenues. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 20bp.

Global Print

Three months ended March 31,
Change
(millions of U.S. dollars, except margins) 2024 2023 Total Constant<br>Currency Organic
Revenues **** 124 138 (10%) (10%) (10%)
Segment adjusted EBITDA **** 47 50 (6%) (7%)
Segment adjusted EBITDAmargin **** 38.2% 36.5% 170bp 130bp

Revenues decreased in total, in constant currency, and on an organic basis, in line with our expectations. The revenue decline included the impact of the transfer of $4 million of revenues from the Global Print segment to the Legal Professionals segment due to the migration of customers from a Global Print product to Westlaw. Global Print revenues declined 6% excluding the impact of the revenue transfer.

Segment adjusted EBITDA declined primarily due to lower revenues. The related margin increased as lower expenses more than offset the impact from lower revenues. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 40bp.

Corporate costs

Three months ended March 31,
(millions of U.S. dollars) 2024 2023
Corporate costs **** 17 23

Corporate costs decreased primarily due to lower costs in certain corporate functional areas and a benefit from foreign currency.

Investment in LSEG

We indirectly own shares in LSEG through YPL, an entity jointly owned by our company and Blackstone’s consortium.

On March 5, 2024, LSEG amended the terms of contractual lock-up provisions previously agreed between LSEG and the Blackstone consortium/Thomson Reuters entities that hold the LSEG shares, which increased the number of LSEG shares we could sell between March 2, 2024 and January 29, 2025 from 6.1 million shares to 7.5 million shares. In the first quarter of 2024, we sold 10.1 million shares of LSEG that our company indirectly owned, including 2.6 million that were subject to call options. We received $1.2 billion of gross proceeds related to LSEG transactions which included $57 million from the settlement of foreign exchange contracts and $58 million from shares sold in 2023 that settled in 2024. Virtually all of the $1.2 billion was received in the form of dividends from YPL. See the “Liquidity and Capital Resources” section of the management’s discussion and analysis for information on our use of proceeds from the sale of LSEG shares.

Page 11

Table of Contents

LOGO

In the first quarter of 2023, we sold 24.5 million shares of LSEG that our company indirectly owned. We received $2.3 billion of gross proceeds, which included $96 million from the settlement of foreign exchange contracts. Of this amount $2.2 billion was received in the form of dividends from YPL.

See the “Subsequent Events” section of this management’s discussion and analysis for transactions that occurred after March 31, 2024 and the details about the value of our current LSEG holdings.

Liquidity and Capital Resources

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

In the first quarter of 2024, we received gross proceeds of $1.2 billion in connection with the sale of 10.1 million LSEG shares. We acquired World Business Media and 99.58% of Pagero for an aggregate amount of $806 million. We also repurchased $352 million of our common shares under our current share repurchase program. As of March 31, 2024, we have cumulatively purchased $713 million under our current plan to repurchase up to $1.0 billion of our common shares as announced on November 1, 2023, and expect to complete our share repurchase program by the end of the second quarter of 2024.

We plan to continue to sell LSEG shares subject to contractual lock-up provisions. We expect those proceeds will provide us with further options for investment, including acquisitions and returns to shareholders (refer to the “Investment in LSEG” section, and the “Share repurchases – Normal Course Issuer Bid (NCIB)” subsection below, of this management’s discussion and analysis 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 Israel – Hamas conflict, 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 March 31, 2024, we had $1.9 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 March 31, 2024 was 0.8:1, 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 March 31, 2024 was 0.7:1, which is also well below the maximum leverage ratio allowed under the credit facility of 4.5:1. Our next scheduled debt maturity is in September 2024.

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.

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

Page 12

Table of Contents

LOGO

Cash flow

Summary of consolidated statement of cash flow

Three months endedMarch 31,
(millions of U.S. dollars) 2024 2023 Change
Net cash provided by operatingactivities **** 432 267
Net cash provided by investingactivities **** 643 1,668
Net cash used in financingactivities **** (470) (1,315)
Translationadjustments **** (2) 1
Increase in cash and cashequivalents **** 603 621
Cash and cashequivalents at beginning of period **** 1,298 1,069
Cash and cashequivalents at end of period **** 1,901 1,690
Non-IFRSFinancial Measure ^(1)^
Free cashflow **** 271 133

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 due to the cash benefits from higher operating profit. The prior period also included $63 million of payments related to our Change Program, which we completed in 2022.

**Investing activities.**Net cash provided by investing activities in the first quarter of 2024 included $1,244 million in proceeds from the sales of LSEG shares (see the “Investment in LSEG” section of this management’s discussion and analysis for additional information). These inflows were partly offset by $436 million of acquisition spend, which included the purchase of a controlling interest in Pagero and all of World Business Media, and $145 million of capital expenditures.

Net cash provided by investing activities in the first quarter of 2023 included $2,293 million in proceeds from the sales of LSEG shares. These inflows were partly offset by $490 million of acquisition spend, which included SurePrep LLC, a provider of tax automation software and services, and $140 million of capital expenditures.

Financing activities. **** Net cash used in financing activities in the first quarter of 2024 included outflows of $380 million for the purchase of shares from Pagero’s minority shareholders and $48 million for the repayment of Pagero’s outstanding debt. Cash outflows also included $589 million in returns to our common shareholders, which was comprised of $237 million of dividends and $352 million of share repurchases. These outflows were partly offset by $564 million in net borrowings under our commercial paper program.

Net cash used in financing activities in the first quarter of 2023 included outflows of $942 million of returns to common shareholders, which was comprised of $224 million of dividends and $718 million of share repurchases, as well as $361 million in net payments under our commercial paper program. Refer to the “Commercial paper program”, ”Dividends” and “Share repurchases - Normal Course Issuer Bid (NCIB)” subsections below for additional information.

Cash and cashequivalents. Cash and cash equivalents as of March 31, 2024 were higher compared to the beginning of the year primarily due to net proceeds from the sale of 10.1 million of our indirectly owned LSEG shares.

Free cash flow. Free cash flow increased primarily due to higher cash flows from operating activities, as capital expenditures were only slightly higher. The prior-year period also benefited from 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<br>cost-effective and flexible short-term funding. The carrying amount of outstanding commercial paper of $699 million is included in “Current indebtedness” within the consolidated statement of financial position as of March 31,<br>2024 (December 31, 2023 - $130 million). Issuances of commercial paper reached a peak of $700 million during the first quarter of 2024.

Page 13

Table of Contents

LOGO

^●^ Credit facility. We have a $2.0 billion syndicated credit facility agreement which matures<br>in 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 March 31, 2024.<br>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) plus 102.5 basis<br>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 debt<br>rating is downgraded by Moody’s, S&P or Fitch, our facility fees and borrowing costs would increase, although availability would be unaffected. Conversely, an upgrade in our ratings may reduce our facility fees and borrowing costs. We also<br>monitor the lenders that are party to our facility and believe they continue to be able to lend to us.
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 March 31, 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 0.7:1.
---
^●^ Long-term debt. We did not issue notes or repay any of our term debt in the three months ended<br>March 31, 2024. Thomson Reuters Corporation and 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 29, 2024 under a base shelf<br>prospectus. Any debt securities issued by TR Finance LLC will be fully and unconditionally guaranteed on an unsecured basis by Thomson Reuters Corporation and three U.S. subsidiary guarantors, which are also indirect 100%-owned and consolidated<br>subsidiaries of Thomson Reuters Corporation. Except for TR Finance LLC and the subsidiary guarantors, none of Thomson Reuters Corporation’s other subsidiaries have guaranteed or would otherwise become obligated with respect to any issued TR<br>Finance LLC debt securities. Neither Thomson Reuters Corporation nor TR Finance LLC has issued any debt securities under the prospectus. We expect to file a new base shelf prospectus later this year in connection with the expiration of the current<br>base shelf 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.
--- ---
^●^ 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.
--- ---
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.
---

Page 14

Table of Contents

LOGO

^●^ 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.
Details of dividends declared per common share and dividends paid on common shares are as follows:
---
Three months ended March 31,
--- --- --- --- ---
(millions of U.S. dollars, except per share<br>amounts) 2024 2023
Dividendsdeclared per common share $ 0.54 $ 0.49
Dividends declared **** 244 232
Dividendsreinvested **** (7) (8)
Dividendspaid **** 237 224
^●^ 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 plan to repurchase up to $1.0 billion of our common shares. Share repurchases are typically executed under a NCIB. Shares are<br>repurchased for the new buyback program under a renewed NCIB, which was approved by the TSX and effective on November 1, 2023. Under the renewed NCIB up to 10 million common shares may be repurchased between November 3, 2023 and<br>November 2, 2024. We may repurchase common shares in open market transactions on the TSX, the NYSE and/or other exchanges and alternative trading systems, if eligible, or by such other means as may be permitted by the TSX and/or NYSE or under<br>applicable law, including private agreement purchases or share purchase program agreement purchases if we receive, if applicable, an issuer bid exemption order in the future from applicable securities regulatory authorities in Canada for such<br>purchases. The price that we will pay for common shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by the TSX.
--- ---
Details of share repurchases were as follows:
---
Three months ended March 31,
--- --- --- --- ---
2024 2023
Share repurchases (millions of U.S.dollars) **** 352 718
Shares repurchased (number inmillions) **** 2.3 6.0
Sharerepurchases – average price per share in U.S. dollars $ 153.50 $ 120.10
Decisions regarding any future repurchases will depend on certain factors such as market conditions,<br>share price and other opportunities to invest capital for growth. We may elect to suspend or discontinue share repurchases at any time, in accordance with applicable laws. From time to time when we do not possess material nonpublic information about<br>ourselves or our securities, we may enter into a pre-defined plan with our broker to allow for the repurchase of shares at times when we ordinarily would not be active in the market due to our own internal<br>trading blackout periods, insider trading rules or otherwise. Any such plans entered into with our broker will be adopted in accordance with applicable Canadian securities laws and the requirements of Rule<br>10b5-1 under the U.S. Securities Exchange Act of 1934, as amended.
---

Financial position

Our total assets of $18.8 billion as of March 31, 2024 did not significantly change compared to $18.7 billion of total assets as of December 31, 2023.

Page 15

Table of Contents

LOGO

As of March 31, 2024, our current liabilities exceeded our current assets because current liabilities include a significant amount of deferred revenue, which arises from the sale of subscription-based products and services that many customers pay for in advance. The cash received from these advance payments is used to currently fund the operating, investing and financing activities of our business. However, for accounting purposes, these advance payments must be deferred and recognized over the term of the subscription. As such, we typically reflect a negative working capital position in our consolidated statement of financial position. In the ordinary course of business, deferred revenue does not represent a cash obligation, but rather an obligation to perform services or deliver products, and therefore when we are in that situation, we do not believe it is indicative of a liquidity issue, but rather an outcome of the required accounting for our business model.

Net debt and leverage ratio of net debt to adjusted EBITDA

March 31, December 31,
(millions of U.S. dollars) 2024 2023
Net debt^(1)^ **** 2,185 2,207
Leverage ratio of net debt to adjustedEBITDA
Adjusted EBITDA^(1)^ **** 2,807 2,678
Net debt /adjusted EBITDA^(1)^ **** 0.8:1 0.8:1
(1) Amounts represent non-IFRS financial measures. For<br>additional information about our liquidity, we 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 comparable IFRS financial measures.
--- ---

Our leverage ratio of net debt to adjusted EBITDA was well below our target ratio of 2.5:1. Net debt was essentially unchanged as an increase in our commercial paper borrowings was offset by an increase in our cash and cash equivalents (refer to the “Cash Flow” section of this management’s discussion and analysis for additional information). As of March 31, 2024, our total debt position (after swaps) was $3.8 billion. Occasionally, we hold commercial paper and excess cash balances simultaneously due to timing of global cash operations.

The maturity dates for our term debt are well balanced with no significant concentration in any one year. As of March 31, 2024, the average maturity of our term debt of $3.1 billion (total debt excluding $699 million of commercial paper) 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 three months ended March 31, 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.

Page 16

Table of Contents

LOGO

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 expect to continue recording 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 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 annualreport, which contains further information on risks related to legal and tax matters.

Outlook

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

In February 2024, we communicated our financial outlook for the year. In May 2024, we moderately raised our 2024 outlook for total and organic revenue growth for both our total company and our “Big 3” segments, reflecting the strong performance of our business in the first quarter of 2024. We maintained our outlook for all other guidance metrics. 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.
--- ---

We believe this type of guidance provides useful insight into the anticipated performance of our business.

Page 17

Table of Contents

LOGO

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 2023 Actual 2024 Outlook<br>2/8/2024
Revenue growth 3% Approx. 6.5%
Organicrevenue growth^(1)^ 6% Approx. 6.0%
Adjusted EBITDA margin^(1)^ 39.3% Approx. 38%
Corporatecosts $115 million 120 - 130 million
Free cash flow^(1)^ $1.9 billion Approx. 1.8 billion
Accrued capitalexpenditures as a percentage of revenues^(1)^ 7.8% Approx. 8.5%
Depreciation and amortization of computersoftware $628 million 730 - 750 million
Depreciation and amortization of internally developedsoftware $556 million 595 - 615 million
Amortization of acquiredsoftware $72 million Approx. 135 million
Interest expense^(^^2)^ $164 million 150 - 170 million
Effective tax rate onadjusted earnings^(1)^ 16.5% Approx. 18%
“Big 3” Segments^(1)^ 2023 Actual 2024 Outlook<br>2/8/2024
Revenue growth 3% Approx. 8.0%
Organicrevenue growth 7% Approx. 7.5%
Adjusted EBITDAmargin 43.8% Approx. 43%

All values are in US Dollars.

(1) Non-IFRS financial measures. Refer to Appendices A and B of<br>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.
(2) 2023 actual excludes a $12 million interest benefit associated with the release of tax reserves<br>that is removed from adjusted earnings.
--- ---

We expect our second-quarter 2024 organic revenue growth rate to be approximately 6% and our adjusted EBITDA margin to be approximately 36%.

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

Page 18

Table of Contents

LOGO

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 supplier costs and costs of print materials<br><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 ability of our customers to pay us<br><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
--- ---
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<br>or losses in 2023 does not significantly change in 2024<br> <br><br><br><br>^●^ Minimal changes in currently enacted tax laws and treaties within the jurisdictions where we operate (except for the enactment of proposed tax legislation having retroactive effect<br>to January 1, 2024 that is currently under consideration by Canada’s Parliament)<br> <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 $595 - $615 million in 2024<br><br><br><br> <br>^●^ Interest expense of $150 - $170 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<br>losses<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 and foreign exchange contracts. Additionally, we cannot reasonably predict (i) our share of post-tax earnings or losses in equity method investments, which is subject to changes in the stock price of LSEG or (ii) 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 May 1, 2024, our principal shareholder, Woodbridge, beneficially owned approximately 70% of our common shares.

Transactions with YPL

In the first quarter of 2024, we received $1.2 billion of dividends from YPL related to sale of LSEG shares indirectly owned by our company. See the “Investment in LSEG” section of this management’s discussion and analysis for additional information.

Page 19

Table of Contents

LOGO

Except for the above transactions, there were no new significant related party transactions during the first quarter 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

Sale of LSEG Shares

On May 1, 2024, we agreed to sell to LSEG approximately 1.6 million LSEG shares that we indirectly owned for approximately $175 million in an off-market purchase pursuant to the terms of a buyback contract that was approved by LSEG’s shareholders on April 25, 2024. In order to enable the off-market purchase, LSEG agreed to a limited variation of the contractual lock-up provisions previously agreed between LSEG and the Blackstone consortium/Thomson Reuters entities that hold the LSEG shares.

As of May 1, 2024, after the completion of the above transaction, we indirectly owned approximately 4.3 million LSEG shares and the market value was approximately $0.5 billion, based on LSEG’s closing share price on that date. These shares are subject to amended lock-up provisions that allow our company to sell all of the remaining shares after January 29, 2025. Relative to our remaining shares as of May 1, 2024, we expect to pay 25% capital gains tax on proceeds above our tax basis of approximately $100 million.

Share Repurchases

From April 1, 2024 through April 30, 2024, we repurchased 0.7 million of our common shares for $106 million under the $1.0 billion share buyback program announced in November 2023. Under this program, we have cumulatively repurchased $819 million of our common shares.

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 months ended March 31, 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.

Page 20

Table of Contents

LOGO

Internal control over financial 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.

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

Share capital

As of May 1, 2024, we had outstanding 450,530,559 common shares, 6,000,000 Series II preference shares, 1,326,681 stock options and a total of 1,392,679 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 regarding the Company’s intention to sell a portion of its shares in LSEG, 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 share repurchases, its expectations regarding refunds on amounts paid to HMRC, and other expectations regarding the Company’s strategic priorities,initiatives and opportunities, expectations regarding its liquidity and capital resources, and our intention to file a base shelf prospectus, and expectations regarding the impact of tax legislation to be enacted. The words “will”,“expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. Whilewe believe that we have a reasonable basis for making forward-looking statements in 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-lookingstatement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties andassumptions are beyond our company’s control and the effects of them can be difficult to predict. In particular, the full extent of the impact of macroeconomic and geopolitical environment on the Company’s business, operations andfinancial results will depend on numerous evolving factors that we may not be able to accurately predict.

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

TheCompany’s business outlook is based on information currently available to the Company and is based on various external and internal assumptions made by the Company in light of its experience and perception of historical trends, currentconditions and expected future developments, as well as other factors that the Company believes are appropriate under the circumstances.

The Company has provided a business outlook for the purpose of presenting information about current expectations for the periods presented. This information may not be appropriate for other purposes. You are cautioned not toplace undue reliance on forward-looking statements which reflect expectations only as of the date of this management’s discussion and analysis. Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update orrevise any forward-looking statements.

Page 21

Table of Contents

LOGO

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.

In the third quarter of 2023, we amended our definition of adjusted earnings and adjusted EPS to exclude amortization from acquired computer software. While we have always excluded amortization from acquired identifiable intangible assets other than computer software from adjusted earnings and adjusted EPS, this change aligns our treatment of amortization for all acquired intangible assets. Prior period amounts were revised for comparability. Acquired intangible assets contribute to the generation of revenues from acquired companies, which are included in our computation of adjusted earnings.

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 Directly Comparable<br><br><br>IFRS 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<br>operating gains and losses, certain asset 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 operations
Adjusted EBITDA less accrued capital expenditures and the relatedmargin
Represents adjusted EBITDA less accrued capital<br>expenditures, where accrued capital expenditures include amounts that remain unpaid at the reporting date.<br> <br><br><br><br>The related margin is adjusted EBITDA less accrued capital expenditures expressed as a percentage of revenues. For purposes of<br>this calculation, revenues are before fair value adjustments to acquired deferred revenue. Provides a basis for evaluating the operating profitability and capital intensity of a business in a single measure. This measure captures investments<br>regardless of whether they are expensed or capitalized, and reflects the basis on which management measures capital spending. Earnings from continuing operations
Accrued capital expenditures as a percentage ofrevenues
Accrued capital expenditures expressed as a<br>percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue. Reflects the basis on how we manage capital expenditures for internal budgeting purposes. Capital expenditures

Page 22

Table of Contents

LOGO

How We Define It Why We Use It and Why It Is UsefultoInvestors Most Directly Comparable<br><br><br>IFRS Measure
Adjusted earnings and adjusted EPS
Net earnings or loss including dividends declared on preference shares but<br>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 assets<br>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,<br>discontinued operations and other items 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<br>amount of each item is excluded from adjusted earnings based on the specific tax rules and tax rates associated with the nature and jurisdiction of each item. Provides a more comparable<br>basis to analyze earnings.<br> <br><br> <br>These measures are commonly used by<br>shareholders to measure performance. Net earnings and diluted earnings per share
Adjusted EPS is calculated from adjusted earnings<br>using diluted weighted-average shares and does not represent actual earnings or loss per share attributable to shareholders.
Effective tax rate on adjusted earnings
Adjusted tax expense divided by pre-tax adjusted earnings.<br>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 comparability. Provides a basis to analyze the effective tax rate associated with adjusted earnings. Tax expense
In interim periods, we also make an adjustment<br>to reflect income taxes based on 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 estimated full-year income taxes between interim periods but has no effect on full-year income taxes. Because the geographical mix of pre-tax profits and losses in interim periods may be different from that for<br>the full year, our effective tax rate computed in accordance with IFRS may be more volatile by quarter. Therefore, we believe that using the expected full-year effective tax rate provides more comparability among interim periods.

Page 23

Table of Contents

LOGO

How We Define It Why We Use It and Why It Is UsefultoInvestors Most Directly Comparable<br><br><br>IFRS 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 transaction costs and premiums or discount) plus the currency related<br>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 long-term<br>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<br>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 offoreign currency or at “constant currency”
Applicable measures where changes are reported<br>before the impact of foreign currency or at “constant currency”<br> <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 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.

Page 24

Table of Contents

LOGO

How We Define It Why We Use It and Why It Is UsefultoInvestors Most Directly Comparable<br><br><br>IFRS Measure
Changes in revenues computed onan “organic” basis
Represent changes in revenues of our existing businesses at constant currency. The metric excludes the distortive impacts of<br>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. We compare revenues for the acquired business for the period we<br>owned the business to the same prior-year period revenues for that business, when we did not own it.<br> <br>^●^ For dispositions, we calculate organic growth only for the time we owned the business<br>in the current period, compared to the same period in the prior year. Provides further insight into<br>the performance of our existing businesses by excluding distortive impacts and serves as a better measure of our 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<br>offerings. Revenues<br> <br>Earnings from continuing<br>operations

Page 25

Table of Contents

LOGO

Appendix B

This appendix provides reconciliations of certain non-IFRS financial measures to the most directly comparable IFRS measure for the three months ended March 31, 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 endedMarch 31, Year endedDecember 31,
(millions of U.S. dollars, except margins) 2024 2023 2023
Earnings from continuing operations **** 464 737 2,646
Adjustments to remove:
Tax expense **** 67 196 417
Other finance (income) costs **** (22) 90 192
Net interest expense **** 40 55 152
Amortization of other identifiable intangible assets **** 25 25 97
Amortization of computer software **** 153 118 512
Depreciation **** 28 30 116
EBITDA **** 755 1,251 4,132
Adjustments to remove:
Share of post-tax losses (earnings) in equity method<br>investments **** 8 (570) (1,075)
Other operating losses (gains), net **** 41 (17) (397)
Fair value adjustments^(1)^ **** 2 13 18
Adjusted EBITDA **** 806 677 2,678
Deduct: Accrued capital<br>expenditures **** (134) (121) (532)
Adjusted EBITDA less accrued capital expenditures **** 672 556 2,146
Adjusted EBITDA margin **** 42.7% 38.8% 39.3%
Adjusted EBITDAless accrued capital expenditures margin **** 35.6% 31.8% 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.
--- ---

Reconciliation of capital expenditures to accrued capital expenditures

Three months endedMarch 31, Year endedDecember 31,
(millions of U.S. dollars) 2024 2023 2023
Capital expenditures **** 145 140 544
Remove: IFRS adjustment to cash basis **** (11) (19) (12)
Accrued capital expenditures **** 134 121 532
Accrued capital expenditures as a percentage of revenues **** n/a n/a 7.8%

Page 26

Table of Contents

LOGO

Reconciliation of net earnings to adjusted earnings and adjusted EPS

Three months endedMarch 31,
(millions of U.S. dollars, except per share amounts andshare data) 2024
Net earnings **** 478 756 2,695
Adjustments to remove:
Fair value<br>adjustments^(1)^ **** 2 13 18
Amortization of acquired computer software **** 38 7 72
Amortization of other identifiable intangible assets **** 25 25 97
Other operating losses (gains), net **** 41 (17) (397)
Interest benefit impacting comparability^(2)(3)^ **** (12)
Other finance (income) costs **** (22) 90 192
Share of post-tax losses (earnings) in equity method<br>investments **** 8 (570) (1,075)
Tax on above<br>items^(3)^ **** (32) 110 265
Tax items impacting<br>comparability^(2)(3)^ **** (11) (172)
Earnings from discontinued operations, net of tax **** (14) (19) (49)
Interim period effective tax rate normalization^(3)^ **** (9) 2
Dividends declare on preference shares **** (1) (1) (5)
Adjusted earnings^(4)^ **** 503 396 1,629
Adjusted EPS^(4)^ **** 1.11 0.84 $3.51
Diluted weighted-average common shares (millions) **** 452.8 474.2 464.0

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) Release of tax and interest reserves due to the expiration of statutes of limitation.
--- ---
(3) For three months ended March 31, 2024 and 2023, see the “Results of Operations—Tax<br>expense” section of this management’s discussion and analysis for additional information.
--- ---
(4) The adjusted earnings impact of non-controlling interests,<br>which was applicable only to the three months ended March 31, 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 tax expense **** 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 costs 31
Other operating gains, net (81)
Other items (1)
Subtotal – Remove tax expense on pre-tax items<br>removed from adjusted 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%

Page 27

Table of Contents

LOGO

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

Three months endedMarch 31, Year endedDecember 31,
(millions of U.S. dollars) 2024 2023 2023
Net cash provided by operating activities **** 432 267 2,341
Capital expenditures **** (145) (140) (544)
Other investing activities **** 23 137
Payments of lease principal **** (15) (16) (58)
Dividends paid on preferenceshares **** (1) (1) (5)
Free cash flow **** 271 133 1,871

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

March 31, December 31,
(millions of U.S. dollars) 2024 2023
Current indebtedness **** 941 372
Long-term indebtedness **** 2,879 2,905
Total debt **** 3,820 3,277
Swaps **** (42) (65)
Total debt after swaps **** 3,778 3,212
Remove fair value adjustments for hedges^(1)^ **** 7 2
Total debt after currency hedging arrangements **** 3,785 3,214
Remove transaction costs, premiums or discounts included in the carryingvalue of debt **** 26 26
Add: Lease liabilities (current and non-current) **** 275 265
Less: Cash and cash equivalents^(2)^ **** (1,901) (1,298)
Net debt **** 2,185 2,207
Leverage ratio of net debt to adjusted EBITDA
Adjusted EBITDA **** 2,807 2,678
Net debt/adjusted EBITDA **** 0.8:1 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 $111 million and $100 million as of March 31,<br>2024 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.
--- ---

Page 28

Table of Contents

LOGO

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 March 31,
Change
(millions of U.S. dollars) 2024 2023 Total Foreign<br>Currency Subtotal<br><br><br>Constant<br><br><br>Currency Acquisitions/<br>Divestitures Organic
Revenues
Legal Professionals **** 721 714 1% 1% (6%) 7%
Corporates **** 507 435 17% 1% 16% 4% 12%
Tax &Accounting Professionals **** 328 282 16% (1%) 17% 3% 14%
“Big 3” SegmentsCombined **** 1,556 1,431 9% 9% (1%) 10%
Reuters News **** 210 175 20% 21% 4% 17%
Global Print **** 124 138 (10%) (10%) (10%)
Eliminations/Rounding **** (5) (6)
Totalrevenues **** 1,885 1,738 8% 8% (1%) 9%
RecurringRevenues
Legal Professionals **** 698 672 4% 4% (4%) 7%
Corporates **** 370 326 13% 1% 13% 2% 11%
Tax &Accounting Professionals **** 199 176 13% (1%) 14% 14%
“Big 3” SegmentsCombined **** 1,267 1,174 8% 8% (2%) 9%
Reuters News **** 164 155 6% (1%) 7% 3% 4%
Eliminations/Rounding **** (5) (6)
Totalrecurring revenues **** 1,426 1,323 8% 8% (1%) 9%
TransactionsRevenues
Legal Professionals **** 23 42 (46%) (2%) (44%) (49%) 4%
Corporates **** 137 109 26% 26% 10% 16%
Tax &Accounting Professionals **** 129 106 22% (1%) 23% 8% 15%
“Big 3” SegmentsCombined **** 289 257 13% (1%) 13% (1%) 14%
ReutersNews **** 46 20 127% 1% 126% 16% 110%
Totaltransactions revenues **** 335 277 21% (1%) 22% 22%

The three months ended March 31, 2023 reflects a revision of $3 million between recurring and transactions revenues within the Corporates segment.

Year ended December 31,
Change
(millions of U.S. dollars) 2023 2022 Total Foreign<br>Currency Subtotal<br><br><br>Constant<br><br><br>Currency 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%

Page 29

Table of Contents

LOGO

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 March 31,
(millions of U.S. dollars, except margins and per shareamounts) 2024 Foreign<br>Currency Constant<br>Currency
AdjustedEBITDA
Legal Professionals **** 342 318 7% (1%) 8%
Corporates **** 193 154 26% 1% 25%
Tax &Accounting Professionals **** 181 149 21% (1%) 22%
“Big 3” SegmentsCombined **** 716 621 15% 16%
Reuters News **** 60 29 105% (4%) 109%
Global Print **** 47 50 (6%) 1% (7%)
Corporatecosts **** (17) (23) n/a n/a n/a
Adjusted EBITDA **** 806 677 19% 19%
Adjusted EBITDAmargin
Legal Professionals **** 47.4% 44.6% 280bp (30)bp 310bp
Corporates **** 37.8% 35.1% 270bp 10bp 260bp
Tax &Accounting Professionals **** 55.0% 51.4% 360bp 360bp
“Big 3” SegmentsCombined **** 45.8% 43.1% 270bp (20)bp 290bp
Reuters News **** 28.3% 16.6% 1170bp (20)bp 1190bp
GlobalPrint **** 38.2% 36.5% 170bp 40bp 130bp
AdjustedEBITDA margin **** 42.7% 38.8% 390bp 390bp
Operating expenses **** 1,081 1,074 1% 1%
AdjustedEPS **** 1.11 0.84 32% 32%

All values are in US Dollars.

“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 &<br>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<br>fair value adjustments to acquired deferred revenue 5,500
Adjusted EBITDA<br>margin 43.8%
Consolidated
Adjusted EBITDA 2,678
Revenues, excluding 16 million of<br>fair value adjustments to acquired deferred revenue 6,810
Adjusted<br>EBITDA margin 39.3%

All values are in US Dollars.

Page 30

Table of Contents

LOGO

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 March 31, 2024
(millions of U.S. dollars, except margins) IFRSrevenues Remove fair valueadjustments<br><br><br>to acquireddeferred revenue Revenuesexcludingfair valueadjustmentsto acquireddeferred revenue AdjustedEBITDA AdjustedEBITDAmargin
Revenues
Legal Professionals **** 721 **** **** 721 **** 342 **** 47.4%
Corporates **** 507 **** 3 **** 510 **** 193 **** 37.8%
Tax & AccountingProfessionals **** 328 **** **** 328 **** 181 **** 55.0%
“Big 3” Segments Combined **** 1,556 **** 3 **** 1,559 **** 716 **** 45.8%
Reuters News **** 210 **** 1 **** 211 **** 60 **** 28.3%
Global Print **** 124 **** **** 124 **** 47 **** 38.2%
Eliminations/Rounding **** (5) **** **** (5) **** **** n/a
Corporate costs **** **** **** **** (17) **** n/a
Consolidatedtotals **** 1,885 **** 4 **** 1,889 **** 806 **** 42.7%
Three months ended March 31, 2023
--- --- --- --- --- --- --- --- --- --- ---
(millions of U.S. dollars, except margins) IFRSrevenues Remove fair valueadjustmentstoacquireddeferred revenue Revenuesexcludingfair valueadjustmentsto acquireddeferred revenue AdjustedEBITDA AdjustedEBITDAmargin
Revenues
Legal Professionals 714 714 318 44.6%
Corporates 435 2 437 154 35.1%
Tax & AccountingProfessionals 282 7 289 149 51.4%
“Big 3” Segments Combined 1,431 9 1,440 621 43.1%
Reuters News 175 175 29 16.6%
Global Print 138 138 50 36.5%
Eliminations/Rounding (6) (6) n/a
Corporate costs (23) n/a
Consolidatedtotals 1,738 9 1,747 677 38.8%

Page 31

Table of Contents

LOGO

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) March 31,2024
Revenues **** 1,885 1,815 1,594 1,647 1,738 1,765 1,574 1,614
Operating profit **** 557 558 441 825 508 631 398 391
Earnings (loss) from continuing operations **** 464 650 370 889 737 179 265 (71)
Earnings (loss) from discontinued operations, net of tax **** 14 28 (3) 5 19 39 (37) (44)
Net earnings(loss) **** 478 678 367 894 756 218 228 (115)
Earnings (loss) attributable to: Common shareholders **** 481 678 367 894 756 218 228 (115)
Non-controllinginterests **** (3)
Basic earnings (loss) per share
From continuing operations **** 1.03 1.43 0.81 1.89 1.56 0.37 0.55 $(0.15)
From discontinued operations **** 0.03 0.06 (0.01) 0.01 0.04 0.08 (0.08) (0.09)
**** 1.06 1.49 0.80 1.90 1.60 0.45 0.47 $(0.24)
Diluted earnings (loss) per share
From continuing operations **** 1.03 1.43 0.81 1.89 1.55 0.37 0.55 $(0.15)
From discontinued operations **** 0.03 0.06 (0.01) 0.01 0.04 0.08 (0.08) (0.09)
**** 1.06 1.49 0.80 1.90 1.59 0.45 0.47 $(0.24)

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, our revenues from quarter to consecutive quarter can be impacted by seasonality, particularly 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 third and fourth quarters of 2022 when a significant strengthening in the U.S. dollar caused a moderate decrease to our revenues. Divestitures negatively impacted our revenues throughout 2023 as well as in the first quarter of 2024, despite contributions from recent acquisitions.

Operating profit – Our operating profit does not tend to be significantly impacted by seasonality. Because 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 the timing of costs associated with our Change Program.

Net earnings (loss) – Our net earnings (loss) have been significantly impacted by our 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 and second quarter of 2022 reflected decreases in the value of our LSEG investment. While the third quarter of 2022 also included a significant reduction in the value of our LSEG investment, the reduction was virtually all due to the strengthening of the U.S. dollar against the British pound sterling, which was mitigated by gains on foreign exchange contracts related to a portion of the investment, which is denominated in British pound sterling.

Page 32

Table of Contents

LOGO

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. The ability of TR Finance LLC to pay interest, premiums, operating expenses and to meet its debt obligations will depend upon the credit support of Thomson Reuters Corporation and the subsidiary guarantors. 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<br>Thomson Reuters Corporation on a combined 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 months ended March 31, 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.

Page 33

Table of Contents

LOGO

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 March 31, 2024
(millions of U.S. dollars) Parent SubsidiaryIssuer GuarantorSubsidiaries Non-GuarantorSubsidiaries Eliminations Consolidated
CONTINUING OPERATIONS
Revenues **** **** **** 559 **** 1,502 **** (176) **** 1,885
Operating expenses **** (5) **** **** (415) **** (837) **** 176 **** (1,081)
Depreciation **** **** **** (9) **** (19) **** **** (28)
Amortization of computer software **** **** **** (4) **** (149) **** **** (153)
Amortization of other identifiable intangible assets **** **** **** (10) **** (15) **** **** (25)
Other operating losses,<br>net **** **** **** (5) **** (36) **** **** (41)
Operating (loss) profit **** (5) **** **** 116 **** 446 **** **** 557
Finance (costs) income, net:
Net interest (expense) income **** (38) **** **** 1 **** (3) **** **** (40)
Other finance (costs) income **** (20) **** **** 1 **** 41 **** **** 22
Intercompany net interest<br>income (expense) **** 30 **** **** (15) **** (15) **** ****
(Loss) income before tax and equity method<br>investments **** (33) **** **** 103 **** 469 **** **** 539
Share of post-tax losses in<br>equity method investments **** **** **** **** (8) **** **** (8)
Share of post-tax earnings<br>(losses) in subsidiaries **** 511 **** **** (1) **** 79 **** (589) ****
Tax expense **** **** **** (24) **** (43) **** **** (67)
Earnings from continuing operations **** 478 **** **** 78 **** 497 **** (589) **** 464
Earnings from discontinued<br>operations, net of tax **** **** **** **** 14 **** **** 14
Net earnings **** 478 **** **** 78 **** 511 **** (589) **** 478
Earnings attributable to:
Common shareholders **** 478 **** **** 78 **** 514 **** (589) **** 481
Non-controlling<br>interests **** **** **** **** (3) **** **** (3)
Three months ended March 31, 2023
--- --- --- --- --- --- --- --- --- --- --- --- ---
(millions of U.S. dollars) Parent SubsidiaryIssuer GuarantorSubsidiaries Non-GuarantorSubsidiaries Eliminations Consolidated
CONTINUING OPERATIONS
Revenues 569 1,353 (184) 1,738
Operating expenses (433) (825) 184 (1,074)
Depreciation (11) (19) (30)
Amortization of computer software (5) (113) (118)
Amortization of other identifiable intangible assets (12) (13) (25)
Other operating gains<br>(losses), net 23 (4) (2) 17
Operating profit 23 104 381 508
Finance (costs) income, net:
Net interest expense (51) (1) (3) (55)
Other finance costs (3) (87) (90)
Intercompany net interest<br>income (expense) 66 (12) (54)
Income before tax and equity method investments 35 91 237 363
Share of post-tax earnings in<br>equity method investments 570 570
Share of post-tax earnings<br>(losses) in subsidiaries 721 (3) 68 (786)
Tax expense (23) (173) (196)
Earnings from continuing operations 756 65 702 (786) 737
Earnings from discontinued<br>operations, net of tax 19 19
Net earnings 756 65 721 (786) 756
Earnings attributable to:
Common shareholders 756 65 721 (786) 756
Non-controlling interests

Page 34

Table of Contents

LOGO

CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION

March 31, 2024
(millions of U.S. dollars) Parent SubsidiaryIssuer GuarantorSubsidiaries Non-GuarantorSubsidiaries Eliminations Consolidated
Cash and cash equivalents **** 6 **** - **** 70 **** 1,825 **** **** 1,901
Trade and other receivables **** **** **** 230 **** 810 **** **** 1,040
Intercompany receivables **** 2,756 **** **** 429 **** 2,193 **** (5,378) ****
Other financial assets **** **** **** 5 **** 13 **** **** 18
Prepaid expenses and other current<br>assets **** **** **** 219 **** 245 **** **** 464
Current assets **** 2,762 **** **** 953 **** 5,086 **** (5,378) **** 3,423
Property and equipment, net **** **** **** 203 **** 248 **** **** 451
Computer software, net **** **** **** 45 **** 1,455 **** **** 1,500
Other identifiable intangible assets, net **** **** **** 1,011 **** 2,188 **** **** 3,199
Goodwill **** **** **** 3,796 **** 3,489 **** **** 7,285
Equity method investments **** **** **** **** 836 **** **** 836
Other financial assets **** 100 **** **** 4 **** 322 **** **** 426
Other non-current assets **** **** **** 116 **** 513 **** **** 629
Intercompany receivables **** 167 **** **** 2 **** 778 **** (947) ****
Investments in subsidiaries **** 13,952 **** **** 486 **** 4,012 **** (18,450) ****
Deferred tax **** **** **** **** 1,067 **** **** 1,067
Total assets **** 16,981 **** **** 6,616 **** 19,994 **** (24,775) **** 18,816
LIABILITIES AND EQUITY
Liabilities
Current indebtedness **** 941 **** **** **** **** **** 941
Payables, accruals and provisions **** 104 **** **** 239 **** 579 **** **** 922
Current tax liabilities **** **** **** **** 354 **** **** 354
Deferred revenue **** **** **** 310 **** 618 **** **** 928
Intercompany payables **** 1,751 **** **** 452 **** 3,175 **** (5,378) ****
Other financial liabilities **** 269 **** **** 15 **** 106 **** **** 390
Current liabilities **** 3,065 **** **** 1,016 **** 4,832 **** (5,378) **** 3,535
Long-term indebtedness **** 2,879 **** **** **** **** **** 2,879
Provisions and other non-current liabilities **** 2 **** **** 6 **** 681 **** **** 689
Other financial liabilities **** **** **** 82 **** 171 **** **** 253
Intercompany payables **** **** **** 778 **** 169 **** (947) ****
Deferred tax **** **** **** 236 **** 189 **** **** 425
Total liabilities **** 5,946 **** **** 2,118 **** 6,042 **** (6,325) **** 7,781
Equity
Total equity **** 11,035 **** **** 4,498 **** 13,952 **** (18,450) **** 11,035
Total liabilities and equity **** 16,981 **** **** 6,616 **** 19,994 **** (24,775) **** 18,816

Page 35

Table of Contents

LOGO

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 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 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 36

Table of Contents

LOGO

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(millions of U.S. dollars) Parent SubsidiaryIssuer GuarantorSubsidiaries Non-GuarantorSubsidiaries Eliminations Consolidated
**** Three months ended March 31, 2024
Net cash (used in) provided by operating activities **** (2) **** **** (118) **** 552 **** **** 432
Net cash provided by (used in) investing activities **** 991 **** **** (4) **** 653 **** (997) **** 643
Net cash (used in) provided by financing activities **** (1,007) **** **** 10 **** (470) **** 997 **** (470)
Translation adjustments **** **** **** **** (2) **** **** (2)
(Decrease) increase in cash and cash<br>equivalents **** (18) **** **** (112) **** 733 **** **** 603
Three months ended March 31, 2023
Net cash (used in) provided by operating activities (11) (19) 297 267
Net cash provided by (used in) investing activities 21 (364) 1,295 716 1,668
Net cash provided by (used in) financing activities 9 302 (910) (716) (1,315)
Translation adjustments 1 1
Increase (decrease) in cash and cash<br>equivalents 19 (81) 683 621

Page 37

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 March 31,
(millions of<br>U.S. dollars, except per share amounts) Notes 2024
CONTINUING OPERATIONS
Revenues 2 **** 1,885 1,738
Operating expenses 5 **** (1,081) (1,074)
Depreciation **** (28) (30)
Amortization of computer software **** (153) (118)
Amortization of other identifiable intangible assets **** (25) (25)
Other operating (losses)<br>gains, net 6 **** (41) 17
Operating profit **** 557 508
Finance costs, net:
Net interest expense 7 **** (40) (55)
Other finance income<br>(costs) 7 **** 22 (90)
Income before tax and equity method investments **** 539 363
Share of post-tax (losses)<br>earnings in equity method investments 8 **** (8) 570
Tax expense 9 **** (67) (196)
Earnings from continuing operations **** 464 737
Earnings from discontinued<br>operations, net of tax **** 14 19
Net earnings **** 478 756
Earnings (loss) attributable to:
Common shareholders **** 481 756
Non-controlling<br>interests **** (3)
Earnings per share: 10
Basic earnings per share:
From continuing operations **** 1.03 $1.56
From discontinued<br>operations **** 0.03 0.04
Basic earnings per<br>share **** 1.06 $1.60
Diluted earnings per share:
From continuing operations **** 1.03 $1.55
From discontinued<br>operations **** 0.03 0.04
Diluted earnings per<br>share **** 1.06 $1.59

All values are in US Dollars.

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

Page 38

LOGO

THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

Three months ended March 31,
(millions of U.S. dollars) Notes 2024 2023
Net earnings **** 478 756
Other comprehensive (loss) income:
Items that have been or may be subsequently reclassified to net<br>earnings:
Cash flow hedges adjustments to net earnings 7 **** 30 (2)
Cash flow hedges adjustments to equity **** (21) (1)
Foreign currency translation<br>adjustments to equity **** (71) 69
**** (62) 66
Items that will not be reclassified to net earnings:
Fair value adjustments on financial assets 11 **** 1 (1)
Remeasurement on defined benefit pension plans **** 17 5
Related tax expense on<br>remeasurement on defined benefit pension plans **** (4) (1)
**** 14 3
Other comprehensive (loss)<br>income **** (48) 69
Total comprehensive<br>income **** 430 825
Comprehensive income (loss) for the period attributable<br>to:
Common shareholders:
Continuing operations **** 424 806
Discontinued operations **** 14 19
Non-controlling interests **** (8)
Total comprehensive<br>income **** 430 825

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

Page 39

LOGO

THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(unaudited)

March 31, December 31,
(millions of U.S. dollars) Notes 2024 2023
Cash and cash equivalents 11 **** 1,901 1,298
Trade and other receivables **** 1,040 1,122
Other financial assets 11 **** 18 66
Prepaid expenses and other<br>current assets **** 464 435
Current assets **** 3,423 2,921
Property and equipment, net **** 451 447
Computer software, net **** 1,500 1,236
Other identifiable intangible assets, net **** 3,199 3,165
Goodwill **** 7,285 6,719
Equity method investments 8 **** 836 2,030
Other financial assets 11 **** 426 444
Other non-current<br>assets 12 **** 629 618
Deferred tax **** 1,067 1,104
Total assets **** 18,816 18,684
LIABILITIES AND EQUITY
Liabilities
Current indebtedness 11 **** 941 372
Payables, accruals and provisions 13 **** 922 1,114
Current tax liabilities **** 354 248
Deferred revenue **** 928 992
Other financial<br>liabilities 11 **** 390 507
Current liabilities **** 3,535 3,233
Long-term indebtedness 11 **** 2,879 2,905
Provisions and other<br>non-current liabilities 14 **** 689 692
Other financial liabilities 11 **** 253 237
Deferred tax **** 425 553
Total liabilities **** 7,781 7,620
Equity
Capital 15 **** 3,400 3,405
Retained earnings **** 8,712 8,680
Accumulated other<br>comprehensive loss **** (1,077) (1,021)
Total equity **** 11,035 11,064
Total liabilities and<br>equity **** 18,816 18,684

Contingencies (note 18)

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

Page 40

LOGO

THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW

(unaudited)

Three months ended March 31,
(millions of U.S. dollars) Notes 2024 2023^(1)^
Cash provided by (usedin):
OPERATINGACTIVITIES
Earnings from continuing<br>operations **** 464 737
Adjustments for:
Depreciation **** 28 30
Amortization of computer<br>software **** 153 118
Amortization of other identifiable<br>intangible assets **** 25 25
Share of post-tax losses (earnings) in equity method investments 8 **** 8 (570)
Deferred tax **** (150) (127)
Other 16 **** 48 132
Changes in working capital<br>and other items 16 **** (143) (80)
Operating cash flows from continuing<br>operations **** 433 265
Operating cash flows from<br>discontinued operations **** (1) 2
Net cash provided by<br>operating activities **** 432 267
INVESTINGACTIVITIES
Acquisitions, net of cash<br>acquired 17 **** (436) (490)
Payments related to disposals of<br>businesses and investments **** (4) -
Proceeds from sales of LSEG<br>shares 8 **** 1,244 2,293
Capital expenditures **** (145) (140)
Other investing<br>activities **** - 23
Taxes paid on sales of LSEG<br>shares and disposals of businesses **** (16) (18)
Net cash provided by<br>investing activities **** 643 1,668
FINANCINGACTIVITIES
Repayments of debt **** (48) -
Net borrowings (repayments) under<br>short-term loan facilities 11 **** 564 (361)
Payments of lease<br>principal **** (15) (16)
Repurchases of common<br>shares 15 **** (352) (718)
Dividends paid on preference<br>shares **** (1) (1)
Dividends paid on common<br>shares 15 **** (237) (224)
Purchase of non-controlling interests 17 **** (380) -
Other financing<br>activities **** (1) 5
Net cash used in financing<br>activities **** (470) (1,315)
Translation<br>adjustments **** (2) 1
Increase in cash and cash<br>equivalents **** 603 621
Cash and cash equivalents at beginning of period **** 1,298 1,069
Cash and cash equivalents at end of period **** 1,901 1,690
Supplemental cash flow<br>information is provided in note 16.
Interest paid, net of debt related hedges **** (25) (26)
Interest received **** 13 8
Income taxes<br>paid 16 **** (113) (100)
(1) Amounts have been reclassified to reflect the current presentation.
--- ---

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.

Page 41

LOGO

THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited)

(millions of U.S. dollars) Statedsharecapital Contributedsurplus Totalcapital Retainedearnings Unrecognizedgainonfinancialinstruments Foreigncurrencytranslationadjustments Totalaccumulatedothercomprehensiveloss ("AOCL") Shareholders’equity Non-controllinginterests(see note17) Totalequity
Balance, December 31, 2023 **** 1,901 **** 1,504 **** 3,405 **** 8,680 **** 21 **** (1,042) **** (1,021) **** 11,064 **** **** 11,064
Net earnings **** **** **** **** 481 **** **** **** **** 481 **** (3) **** 478
Other comprehensive income<br>(loss) **** **** **** **** 13 **** 10 **** (66) **** (56) **** (43) **** (5) **** (48)
Total comprehensive income<br>(loss) **** **** **** **** 494 **** 10 **** (66) **** (56) **** 438 **** (8) **** 430
Non-controlling interests on acquisition of<br>subsidiaries **** **** **** **** **** **** **** **** **** 388 **** 388
Purchase of non-controlling interests **** **** **** **** **** **** **** **** **** (380) **** (380)
Dividends declared on preference shares **** **** **** **** (1) **** **** **** **** (1) **** **** (1)
Dividends declared on common shares **** **** **** **** (244) **** **** **** **** (244) **** **** (244)
Shares issued under Dividend Reinvestment Plan<br>(“DRIP”) **** 7 **** **** 7 **** **** **** **** **** 7 **** **** 7
Repurchases of common shares (see<br>note 15) **** (5) **** **** (5) **** (217) **** **** **** **** (222) **** **** (222)
Stock compensation<br>plans **** 89 **** (96) **** (7) **** **** **** **** **** (7) **** **** (7)
Balance, March 31,<br>2024 **** 1,992 **** 1,408 **** 3,400 **** 8,712 **** 31 **** (1,108) **** (1,077) **** 11,035 **** **** 11,035
(millions of U.S. dollars) Statedsharecapital Contributedsurplus Totalcapital Retainedearnings Unrecognizedgain (loss)onfinancialinstruments Foreigncurrencytranslationadjustments AOCL Shareholders’equity Non-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 756 756 756
Other comprehensive income<br>(loss) 4 (4) 69 65 69 69
Total comprehensive income<br>(loss) 760 (4) 69 65 825 825
Dividends declared on preference shares (1) (1) (1)
Dividends declared on common shares (232) (232) (232)
Shares issued under DRIP 8 8 8 8
Repurchases of common shares (see<br>note 15) 2 2 (2)
Stock compensation<br>plans 84 (90) (6) (6) (6)
Balance, March 31,<br>2023 3,958 1,444 5,402 8,167 13 (1,103) (1,090) 12,479 12,479

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

Page 42

LOGO

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 May 1, 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 is assessing the impact of these amendments on its financial statements.

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”;

Page 43

LOGO

^●^ 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.

Other pronouncements issued by the IASB and International Financial Reporting Interpretations Committee (“IFRIC”) are not applicable or consequential to the Company.

Note2: 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
March 31, 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Recurring **** 698 672 **** 370 326 **** 199 176 **** 164 155 **** **** (5) (6) **** 1,426 1,323
Transactions **** 23 42 **** 137 109 **** 129 106 **** 46 20 **** **** **** 335 277
Global Print **** **** **** **** **** 124 138 **** **** 124 138
Total **** 721 714 **** 507 435 **** 328 282 **** 210 175 **** 124 138 **** (5) (6) **** 1,885 1,738
Revenues by geography<br> <br>(country of destination) Legal Tax &Accounting Global Eliminations/
Three months ended Professionals Corporates Professionals Reuters News Print Rounding Total
March 31, 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
U.S. **** 586 583 **** 391 351 **** 265 227 **** 62 30 **** 95 105 **** (5) (6) **** 1,394 1,290
Canada (country of domicile) **** 23 20 **** 5 4 **** 13 12 **** 1 1 **** 10 13 **** **** 52 50
Other **** 7 7 **** 26 19 **** 38 33 **** 2 2 **** 3 4 **** **** 76 65
Americas (North America, Latin America, South<br>America) **** 616 610 **** 422 374 **** 316 272 **** 65 33 **** 108 122 **** (5) (6) **** 1,522 1,405
U.K. **** 66 68 **** 34 29 **** 7 5 **** 105 102 **** 9 8 **** **** 221 212
Other **** 10 9 **** 35 17 **** 1 **** 28 27 **** 1 1 **** **** 75 54
EMEA (Europe, Middle East <br>and Africa) **** 76 77 **** 69 46 **** 8 5 **** 133 129 **** 10 9 **** **** 296 266
Asia Pacific **** 29 27 **** 16 15 **** 4 5 **** 12 13 **** 6 7 **** **** 67 67
Total **** 721 714 **** 507 435 **** 328 282 **** 210 175 **** 124 138 **** (5) (6) **** 1,885 1,738

The Company revised its 2023 presentation to correct immaterial reclassifications, which did not impact total segment revenues or total consolidated revenues.

Page 44

LOGO

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, focusing on intuitive legal research powered by emerging technologies, including generative AI, 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, accounting and audit professionals in accounting firms (other than the seven largest, which are served by the Corporates segment) with research and workflow products, focusing on intuitive tax offerings and automating tax workflows.

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.

Three months ended March 31,
2024 2023
Revenues
Legal Professionals **** 721 714
Corporates **** 507 435
Tax & Accounting Professionals **** 328 282
Reuters News **** 210 175
Global Print **** 124 138
Eliminations/Rounding **** (5) (6)
Revenues **** 1,885 1,738
Adjusted EBITDA
Legal Professionals **** 342 318
Corporates **** 193 154
Tax & Accounting Professionals **** 181 149
Reuters News **** 60 29
Global Print **** 47 50
Total reportable segments adjusted EBITDA **** 823 700
Corporate costs **** (17) (23)
Fair value<br>adjustments^(1)^ **** (2) (13)
Depreciation **** (28) (30)
Amortization of computer software **** (153) (118)
Amortization of other identifiable intangible assets **** (25) (25)
Other operating (losses) gains,<br>net **** (41) 17
Operating profit **** 557 508
Net interest expense **** (40) (55)
Other finance income (costs) **** 22 (90)
Share of post-tax (losses) earnings in equity<br>method investments **** (8) 570
Tax expense **** (67) (196)
Earnings from continuing<br>operations **** 464 737
(1) The three months ended March 31, 2024 includes $4 million of acquired deferred revenue<br>(2023 – $9 million).
--- ---

Page 45

LOGO

Reuters News revenues included $5 million in the three months ended March 31, 2024 (2023

  • $6 million) 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.
--- ---
^●^ 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.
--- ---

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, the Company’s revenues from quarter to consecutive quarter can be impacted by seasonality, particularly 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 ended March 31,
2024 2023
Salaries, commissions and allowances **** 570 587
Share-based payments **** 19 25
Post-employment benefits **** 31 29
Total staff costs **** 620 641
Goods and<br>services^(1)^ **** 373 342
Content **** 71 69
Telecommunications **** 9 10
Facilities **** 10 8
Fair value<br>adjustments^(2)^ **** (2) 4
Total operating<br>expenses **** 1,081 1,074
(1) Goods and services include professional fees, consulting and outsourcing services, contractors,<br>selling and marketing, and other general and administrative costs.
--- ---
(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.
--- ---

Note 6: OtherOperating (Losses) Gains, Net

Other operating losses, net, were $41 million for the three months ended March 31, 2024 and included acquisition-related deal costs and costs related to a legal provision. Other operating gains, net, were $17 million for the three months ended March 31, 2023 and included 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.

Page 46

LOGO

Note 7: Finance Costs, Net

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

Three months ended March 31,
2024 2023
Interest expense:
Debt **** 40 52
Other, net **** 2 5
Fair value losses (gains) on cash flow hedges, transfer from equity **** 27 (2)
Net foreign exchange (gains) losses on<br>debt **** (27) 2
Net interest expense – debt and other **** 42 57
Net interest expense – leases **** 3 2
Net interest expense – pension and other post-employment benefit<br>plans **** 6 6
Interest income **** (11) (10)
Net interest expense **** 40 55
Three months ended March 31,
--- --- --- --- ---
2024 2023
Net (gains) losses due to changes in foreign currency exchange rates **** (26) 23
Net (gains) losses on derivative instruments **** (1) 69
Other **** 5 (2)
Other finance (income) costs **** (22) 90

Net (gains) losses 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 are intended to reduce foreign currency risk on a portion of the Company’s indirect investment in LSEG, which is denominated in British pounds sterling.

Note 8: Equity Method Investments

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

March 31, December 31,
2024 2023
YPL **** 611 1,798
Other equity method<br>investments **** 225 232
Total equity method<br>investments **** 836 2,030

Equity method investments were primarily comprised of the Company’s indirect investment in LSEG shares, which it holds through its direct investment in York Parent Limited and its subsidiaries (“YPL”). 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 investment in LSEG is subject to equity accounting because the LSEG shares are held through YPL, over which the Company has significant influence. As YPL owns only the financial investment in LSEG shares, which the parties intend to sell over time, and is not involved in operating LSEG, the investment in LSEG shares held by YPL is accounted for at fair value, based on the share price of LSEG. As the investment in LSEG is denominated in British pounds sterling, the Company has entered into a series of foreign exchange contracts to mitigate currency risk on its investment (see note 11).

On March 5, 2024, LSEG amended the terms of contractual lock-up provisions previously agreed between LSEG and the Blackstone consortium/Thomson Reuters entities that hold the LSEG shares, which increased the number of LSEG shares the Company could sell between March 2, 2024 and January 29, 2025 from 6.1 million shares to 7.5 million shares. In the three months ended March 31, 2024, the Company sold 10.1 million shares of LSEG that it indirectly owned, including 2.6 million that were subject to call options. The company received $1.2 billion of gross proceeds related to LSEG transactions, which included $57 million from the settlement of foreign exchange contracts and $58 million from shares sold in 2023 that settled in 2024. Virtually all of the $1.2 billion was received in the form of dividends from YPL.

Page 47

LOGO

In the three months ended March 31, 2023, the Company sold 24.5 million shares of LSEG that it indirectly owned. The company received $2.3 billion of gross proceeds related to LSEG transactions, which included $96 million from the settlement of foreign exchange contracts. Of this amount, $2.2 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.

As of March 31, 2024, YPL held LSEG ordinary shares, which carry an approximate 6% economic and voting interest in LSEG. As of December 31, 2023, YPL held a combination of LSEG ordinary shares and LSEG limited-voting ordinary shares, with the shares carrying in aggregate an approximate 12% economic interest and 9% voting interest in LSEG.

As of March 31, 2024, the Company owned 18.2% (December 31, 2023 – 24.6%) of YPL and indirectly owned approximately 5.9 million (December 31, 2023 – 16.0 million) LSEG shares, which are subject to amended lock-up provisions that allow it to sell all of these remaining shares after January 29, 2025.

See note 20 for transactions that occurred after March 31, 2024.

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 ended March 31,
2024 2023
YPL **** 574
Other equity method<br>investments **** (8) (4)
Total share of post-tax (losses) earnings in equity method investments **** (8) 570

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

Three months ended March 31,
2024 2023
(Decrease) increase in LSEG share price **** (49) 478
Foreign exchange (losses) gains on LSEG shares **** (7) 159
Loss from forward contract **** (77)
Gain from call options **** 22
Historical excluded equity<br>adjustment^(1)^ **** 34 14
YPL - Share of post-tax earnings in equity method investments **** 574
(1) Represents income from the recognition of a portion of the cumulative impact of equity transactions<br>that were excluded from the Company’s investment in YPL.
--- ---

Set forth below is summarized financial information for 100% of YPL.

Three months ended March 31,
2024 2023
Mark-to-market of LSEG<br>shares **** (258) 1,541
Loss from forward contract **** (179)
Gain from call<br>options **** 74
Net (loss)<br>earnings **** (184) 1,362
Total comprehensive (loss)<br>income **** (184) 1,362

Page 48

LOGO

The following table reconciles the net assets attributable to YPL to the Company’s carrying value of its investment in YPL:

December 31,
2023
Assets
Current assets 11 160
Non-current assets 4,128 8,036
Total assets 4,139 8,196
Liabilities
Current liabilities 36 105
Non-current liabilities 243 236
Total<br>liabilities 279 341
Net assets attributable to<br>YPL 3,860 7,855
Net assets attributable to YPL - beginning period 7,855 14,598
Net (loss) earnings attributable to YPL (184) 2,936
Distributions to<br>owners (3,811) (9,679)
Net assets attributable to YPL - ending period 3,860 7,855
Thomson Reuters % share 18.2% 24.6%
Thomson Reuters share 706 1,927
Historical excluded equity<br>adjustment(1) (95) (129)
Thomson Reuters carrying<br>amount 611 1,798

All values are in US Dollars.

(1) Represents the cumulative impact of equity transactions excluded from the Company’s investment<br>in YPL.

See note 19 for related party transactions with YPL.

Note 9: Taxation

Tax expense was $67 million and $196 million for the three months ended March 31, 2024 and 2023, respectively. In the three months ended March 31, 2024, tax expense included a $15 million benefit from the release of tax reserves due to the favorable resolution of a tax dispute. In the three months ended March 31, 2023, tax expense included $136 million related to the Company’s earnings in equity method investments.

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 (“OECD”). 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 months ended March 31, 2024, income tax expense included $2 million of top-up tax which was attributable to the Company’s earnings in Switzerland.

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

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”).

Page 49

LOGO

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

Three months ended March 31,
2024 2023
Earnings attributable to common shareholders **** 481 756
Less: Dividends declared on preference<br>shares **** (1) (1)
Earnings used in consolidated earnings per share **** 480 755
Less: Earnings from discontinued operations,<br>net of tax **** (14) (19)
Earnings used in earnings per<br>share from continuing operations **** 466 736

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:

Threemonths ended March 31,
2024 2023
Weighted-average number of common shares outstanding **** 451,984,791 473,101,530
Weighted-average number of vested<br>DSUs **** 141,538 167,526
Basic **** 452,126,329 473,269,056
Effect of stock options and<br>TRSUs **** 700,734 893,743
Diluted **** 452,827,063 474,162,799

Note 11: Financial Instruments

Financial assets and liabilities

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

March 31, 2024 Assets/<br><br><br>(Liabilities)<br>at<br>Amortized<br>Cost Assets/<br>(Liabilities)<br>at Fair<br><br><br>Value<br>through<br>Earnings Assets at Fair<br>Value<br>through<br>Other<br>Comprehensive<br>Income or Loss Derivatives<br>Used for<br>Hedging Total
Cash and cash equivalents **** 384 **** 1,517 **** - **** - **** 1,901
Trade and other receivables **** 1,040 **** - **** - **** - **** 1,040
Other financial assets - current **** 8 **** 10 **** - **** - **** 18
Other financial assets -<br>non-current **** 17 **** 262 **** 105 **** 42 **** 426
Current indebtedness **** (941) **** - **** - **** - **** (941)
Trade payables (see note 13) **** (145) **** - **** - **** - **** (145)
Accruals (see note 13) **** (627) **** - **** - **** - **** (627)
Other financial liabilities -<br>current^(1)(2)^ **** (337) **** (53) **** - **** - **** (390)
Long-term indebtedness **** (2,879) **** - **** - **** - **** (2,879)
Other financial liabilities - non current^(3)^ **** (232) **** (21) **** - **** - **** (253)
Total **** (3,712) **** 1,715 **** 105 **** 42 **** (1,850)
December 31, 2023 Assets/<br>(Liabilities)<br>at<br>Amortized<br>Cost Assets/<br>(Liabilities)<br>at Fair<br><br><br>Value<br>through<br>Earnings Assets at Fair<br>Value<br>through<br>Other<br>Comprehensive<br>Income or Loss Derivatives<br>Used for<br>Hedging 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 13) (181) - - - (181)
Accruals (see note 13) (798) - - - (798)
Other financial liabilities -<br>current^(1)(2)^ (463) (44) - - (507)
Long-term indebtedness (2,905) - - - (2,905)
Other financial liabilities - non current^(3)^ (227) (10) - - (237)
Total (3,406) 1,173 98 65 (2,070)
(1) Includes lease liabilities of $60 million (2023 - $56 million).
--- ---
(2) Includes a commitment to repurchase up to $270 million of shares related to the Company’s pre-defined plan with its broker to repurchase the Company’s shares during its internal trading blackout period (2023 - $400 million). See note 15.
--- ---
(3) Includes lease liabilities of $215 million (2023 - $209 million).
--- ---

Page 50

LOGO

Cash and cash equivalents

Of total cash and cash equivalents, $111 million and $100 million as of March 31, 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. The carrying amount of outstanding commercial paper of $699 million is included in “Current indebtedness” within the consolidated statement of financial position as of March 31, 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 March 31, 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.

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 March 31, 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 0.7:1.

Foreign exchange contracts

The Company has entered into foreign exchange contracts that are intended to reduce foreign currency risk related to a portion of its indirect investment in LSEG, which is denominated in British pounds sterling. These instruments are not related to changes in the LSEG share price.

In the three months ended March 31, 2024, the Company settled foreign exchange contracts with a notional amount of £0.9 billion ($1.2 billion) for net proceeds of $57 million in conjunction with the sale of 7.5 million LSEG shares. In the three months ended March 31, 2023, the Company settled foreign exchange contracts with a notional amount £1.0 billion ($1.3 billion) for net proceeds of $96 million in conjunction with the sale of 13.6 million LSEG shares.

As of March 31, 2024, the Company had remaining foreign exchange contracts with a notional amount of £300 million ($349 million) outstanding. The Company’s interest in LSEG shares had a market value of approximately $0.7 billion, based on LSEG’s share price on that day (December 31, 2023 - $1.9 billion).

In the three months ended March 31, 2024, a gain of $1 million (2023 – losses of $69 million) was reported within “Other finance income (costs)” in the consolidated income statement (see note 7) due to fluctuations in the U.S. dollar – British pounds sterling exchange rate. The Company records the foreign exchange contracts at fair value each reporting period. The associated net fair value of these contracts was a liability of $30 million and an asset of $26 million as of March 31, 2024 and December 31, 2023, respectively, which were recorded within other current financial assets and liabilities, as appropriate, in the consolidated statement of financial position.

Page 51

LOGO

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.

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

Fair Value
March 31, 2024 Derivative<br>Instruments<br>(Asset) Primary<br>Debt<br>Instruments Derivative<br>Instruments<br>(Asset)
Commercial paper 699 **** **** 700 ****
C1,400, 2.239% Notes, due 2025 1,034 **** (42) **** 1,003 **** (42)
450, 3.85% Notes, due 2024(1) 242 **** **** 239 ****
500, 3.35% Notes, due 2026 499 **** **** 482 ****
350, 4.50% Notes, due 2043(1) 116 **** **** 94 ****
350, 5.65% Notes, due 2043 342 **** **** 342 ****
400, 5.50% Debentures, due 2035 396 **** **** 404 ****
500, 5.85% Debentures, due<br>2040 492 **** **** 508 ****
Total 3,820 **** (42) **** 3,772 **** (42)
Current<br>portion 941 ****
Long-term<br>portion 2,879 **** (42)

All values are in US Dollars.

Fair Value
December 31, 2023 Derivative<br>Instruments<br>(Asset) Primary<br>Debt<br>Instruments Derivative<br>Instruments<br>(Asset)
Commercial paper 130 130
C1,400, 2.239% Notes, due 2025 1,060 (65) 1,026 (65)
450, 3.85% Notes, due 2024(1) 242 239
500, 3.35% Notes, due 2026 499 482
350, 4.50% Notes, due 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.

Page 52

LOGO

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
--- ---
^●^ Level 3 - inputs for the asset or liability that are not based on observable market data (that is,<br>unobservable inputs).
--- ---

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:

March 31, 2024 Total
Assets Level 1 Level 2 Level 3 **** Balance
Money market accounts 1,517 **** 1,517
Other<br>receivables^(1)^ 272 **** 272
Financial assets at<br>fair value through earnings 1,517 272 **** 1,789
Financial assets at<br>fair value through other comprehensive income^(2)^ 35 70 **** 105
Derivatives used for<br>hedging^(3)^ 42 **** 42
Total<br>assets 35 1,559 342 **** 1,936
Liabilities
Foreign exchange contracts^(4)^ (30) **** (30)
Contingent consideration^(5)^ (44) **** (44)
Financial liabilities at<br>fair value through earnings (30) (44) **** (74)
Total<br>liabilities (30) (44) **** (74)
December 31, 2023 Total
--- --- --- --- --- ---
Assets Level 1 Level 2 Level 3 **** Balance
Money market accounts 906 906
Other receivables^(1)^ 263 263
Foreign<br>exchange contracts^(4)^ 58 58
Financial assets at<br>fair value through earnings 964 263 1,227
Financial assets at<br>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^(4)^ (32) (32)
Contingent<br>consideration^(5)^ (22) (22)
Financial<br>liabilities at fair value through earnings (32) (22) (54)
Total<br>liabilities (32) (22) (54)
(1) Receivables under indemnification arrangement (see below and in note 18).
--- ---
(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) Relates to the management of foreign exchange risk on a portion of the Company’s indirect<br>investment in LSEG.
--- ---
(5) 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.
--- ---

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 March 31, 2024 is primarily due to fair value gains based on interest rates associated with the indemnifying party’s credit profile, partly offset by net foreign exchange losses, 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 three months ended March 31, 2024.

Page 53

LOGO

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:

^●^ Quoted market prices or dealer quotes for similar instruments;
^●^ 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;
--- ---
^●^ 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.
--- ---

Note 12: Other Non-Current Assets

March 31, December 31,
2024 2023
Net defined benefit plan surpluses **** 49 45
Cash surrender value of life insurance policies **** 359 354
Deferred commissions **** 102 108
Other non-current assets^(1)^ **** 119 111
Total other non-current assets **** 629 618
(1) Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $90 million<br>and $91 million as of March 31, 2024 and December 31, 2023, respectively (see note 18).
--- ---

Note 13: Payables, Accruals and Provisions

March 31, December 31,
2024 2023
Trade payables **** 145 181
Accruals **** 627 798
Provisions **** 105 92
Other current<br>liabilities **** 45 43
Total payables, accruals and<br>provisions **** 922 1,114

Note 14: Provisions and Other Non-Current Liabilities

March 31, December 31,
2024 2023
Net defined benefit plan obligations **** 525 535
Deferred compensation and employee incentives **** 77 74
Provisions **** 76 71
Other non-current liabilities **** 11 12
Total provisions and other non-current liabilities **** 689 692

Note 15: 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 plans to repurchase up to $1.0 billion of its common shares. Share repurchases are typically executed under a NCIB. Shares are repurchased for the buyback program under a renewed NCIB, which was approved by the TSX and effective on November 1, 2023. Under the renewed NCIB, up to 10 million common shares may be repurchased between November 3, 2023 and November 2, 2024. The Company may repurchase common shares in open market transactions on the TSX, the NYSE and/or other exchanges and alternative trading systems, if eligible, or by such other means as may be permitted by the TSX and/or NYSE or under applicable law, including private agreement purchases or share purchase program agreement purchases if the Company receives, if applicable, an issuer bid exemption order in the future from applicable securities regulatory authorities in Canada for such purchases. The price that the Company will pay for common shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by the TSX.

Page 54

LOGO

Details of share repurchases were as follows:

Three months ended March 31,
2024 2023
Share repurchases (millions of U.S. dollars) **** 352 718
Shares repurchased (number in millions) **** 2.3 6.0
Share repurchases - average price<br>per share in U.S. dollars $ 153.50 $ 120.10

Decisions regarding any future repurchases will depend on certain factors, such as market conditions, share price, and other opportunities to invest capital for growth. The Company may elect to suspend or discontinue share repurchases at any time, in accordance with applicable laws. From time to time when the Company does not possess material nonpublic information about itself or its securities, it may enter into a pre-defined plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with the Company’s broker will be adopted in accordance with applicable Canadian securities laws and the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended. The Company entered into such a plan with its broker on March 26, 2024. As a result, the Company recorded a $270 million liability in “Other financial liabilities” within current liabilities as of March 31, 2024 with a corresponding amount recorded in equity in the consolidated statement of financial position (December 31, 2023 – $400 million, of which $352 million was used to repurchase shares in the three months ended March 31, 2024).

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 ended March 31,
2024 2023
Dividends declared per<br>common share $ 0.54 $ 0.49
Dividends declared **** 244 232
Dividends<br>reinvested **** (7) (8)
Dividends<br>paid **** 237 224

Note 16: Supplemental Cash Flow Information

Details of “Other” in the consolidated statement of cash flow are as follows:

Three months ended March 31,
2024 2023
Non-cash employee benefit<br>charges **** 34 38
Net (gains) losses on foreign exchange and derivative financial<br>instruments **** (23) 91
Fair value adjustments (see note 5) **** (2) 4
Other **** 39 (1)
**** 48 132

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

Three months ended March 31,
2024 2023
Trade and other receivables **** 101 90
Prepaid expenses and other current assets **** 3 24
Payables, accruals and provisions **** (274) (370)
Deferred revenue **** (76) (47)
Income taxes^(1)^ **** 120 241
Other **** (17) (18)
**** (143) (80)
(1) Both 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.
--- ---

Page 55

LOGO

Details of income taxes paid are as follows:

Three months ended March 31,
2024 2023
Operating activities - continuing operations **** (97) (82)
Investing activities -<br>continuing operations **** (16) (18)
Total income taxes<br>paid **** (113) (100)

Note 17: Acquisitions

In 2024, acquisitions of businesses included the purchase of a controlling equity interest in Pagero. All other acquisition activity in both years comprised 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.

Acquisition activity

The number of acquisitions completed, and the related consideration for the three months ended March 31, 2024 and 2023 were as follows:

Three months ended March 31,
2024 2023
Number ofTransactions CashConsideration Number of<br>Transactions Cash<br>Consideration
Business acquired **** 2 **** 450 **** 1 513
Less: Cash<br>acquired **** (24) (25)
Business acquired, net of cash **** 2 **** 426 **** 1 488
Investments in businesses **** 2 **** 6 **** 1 2
Deferred and contingent consideration payments **** 4 -
**** 4 **** 436 **** 2 490

The following provides a brief description of the most significant acquisitions completed in the three months ended March 31, 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.
January 2023 SurePrep LLC Corporates and Tax & Accounting Professionals A provider of tax automation software and services.

Page 56

LOGO

The details of net assets acquired were as follows:

March 31, March 31,
2024 2023
Pagero Other Total SurePrep LLC
Cash and cash equivalents **** 22 **** 2 **** 24 **** 25
Trade receivables **** 24 **** 3 **** 27 **** 8
Prepaid expenses and other current assets **** 6 **** - **** 6 **** 3
Current<br>assets **** 52 **** 5 **** 57 **** 36
Property and equipment **** 9 **** - **** 9 **** 2
Computer software **** 302 **** - **** 302 **** 180
Other identifiable intangible assets **** 42 **** 19 **** 61 **** 13
Other non-current<br>assets **** 4 **** - **** 4 **** 1
Total assets **** 409 **** 24 **** 433 **** 232
Payables and accruals **** (44) **** (1) **** (45) **** (5)
Current taxes payable **** (4) **** (1) **** (5) **** -
Deferred revenue **** (13) **** (5) **** (18) **** (47)
Other financial liabilities **** (2) **** (6) **** (8) **** -
Current<br>liabilities **** (63) **** (13) **** (76) **** (52)
Long-term indebtedness **** (48) **** - **** (48) **** -
Provisions and other<br>non-current liabilities **** (3) **** - **** (3) **** (1)
Other financial liabilities **** (13) **** (11) **** (24) **** -
Deferred tax **** (42) **** (5) **** (47) **** (9)
Total liabilities **** (169) **** (29) **** (198) **** (62)
Net assets acquired **** 240 **** (5) **** 235 **** 170
Goodwill **** 557 **** 46 **** 603 **** 343
Non-controlling interests **** (388) **** - **** (388) **** -
Total **** 409 **** 41 **** 450 **** 513
Businesses acquired, net of<br>cash **** 387 **** 39 **** 426 **** 488

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 three months ended March 31, 2024 and 2023, the majority of goodwill is not expected to be deductible for tax purposes.

Pagero

In January 2024, the Company acquired a controlling interest in Pagero through a public tender offer. The Company purchased further interests from the non-controlling shareholders through March 2024. As of March 31, 2024, the Company owned approximately 99.58% of Pagero.

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, further purchases of shares from the non-controlling interest reduced equity and were presented in financing activities within the consolidated statement of cash flow.

Purchase price allocation

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

Other

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

Page 57

LOGO

Note 18: 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.

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 expects to continue recording substantially all of these payments as non-current receivables from HMRC or the indemnity counterparty, in its financial statements.

Page 58

LOGO

Guarantees

The Company has an investment in 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 19: Related Party Transactions

As of March 31, 2024, the Company’s principal shareholder, Woodbridge, beneficially owned approximately 69% of the Company’s common shares.

Transactions with YPL

In the three months ended March 31, 2024, the Company received $1.2 billion of dividends from YPL related to sale of LSEG shares indirectly owned by the Company. See note 8 for further details about these transactions.

Except for the above transactions, there were no new significant related party transactions during the first three 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 20: Subsequent Events

Sale of LSEG Shares

On May 1, 2024, the Company agreed to sell to LSEG approximately 1.6 million LSEG shares that it indirectly owned for approximately $175 million in an off-market purchase pursuant to the terms of a buyback contract that was approved by LSEG’s shareholders on April 25, 2024. In order to enable the off-market purchase, LSEG agreed to a limited variation of the contractual lock-up provisions previously agreed between LSEG and the Blackstone consortium/Thomson Reuters entities that hold the LSEG shares.

As of May 1, 2024, after the completion of the above transaction, the Company indirectly owned approximately 4.3 million LSEG shares and the market value was approximately $0.5 billion, based on LSEG’s closing share price on that date. These shares are subject to amended lock-up provisions that allow the Company to sell all of the remaining shares after January 29, 2025.

Share Repurchases

From April 1, 2024 through April 30, 2024, the Company repurchased 0.7 million of its common shares for $106 million under the $1.0 billion share buyback program announced in November 2023. Under this program, the Company has cumulatively repurchased $819 million of its common shares.

Page 59

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: May 3, 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;
--- ---
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: May 3, 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 March 31, 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: May 3, 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 March 31, 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: May 3, 2024

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