Thomson Reuters 6K Current report | TRI 6 Nov 24

Exhibit 99.2

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Unaudited Consolidated Financial Statements

THOMSON REUTERS CORPORATION

CONSOLIDATED INCOME STATEMENT

(unaudited)


			Three months ended September 30,				Nine months ended September 30,

(millions of U.S. dollars, except per share amounts)	Notes		2024		2023		2024		2023

CONTINUING OPERATIONS

Revenues		2		1,724		1,594		5,349		4,979

Operating expenses		5		(1,117)		(958)		(3,288)		(3,022)

Depreciation				(30)		(28)		(87)		(87)

Amortization of computer software				(151)		(132)		(458)		(377)

Amortization of other identifiable intangible assets				(21)		(24)		(69)		(72)

Other operating gains (losses), net		6		10		(11)		(60)		353

Operating profit				415		441		1,387		1,774

Finance costs, net:

Net interest expense		7		(21)		(32)		(97)		(121)

Other finance (costs) income		7		(32)		117		(8)		(75)

Income before tax and equity method investments				362		526		1,282		1,578

Share of post-tax (losses) earnings in equity method investments		8		(8)		(174)		45		815

Tax (expense) benefit		9		(77)		18		258		(397)

Earnings from continuing operations				277		370		1,585		1,996

Earnings (loss) from discontinued operations, net of tax				24		(3)		35		21

Net earnings				301		367		1,620		2,017

Earnings (loss) attributable to

Common shareholders				301		367		1,623		2,017

Non-controlling interests				–		–		(3)		–

Earnings per share:		10

Basic earnings (loss) per share:

From continuing operations				$0.61		$0.81		$3.51		$4.27

From discontinued operations				0.06		(0.01)		0.08		0.05

Basic earnings per share				$0.67		$0.80		$3.59		$4.32

Diluted earnings (loss) per share:

From continuing operations				$0.61		$0.81		$3.51		$4.27

From discontinued operations				0.06		(0.01)		0.08		0.04

Diluted earnings per share				$0.67		$0.80		$3.59		$4.31

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

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)


			Three months ended September 30,				Nine months ended September 30,

(millions of U.S. dollars)	Notes		2024		2023		2024		2023

Net earnings				301		367		1,620		2,017

Other comprehensive income (loss):

Items that have been or may be subsequently reclassified to net earnings:

Cash flow hedges adjustments to net earnings		7		(10)		22		32		(3)

Cash flow hedges adjustments to equity				10		(22)		(23)		(2)

Foreign currency translation adjustments to equity				152		(124)		65		27

				152		(124)		74		22

Items that will not be reclassified to net earnings:

Fair value adjustments on financial assets		12		(4)		(2)		5		4

Related tax benefit (expense) on fair value adjustments on financial assets				1		–		(1)		–

Remeasurement on defined benefit pension plans				16		(58)		28		(43)

Related tax (expense) benefit on remeasurement on defined benefit pension plans				(4)		15		(10)		11

				9		(45)		22		(28)

Other comprehensive income (loss)				161		(169)		96		(6)

Total comprehensive income				462		198		1,716		2,011

Comprehensive income (loss) for the period attributable to:

Common shareholders:

Continuing operations				438		201		1,689		1,990

Discontinued operations				24		(3)		35		21

Non-controlling interests				–		–		(8)		–

Total comprehensive income				462		198		1,716		2,011

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

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(unaudited)

September 30,

December 31,

(millions of U.S. dollars)

Notes

2024

2023

Cash and cash equivalents

1,731

1,298

Trade and other receivables

1,011

1,122

Other financial assets

Prepaid expenses and other current assets

394

435

Current assets excluding assets held for sale

3,190

2,921

Assets held for sale

168

–

Current assets

3,358

2,921

Property and equipment, net

430

447

Computer software, net

1,430

1,236

Other identifiable intangible assets, net

3,165

3,165

Goodwill

7,342

6,719

Equity method investments

277

2,030

Other financial assets

380

444

Other non-current assets

623

618

Deferred tax

1,426

1,104

Total assets

18,431

18,684

LIABILITIES AND EQUITY

Liabilities

Current indebtedness

1,036

372

Payables, accruals and provisions

1,063

1,114

Current tax liabilities

296

248

Deferred revenue

1,044

992

Other financial liabilities

100

507

Current liabilities excluding liabilities associated with assets held for sale

3,539

3,233

Liabilities associated with assets held for sale

–

Current liabilities

3,561

3,233

Long-term indebtedness

1,847

2,905

Provisions and other non-current liabilities

670

692

Other financial liabilities

243

237

Deferred tax

237

553

Total liabilities

6,558

7,620

Equity

Capital

3,462

3,405

Retained earnings

9,370

8,680

Accumulated other comprehensive loss

(959)

(1,021)

Total equity

11,873

11,064

Total liabilities and equity

18,431

18,684

Contingencies (note 19)

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

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW

(unaudited)


			Three months ended September 30,				Nine months ended September 30,

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

Interest received and interest paid are reflected as operating cash flows.

Income taxes paid are reflected as either operating or investing cash flows depending on the nature of the underlying transaction.

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

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited)

(millions of U.S. dollars)

Stated
share
capital

Contributed
surplus

Total
capital

Retained
earnings

Unrecognized
gain (loss) on
financial
instruments

Foreign
currency
translation
adjustments

Total
accumulated
other
comprehensive
loss (“AOCL”)

Shareholders’
equity

Non-

controlling
interests
(see note
18)

Total
equity

Balance, December 31, 2023

1,901

1,504

3,405

8,680

(1,042)

(1,021)

11,064

–

11,064

Net earnings

–

1,623

–

1,623

(3)

1,620

Other comprehensive income (loss)

–

101

(5)

Total comprehensive income (loss)

–

1,641

1,724

(8)

1,716

Non-controlling interests on acquisition of subsidiaries

–

388

Purchase of non-controlling interests

–

(4)

–

(4)

(380)

(384)

Transfer of gain on disposal of equity investments to retained earnings

–

(21)

–

(21)

–

Dividends declared on preference shares

–

(4)

–

(4)

–

(4)

Dividends declared on common shares

–

(730)

–

(730)

–

(730)

Shares issued under Dividend Reinvestment Plan (“DRIP”)

–

Repurchases of common shares (see note 16)

(16)

–

(16)

(234)

–

(250)

–

(250)

Stock compensation plans

134

(83)

–

Balance, September 30, 2024

2,041

1,421

3,462

9,370

(972)

(959)

11,873

–

11,873



(millions of U.S. dollars)	Stated share capital		Contributed surplus		Total capital		Retained earnings		Unrecognized gain (loss) on financial instruments		Foreign currency translation adjustments		AOCL		Shareholders’ equity		Non- controlling interests		Total equity

Balance, December 31, 2022		3,864		1,534		5,398		7,642		17		(1,172)		(1,155)		11,885		–		11,885

Net earnings		–		–		–		2,017		–		–		–		2,017		–		2,017

Other comprehensive (loss) income		–		–		–		(32)		(1)		27		26		(6)		–		(6)

Total comprehensive income (loss)		–		–		–		1,985		(1)		27		26		2,011		–		2,011

Return of capital on common shares		(2,107)		60		(2,047)		–		–		–		–		(2,047)		–		(2,047)

Dividends declared on preference shares		–		–		–		(4)		–		–		–		(4)		–		(4)

Dividends declared on common shares		–		–		–		(686)		–		–		–		(686)		–		(686)

Shares issued under DRIP		14		–		14		–		–		–		–		14		–		14

Repurchases of common shares (see note 16)		2		–		2		(2)		–		–		–		–		–		–

Stock compensation plans		125		(104)		21		(2)		–		–		–		19		–		19

Balance, September 30, 2023		1,898		1,490		3,388		8,933		16		(1,145)		(1,129)		11,192		–		11,192

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

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Thomson Reuters Corporation

Notes to Consolidated Financial Statements (unaudited)

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

Note 1: Business Description and Basis of Preparation

General business description

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

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

Basis of preparation

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

The preparation of financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving more judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements have been disclosed in note 2 of the consolidated financial statements for the year ended December 31, 2023.

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

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

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

Recent accounting pronouncements

IAS 21, The Effect of Changes in Foreign Exchange Rates

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

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IFRS 18, Presentation and Disclosure in Financial Statements

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

^●

The consolidated income statement to be structured according to operating, investing and financing categories, and include additional subtotals for “Operating Profit” and “Profit Before Financing and Income Taxes”;

^●

Management-defined performance measurements (“MPM’s”), which represent certain of the 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 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 amounts presented within the financial statements, otherwise known as aggregation or disaggregation.

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

Amendments to IAS 7, Statement of Cash Flows

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

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

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

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

^●

An election permitting derecognition of financial liabilities that are settled through an electronic payment system before the actual settlement date, if certain conditions are met; and

^●

Expanded disclosures for (a) investments in equity instruments and (b) financial liabilities that have features unrelated to basic lending risks, such as achieving sustainability targets, that could affect the cash flows of those liabilities.

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

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

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

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

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Note 2: Revenues

Revenues by type and geography

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

Revenues by type

Legal

Tax &
Accounting

Global

Eliminations/

Three months ended

Professionals

Corporates

Professionals

Reuters News

Print

Rounding

Total

September 30,

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

Recurring

721

661

390

349

170

160

167

158

–

(6)

(5)

1,442

1,323

Transactions

–

154

134

Global Print

–

128

137

–

128

137

Total

745

688

437

391

221

203

199

180

128

137

(6)

(5)

1,724

1,594

Revenues by type

Legal

Tax &
Accounting

Global

Eliminations/

Nine months ended

Professionals

Corporates

Professionals

Reuters News

Print

Rounding

Total

September 30,

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

Recurring

2,121

2,000

1,142

1,015

548

503

495

468

–

(18)

(17)

4,288

3,969

Transactions

107

244

203

251

211

119

–

686

602

Global Print

–

375

408

–

375

408

Total

2,193

2,107

1,386

1,218

799

714

614

549

375

408

(18)

(17)

5,349

4,979



Revenues by geography (country of destination)	Legal								Tax & Accounting								Global				Eliminations/
Three months ended	Professionals				Corporates				Professionals				Reuters News				Print				Rounding				Total
September 30,	2024		2023		2024		2023		2024		2023		2024		2023		2024		2023		2024		2023		2024		2023

U.S.		599		557		346		316		164		152		48		32		95		99		(6)		(5)		1,246		1,151
Canada (country of domicile)		27		21		4		2		5		5		–		1		14		18		–		–		50		47
Other		8		8		14		19		40		36		3		4		3		4		–		–		68		71

Americas (North America, Latin America, South America)		634		586		364		337		209		193		51		37		112		121		(6)		(5)		1,364		1,269

U.K.		69		69		34		30		6		5		105		102		10		9		–		–		224		215
Other		10		6		26		12		1		1		30		28		1		1		–		–		68		48
EMEA (Europe, Middle East and Africa)		79		75		60		42		7		6		135		130		11		10		–		–		292		263
Asia Pacific		32		27		13		12		5		4		13		13		5		6		–		–		68		62
Total		745		688		437		391		221		203		199		180		128		137		(6)		(5)		1,724		1,594


Revenues by geography (country of destination)	Legal								Tax & Accounting								Global				Eliminations/
Nine months ended	Professionals				Corporates				Professionals				Reuters News				Print				Rounding				Total
September 30,	2024		2023		2024		2023		2024		2023		2024		2023		2024		2023		2024		2023		2024		2023

U.S.		1,770		1,710		1,075		982		614		548		160		106		286		303		(18)		(17)		3,887		3,632
Canada (country of domicile)		76		61		12		10		30		28		3		4		34		48		–		–		155		151
Other		23		23		63		57		117		105		7		8		9		11		–		–		219		204

Americas (North America, Latin America, South America)		1,869		1,794		1,150		1,049		761		681		170		118		329		362		(18)		(17)		4,261		3,987

U.K.		202		199		105		88		20		18		317		307		26		25		–		–		670		637
Other		31		31		89		42		4		1		89		85		4		4		–		–		217		163
EMEA (Europe, Middle East and Africa)		233		230		194		130		24		19		406		392		30		29		–		–		887		800
Asia Pacific		91		83		42		39		14		14		38		39		16		17		–		–		201		192
Total		2,193		2,107		1,386		1,218		799		714		614		549		375		408		(18)		(17)		5,349		4,979

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

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Note 3: Segment Information

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

Legal Professionals

The Legal Professionals segment serves law firms and governments with research and workflow products powered by emerging technologies, including generative AI, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools and analytics.

Corporates

The Corporates segment serves corporate customers from small businesses to multinational organizations, including the seven largest global accounting firms, with the Company’s full suite of content-driven technologies, including generative AI, providing integrated workflow solutions designed to help our customers digitally transform and achieve their business outcomes.

Tax & Accounting Professionals

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

Reuters News

The Reuters News segment supplies business, financial and global news to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial market professionals exclusively via London Stock Exchange Group (“LSEG”) products.

Global Print

The Global Print segment provides legal and tax information primarily in print format to customers around the world.

The Company also reports “Corporate costs”, which includes expenses for corporate functions and does not qualify as a reportable segment.

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	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Revenues
Legal Professionals		745		688		2,193		2,107
Corporates		437		391		1,386		1,218
Tax & Accounting Professionals		221		203		799		714
Reuters News		199		180		614		549
Global Print		128		137		375		408
Eliminations/Rounding		(6)		(5)		(18)		(17)
Revenues		1,724		1,594		5,349		4,979

Adjusted EBITDA
Legal Professionals		334		338		1,003		1,001
Corporates		162		164		518		481
Tax & Accounting Professionals		59		64		331		302
Reuters News		40		37		151		111
Global Print		43		55		133		158
Total reportable segments adjusted EBITDA		638		658		2,136		2,053
Corporate costs		(29)		(26)		(75)		(82)
Fair value adjustments⁽¹⁾		(2)		4		–		(14)
Depreciation		(30)		(28)		(87)		(87)
Amortization of computer software		(151)		(132)		(458)		(377)
Amortization of other identifiable intangible assets		(21)		(24)		(69)		(72)
Other operating gains (losses), net		10		(11)		(60)		353
Operating profit		415		441		1,387		1,774
Net interest expense		(21)		(32)		(97)		(121)
Other finance (costs) income		(32)		117		(8)		(75)
Share of post-tax (losses) earnings in equity method investments		(8)		(174)		45		815
Tax (expense) benefit		(77)		18		258		(397)
Earnings from continuing operations		277		370		1,585		1,996

(1)	Includes acquired deferred revenue of $2 million in the three months ended September 30, 2024 and 2023, respectively, and $8 million and $15 million in the nine months ended September 30, 2024 and 2023, respectively.

Reuters News revenues included $6 million and $5 million in the three months ended September 30, 2024 and 2023, respectively, and $18 million and $17 million in the nine months ended September 30, 2024 and 2023, respectively, primarily from content-related services that it provided to the Legal Professionals, Corporates and Tax & Accounting Professionals segments.

In accordance with IFRS 8, Operating Segments, the Company discloses certain information about its reportable segments based upon measures used by management in assessing the performance of those reportable segments. These measures are defined below and may not be comparable to similar measures of other companies.

Segment Adjusted EBITDA

^●

Segment adjusted EBITDA represents earnings or loss from continuing operations before tax expense or 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 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 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 centralized support services such as technology, customer service, commercial policy, facilities management, and product and content development. Additionally, product costs are allocated when one segment sells products managed by another segment.

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Note 4: Seasonality

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

Note 5: Operating Expenses

The components of operating expenses include the following:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Salaries, commissions and allowances		612		541		1,783		1,693
Share-based payments		23		19		65		62
Post-employment benefits		29		30		91		87
Total staff costs		664		590		1,939		1,842
Goods and services⁽¹⁾		362		294		1,088		931
Content		72		61		212		194
Telecommunications		10		10		29		29
Facilities		9		9		28		27
Fair value adjustments⁽²⁾		–		(6)		(8)		(1)
Total operating expenses		1,117		958		3,288		3,022

(1)	Goods and services include professional fees, consulting and outsourcing services, contractors, selling and marketing, and other general and administrative costs.

(2)	Fair value adjustments primarily represent gains or losses on intercompany balances that arise in the ordinary course of business due to changes in foreign currency exchange rates.

Note 6: Other Operating Gains (Losses), Net

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

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

Note 7: Finance Costs, Net

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



	Three months ended September 30,				Nine months ended September 30,

	2024		2023		2024		2023
Interest expense:
Debt		34		52		110		153
Derivative financial instruments – hedging activities		–		–		–		(1)
Other, net⁽¹⁾		4		(7)		13		2
Fair value (gains) losses on cash flow hedges, transfer from equity		(14)		22		25		(3)
Net foreign exchange losses (gains) on debt		14		(22)		(25)		3
Net interest expense – debt and other		38		45		123		154
Net interest expense – leases		3		3		10		7
Net interest expense – pension and other post- employment benefit plans		6		7		18		19
Interest income		(26)		(23)		(54)		(59)
Net interest expense		21		32		97		121

(1)	The three and nine months ended September 30, 2023 included $12 million of benefits related to the reversal of accrued interest associated with the release of tax reserves (see note 9).

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	Three months ended September 30,				Nine months ended September 30,

	2024		2023		2024		2023
Net losses (gains) due to changes in foreign currency exchange rates		30		(49)		(1)		10
Net (gains) losses on derivative instruments		–		(67)		2		68
Other		2		(1)		7		(3)
Other finance costs (income)		32		(117)		8		75

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

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

Note 8: Equity Method Investments

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


	September 30,		December 31,

	2024		2023
YPL⁽¹⁾		30		1,798
Other equity method investments		247		232
Total equity method investments		277		2,030

(1)	The balance as of September 30, 2024 represents undistributed cash from sale of remaining LSEG shares.

In May 2024, LSEG agreed to amend the terms of the contractual lock-up provisions previously agreed between LSEG and the Blackstone consortium/Thomson Reuters entities that hold the LSEG shares. The amended terms allowed the Company to sell its remaining LSEG shares that it indirectly owned through its direct investment in York Parent Limited and its subsidiaries (“YPL”) in the second quarter of 2024. YPL is an entity jointly owned by the Company and Blackstone’s consortium (comprised of The Blackstone Group and its subsidiaries, and private equity funds affiliated with Blackstone). The increase in other equity method investments reflects the Company’s ownership interest in certain companies affiliated with Pagero, which was acquired in January 2024 (see note 18).

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

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

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

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

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The Company’s share of post-tax (losses) earnings in equity method investments as reported in the consolidated income statement is comprised of the following:



	Three months ended September 30,				Nine months ended September 30,

	2024		2023		2024		2023
YPL		–		(167)		68		828
Other equity method investments		(8)		(7)		(23)		(13)
Total share of post-tax (losses) earnings in equity method investments		(8)		(174)		45		815

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

Three months ended
September 30,

Nine months ended
September 30,

2024

2023

2024

2023

(Decrease) increase in LSEG share price

–

(111)

(86)

587

Foreign exchange (losses) gains on LSEG shares

–

(107)

(3)

165

Dividend income

–

Loss from forward contract

–

(77)

(Loss) gain from call options

–

(1)

Historical excluded equity adjustment⁽¹⁾

–

129

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

–

(167)

828

(1)	Represents income from the recognition of the remaining cumulative impact of equity transactions that were excluded from the Company’s investment in YPL.

Set forth below is summarized financial information for 100% of YPL for the periods from January 1, 2024 through June 30, 2024 and for the nine months ended September 30, 2023, when YPL was a material associate of the Company. In the second quarter of 2024, the Company sold its remaining LSEG shares that it indirectly owned through its direct investment in YPL. As a result, YPL is no longer a material associate of the Company as of June 30, 2024.


	Six months ended June 30,		Nine months ended September 30,

	2024		2023
Mark-to-market of LSEG shares		(394)		1,850
Dividend income		32		154
Loss from forward contract		–		(179)
Gain (loss) from call options		92		(4)
Net (loss) earnings		(270)		1,821
Total comprehensive (loss) income		(270)		1,821

See note 20 for related party transactions with YPL.

Note 9: Taxation

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

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

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

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

Note 10: Earnings Per Share

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

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

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

Three months ended
September 30,

Nine months ended
September 30,

2024

2023

2024

2023

Earnings attributable to common shareholders

301

367

1,623

2,017

Less: Dividends declared on preference shares

(1)

(1)

(4)

(4)

Earnings used in consolidated earnings per share

300

366

1,619

2,013

Less: (Earnings) loss from discontinued operations, net of tax

(24)

(35)

(21)

Earnings used in earnings per share from continuing operations

276

369

1,584

1,992

The weighted-average number of common shares outstanding, as well as a reconciliation of the weighted-average number of common shares outstanding used in the basic earnings per share computation to the weighted-average number of common shares outstanding used in the diluted earnings per share computation, is presented below:

Three months ended
September 30,

Nine months ended
September 30,

2024

2023

2024

2023

Weighted-average number of common shares outstanding

449,751,215

455,341,000

450,650,598

465,951,100

Weighted-average number of vested DSUs

135,577

117,515

137,938

127,277

Basic

449,886,792

455,458,515

450,788,536

466,078,377

Effect of stock options and TRSUs

572,093

603,848

636,180

759,765

Diluted

450,458,885

456,062,363

451,424,716

466,838,142

Note 11: Assets Held for Sale

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


	September 30,

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

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Note 12: Financial Instruments

Financial assets and liabilities

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

September 30, 2024

Assets/
(Liabilities)
at
Amortized
Cost

Assets/
(Liabilities)
at Fair
Value
through
Earnings

Assets at Fair
Value through
Other
Comprehensive
Income or Loss

Derivatives
Used for
Hedging

Total

Cash and cash equivalents

343

1,388

–

1,731

Trade and other receivables

1,011

–

1,011

Other financial assets - current

–

Other financial assets - non-current

283

–

380

Current indebtedness

(1,036)

–

(1,036)

Trade payables (see note 14)

(196)

–

(196)

Accruals (see note 14)

(723)

–

(723)

Other financial liabilities - current⁽¹⁾

(78)

(22)

–

(100)

Long-term indebtedness

(1,847)

–

(1,847)

Other financial liabilities - non current⁽²⁾

(210)

(33)

–

(243)

Total

(2,717)

1,621

(969)

December 31, 2023

Assets/
(Liabilities)
at
Amortized
Cost

Assets/
(Liabilities)
at Fair
Value
through
Earnings

Assets at Fair
Value through
Other
Comprehensive
Income or Loss

Derivatives
Used for
Hedging

Total

Cash and cash equivalents

392

906

–

1,298

Trade and other receivables

1,122

–

1,122

Other financial assets - current

–

Other financial assets - non-current

263

444

Current indebtedness

(372)

–

(372)

Trade payables (see note 14)

(181)

–

(181)

Accruals (see note 14)

(798)

–

(798)

Other financial liabilities - current⁽¹⁾⁽³⁾

(463)

(44)

–

(507)

Long-term indebtedness

(2,905)

–

(2,905)

Other financial liabilities - non current⁽²⁾

(227)

(10)

–

(237)

Total

(3,406)

1,173

(2,070)

(1)	Includes lease liabilities of $59 million (2023 - $56 million).

(2)	Includes lease liabilities of $210 million (2023 - $209 million).

(3)	Included a commitment of up to $400 million related to the Company’s pre-defined plan with its broker to repurchase the Company’s shares during its internal trading blackout period.

Cash and cash equivalents

Of total cash and cash equivalents, $116 million and $100 million as of September 30, 2024 and December 31, 2023, respectively, were held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and were therefore not available for general use by the Company.

Commercial paper program

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

Credit facility

The Company has a $2.0 billion syndicated credit facility agreement which matures in November 2027 and may be used to provide liquidity for general corporate purposes (including acquisitions or support for its commercial paper program). There were no outstanding borrowings under the credit facility as of September 30, 2024 and December 31, 2023. Based on the Company’s current credit ratings, the cost of borrowing under the facility is priced at the Term Secured Overnight Financing Rate (“SOFR”)/Euro Interbank Offered Rate (“EURiBOR”)/Simple Sterling Overnight Index Average (“SONIA”) plus 102.5 basis points. The Company has the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $2.6 billion.

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The Company guarantees borrowings by its subsidiaries under the credit facility. The Company must also maintain a ratio of net debt as defined in the credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If the Company were to complete an acquisition with a purchase price of over $500 million, the Company may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of September 30, 2024, the Company complied with this covenant as its ratio of net debt to EBITDA, as calculated under the terms of its syndicated credit facility, was 0.4:1.

Foreign exchange contracts

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

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

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

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

Fair Value

The fair values of cash and cash equivalents, trade and other receivables, trade payables and accruals approximate their carrying amounts because of the short-term maturity of these instruments. The fair value of long-term debt and related derivative instruments is set forth below.

Debt and Related Derivative Instruments

Carrying Amounts

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

Fair Value

The fair value of debt is estimated based on either quoted market prices for similar issues or current rates offered to the Company for debt of the same maturity. The fair value of interest rate swaps is estimated based upon discounted cash flows using applicable current market rates and considering non-performance risk.

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

Carrying Amount

Fair Value

September 30, 2024

Primary
Debt
Instruments

Derivative
Instruments
(Asset)

Primary
Debt
Instruments

Derivative
Instruments
(Asset)

C$1,400, 2.239% Notes, due 2025

1,036

(42)

1,024

(42)

$500, 3.35% Notes, due 2026

499

–

492

–

$350, 4.50% Notes, due 2043⁽¹⁾

116

–

$350, 5.65% Notes, due 2043

342

–

360

–

$400, 5.50% Debentures, due 2035

397

–

424

–

$500, 5.85% Debentures, due 2040

493

–

531

–

Total

2,883

(42)

2,930

(42)

Current portion

1,036

(42)

Long-term portion

1,847

–


	Carrying Amount				Fair Value
December 31, 2023	Primary Debt Instruments		Derivative Instruments (Asset)		Primary Debt Instruments		Derivative Instruments (Asset)
Commercial paper		130		–		130		–
C$1,400, 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 2040		492		–		519		–
Total		3,277		(65)		3,252		(65)
Current portion		372		–
Long-term portion		2,905		(65)

(1)	Notes were partially redeemed in October 2018.

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

Fair value estimation

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

^●

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

^●

Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or 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, unobservable inputs).

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The levels used to determine fair value measurements for those instruments carried at fair value in the consolidated statement of financial position are as follows:

September 30, 2024

Total

Assets

Level 1

Level 2

Level 3

Balance

Money market accounts

–

1,388

–

1,388

Other receivables⁽¹⁾

–

288

Financial assets at fair value through earnings

–

1,388

288

1,676

Financial assets at fair value through other comprehensive income⁽²⁾

–

Derivatives used for hedging⁽³⁾

–

Total assets

1,430

372

1,803

Liabilities

Contingent consideration⁽⁴⁾

–

(55)

Financial liabilities at fair value through earnings

–

(55)

Total liabilities

–

(55)


December 31, 2023				Total

Assets	Level 1	Level 2	Level 3		Balance

Money market accounts	–	906	–		906

Other receivables⁽¹⁾	–	–	263		263

Foreign exchange contracts⁽⁵⁾	–	58	–		58

Financial assets at fair value through earnings	–	964	263		1,227

Financial assets at fair value through other comprehensive income⁽²⁾	33	–	65		98

Derivatives used for hedging⁽³⁾	–	65	–		65

Total assets	33	1,029	328		1,390

Liabilities

Foreign exchange contracts⁽⁵⁾	–	(32)	–		(32)

Contingent consideration⁽⁴⁾	–	–	(22)		(22)

Financial liabilities at fair value through earnings	–	(32)	(22)		(54)

Total liabilities	–	(32)	(22)		(54)

(1)	Receivables under indemnification arrangement (see note 19).

(2)	Investments in entities over which the Company does not have control, joint control or significant influence.

(3)	Comprised of fixed-to-fixed cross-currency swaps on indebtedness.

(4)	Obligations to pay additional consideration for prior acquisitions, based upon performance measures contractually agreed at the time of purchase, and to purchase shares from minority owners of a subsidiary.

(5)	Related to the management of foreign exchange risk on a portion of the Company’s former indirect investment in LSEG.

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

The Company recognizes transfers into and out of the fair value measurement hierarchy levels at the end of the reporting period in which the event or change in circumstances that caused the transfer occurred. There were no transfers between hierarchy levels for the nine months ended September 30, 2024.

Valuation Techniques

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Specific valuation techniques used to value financial instruments include:

^●

The fair value of investments reflect quoted market prices and pricing from equity funding rounds, as applicable;

^●

The fair value of cross-currency interest rate swaps and foreign exchange contracts are calculated as the present value of the estimated future cash flows based on observable yield curves;

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^●

The fair value of other receivables considers estimated future cash flows, current market interest rates and non-performance risk; and

^●

The fair value of contingent consideration is calculated based on estimates of future revenue performance or the achievement of certain commercial milestones.

Note 13: Other Non-Current Assets



	September 30,		December 31,

	2024		2023

Net defined benefit plan surpluses		51		45

Cash surrender value of life insurance policies		368		354

Deferred commissions		81		108

Other non-current assets⁽¹⁾		123		111

Total other non-current assets		623		618

(1)	Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $95 million and $91 million as of September 30, 2024 and December 31, 2023, respectively (see note 19).

Note 14: Payables, Accruals and Provisions



	September 30,		December 31,

	2024		2023

Trade payables		196		181

Accruals		723		798

Provisions		95		92

Other current liabilities		49		43

Total payables, accruals and provisions		1,063		1,114

Note 15: Provisions and Other Non-Current Liabilities



	September 30,		December 31,

	2024		2023

Net defined benefit plan obligations		509		535

Deferred compensation and employee incentives		76		74

Provisions		68		71

Other non-current liabilities		17		12

Total provisions and other non-current liabilities		670		692

Note 16: Capital

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

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

Details of share repurchases were as follows:


	Nine months ended September 30,
	2024		2023

Share repurchases (millions of U.S. dollars)		639		718

Shares repurchased (number in millions)		4.1		6.0

Share repurchases - average price per share in U.S. dollars	$	156.92	$	120.10

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Dividends

Dividends on common shares are declared in U.S. dollars. In the consolidated statement of cash flow, dividends paid on common shares are shown net of amounts reinvested in the Company under its dividend reinvestment plan.

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023

Dividends declared per common share	$	0.54	$	0.49	$	1.62	$	1.47
Dividends declared		243		224		730		686

Dividends reinvested		(7)		(6)		(22)		(14)

Dividends paid		236		218		708		672

Note 17: Supplemental Cash Flow Information

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Non-cash employee benefit charges		38		31		108		106
Net losses (gains) on foreign exchange and derivative financial instruments		31		(117)		6		76
Fair value adjustments (see note 5)		–		(6)		(8)		(1)

Other		(13)		3		67		7

		56		(89)		173		188

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Trade and other receivables		68		18		112		49
Prepaid expenses and other current assets		47		22		36		56
Payables, accruals and provisions		39		21		(148)		(328)
Deferred revenue		7		(23)		27		29
Income taxes⁽¹⁾		44		222		258		648

Other		1		(3)		(33)		(37)
		206		257		252		417

(1)	All periods include current tax liabilities that were recorded on the sale of LSEG shares (see note 8), for which the tax payments are included in investing activities.

Details of income taxes paid are as follows:

Three months ended
September 30,

Nine months ended
September 30,

2024

2023

2024

2023

Operating activities - continuing operations

(25)

(11)

(171)

(118)

Investing activities - continuing operations

(65)

(273)

(202)

(543)

Investing activities - discontinued operations

–

(1)

Total income taxes paid

(90)

(284)

(373)

(662)

Note 18: Acquisitions

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

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Acquisition activity

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



	Three months ended September 30,				Nine months ended September 30,
Number of transactions	2024		2023		2024		2023
Businesses acquired		1		2		3		3
Investments in businesses		2		–		6		5

Asset acquisitions		–		–		1		–
		3		2		10		8



	Three months ended September 30,				Nine months ended September 30,
Total consideration	2024		2023		2024		2023
Businesses acquired		7		707		457		1,220

Less: Cash acquired		–		(10)		(12)		(35)
Businesses acquired, net of cash		7		697		445		1,185
Investments in businesses⁽¹⁾		15		(24)		24		11
Asset acquisitions		–		–		15		–

Deferred and contingent consideration payments		3		5		8		5
		25		678		492		1,201

(1)	The three months ended September 30, 2023 reflects the reclassification of the Company’s initial investment in Casetext, Inc., which was acquired in August 2023, and included within businesses acquired, net of cash, amounts above.

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



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

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The details of net assets acquired were as follows:

September 30,

2024

Pagero

Other

Total

Cash and cash equivalents

Trade receivables

Prepaid expenses and other current assets

–

Current assets

Property and equipment

–

Computer software

254

–

254

Other identifiable intangible assets

Equity method investments

–

Other non-current assets

–

Total assets

381

405

Payables and accruals

(40)

(1)

(41)

Current taxes payable

(5)

(1)

(6)

Deferred revenue

(14)

(5)

(19)

Other financial liabilities

(2)

(6)

(8)

Current liabilities

(61)

(13)

(74)

Long-term indebtedness

(48)

–

(48)

Provisions and other non-current liabilities

(3)

–

(3)

Other financial liabilities

(14)

(24)

(38)

Deferred tax

(29)

(5)

(34)

Total liabilities

(155)

(42)

(197)

Net assets acquired

226

(18)

208

Goodwill

571

637

Non-controlling interests

(388)

–

(388)

Total

409

457

Businesses acquired, net of cash

399

445


	September 30,
	2023
	Sureprep LLC		Casetext, Inc.		Other		Total
Cash and cash equivalents		25		8		2		35
Trade receivables		8		1		2		11
Prepaid expenses and other current assets		3		3		–		6
Current assets		36		12		4		52
Property and equipment		2		–		–		2
Computer software		180		185		8		373
Other identifiable intangible assets		13		17		7		37
Other non-current assets		1		–		–		1
Total assets		232		214		19		465
Payables and accruals		(5)		(3)		(5)		(13)
Deferred revenue		(47)		(5)		(2)		(54)
Current liabilities		(52)		(8)		(7)		(67)
Provisions and other non-current liabilities		(1)		–		(1)		(2)
Deferred tax		(9)		(38)		(4)		(51)
Total liabilities		(62)		(46)		(12)		(120)
Net assets acquired		170		168		7		345
Goodwill		343		490		42		875
Total		513		658		49		1,220
Businesses acquired, net of cash		488		650		47		1,185

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The excess of the purchase price over the net assets acquired was recorded as goodwill and reflects synergies and the value of the acquired workforce. Relative to the acquisitions completed in the nine months ended September 30, 2024 and 2023, the majority of goodwill is not expected to be deductible for tax purposes.

Purchase price allocation

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

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

Pagero

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

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

Other

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

Note 19: Contingencies

Lawsuits and legal claims

The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, employment matters, commercial matters, privacy and data protection matters, defamation matters and intellectual property infringement matters. The outcome of all the matters against the Company is subject to future resolution, including uncertainties of litigation. Litigation outcomes are difficult to predict with certainty due to various factors, including but not limited to: the preliminary nature of some claims; uncertain damage theories and demands; an incomplete factual record; uncertainty concerning legal theories and procedures and their resolution by the courts, at both trial and appellate levels; and the unpredictable nature of opposing parties. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial condition taken as a whole.

Uncertain tax positions

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

As a result, the Company maintains provisions for uncertain tax positions that it believes appropriately reflect its risk. These provisions are made using the Company’s best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, the Company performs an expected value calculation to determine its provisions. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances. Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from the Company’s provisions. However, based on currently enacted legislation, information currently known by the Company and after consultation with outside tax advisors, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial condition taken as a whole.

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Prior to December 31, 2023, the Company paid $430 million of tax as required under notices of assessment issued by the U.K. tax authority, HM Revenue & Customs (“HMRC”), under the Diverted Profits Tax (“DPT”) regime that collectively related to the 2015, 2016, 2017 and 2018 taxation years of certain of its current and former U.K. affiliates. The Company does not believe these current and former U.K. affiliates fall within the scope of the DPT regime. Because the Company believes its position is supported by the weight of law, it intends to vigorously defend its position and will continue contesting these assessments through all available administrative and judicial remedies. As the assessments largely relate to businesses that the Company has sold, the majority are subject to indemnity arrangements under which the Company has been required to pay additional taxes to HMRC or the indemnity counterparty.

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

Guarantees

The Company has an investment in 3 Times Square Associates LLC (“3XSQ Associates”), an entity jointly owned by a subsidiary of the Company and Rudin Times Square Associates LLC (“Rudin”), that owns and operates the 3 Times Square office building (“the building”) in New York, New York. In June 2022, 3XSQ Associates obtained a $415 million, 3-year term loan facility to refinance existing debt, fund the building’s redevelopment, and cover interest and operating costs during the redevelopment period. The building is pledged as loan collateral. Thomson Reuters and Rudin each guarantee 50% of (i) certain principal loan amounts and (ii) interest and operating costs. Thomson Reuters and Rudin also jointly and severally guarantee (i) completion of commenced works and (ii) lender losses arising from disallowed acts, environmental or otherwise. To minimize economic exposure to 50% for the joint and several obligations, Thomson Reuters and a parent entity of Rudin entered into a cross-indemnification arrangement. The Company believes the value of the building is expected to be sufficient to cover obligations that could arise from the guarantees. The guarantees do not impact the Company’s ability to borrow funds under its $2.0 billion syndicated credit facility or the related covenant calculation.

Note 20: Related Party Transactions

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

Transactions with YPL

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

Transactions with 3XSQ Associates

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

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

Note 21: Subsequent Events

Acquisition

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

Sale Agreement

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

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