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Acquiring Segment

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April 2022

ThoughtTrace

Corporates

A business that uses artificial intelligence and machine learning to read, organize and manage document workflows.

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6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2022

Commission File Number: 1-31349

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

333 Bay Street, Suite 300

Toronto, Ontario M5H 2R2, 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 ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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.

EXHIBIT INDEX


Exhibit 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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


THOMSON REUTERS CORPORATION (Registrant)

By:	/s/ Jennifer Ruddick
	Name:	Jennifer Ruddick
	Title:	Assistant Secretary

Date: November 3, 2022

EXHIBIT 99.1 - MANAGEMENT'S DISCUSSION AND ANALYSIS

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 how we 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 in conjunction with our consolidated interim financial statements for the three and nine months ended September 30, 2022, our 2021 annual consolidated financial statements and our 2021 annual management’s discussion and analysis. This management’s discussion and analysis contains forward-looking statements, which are subject to risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements. Forward-looking statements include, but are not limited to, our two-year outlook, including forecasted impacts associated with our Change Program, 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, material assumptions and material risks associated with them, please see the “Outlook,” and “Additional Information—Cautionary Note Concerning Factors That May Affect Future Results” sections of this management’s discussion and analysis. This management’s discussion and analysis is dated as of November 1, 2022.

We have organized our management’s discussion and analysis in the following key sections:


•	Executive Summary – an overview of our business and key financial highlights	3

•	Results of Operations – a comparison of our current and prior-year period results	5

•	Liquidity and Capital Resources – a discussion of our cash flow and debt	13

•	Outlook – our two-year financial outlook, including material assumptions and material risks	18

•	Related Party Transactions – a discussion of transactions with our principal and controlling shareholder, The Woodbridge Company Limited (Woodbridge) and other related parties	21

•	Subsequent Events – a discussion of material events occurring after September 30, 2022 and through the date of this management’s discussion and analysis	21

•	Changes in Accounting Policies – a discussion of changes in our accounting policies	21

•	Critical Accounting Estimates and Judgments – a discussion of critical estimates and judgments made by our management in applying accounting policies	21

•	Additional Information – other required disclosures	22

•	Appendix – supplemental information	24

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.

In the first quarter of 2022, we made two changes to our segment reporting to reflect changes in how we manage our businesses. Prior-period amounts have been revised to reflect the current presentation. Refer to the “Additional information” section of this management’s discussion and analysis for further information.

Use of non-IFRS financial measures

In this management’s discussion and analysis, we discuss our results on both an IFRS and non-IFRS basis. We use non-IFRS financial measures, which include ratios that incorporate one or more non-IFRS financial measures, as supplemental indicators of our operating performance and financial position as well as for internal planning purposes, our management incentive programs and our business outlook. We believe non-IFRS financial measures provide more insight into our performance. Non-IFRS measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as alternatives to measures of financial performance calculated in accordance with IFRS.

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See Appendix A of this management’s discussion and analysis for a description of our non-IFRS financial measures, including an explanation of why we believe they are useful measures of our performance, including our ability to generate cash flow. Refer to the “Liquidity and Capital Resources” section of this management’s discussion and analysis and 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
“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%; “100bp” is equivalent to 1%
Change Program		A two-year initiative focused on 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 rates to the financial results of the current and equivalent prior-year period
COVID-19		A novel strain of coronavirus that was characterized a pandemic by the World Health Organization during March 2020
EPS		Earnings per share
LSEG		London Stock Exchange Group plc
n/a		Not applicable
n/m		Not meaningful
organic or organically		A non-IFRS measure that represents changes in revenues of our existing businesses at constant currency. The metric excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods
Refinitiv		The Refinitiv business of LSEG. We owned 45% of Refinitiv prior to its sale on January 29, 2021
YPL		York Parent Limited, the entity that owns LSEG shares, which is jointly owned by our company and the Blackstone consortium. A group of current LSEG and former members of Refinitiv senior management also owns part of YPL. References to YPL also include its subsidiaries. YPL was previously known as Refinitiv Holdings Limited prior to the sale of Refinitiv to LSEG on January 29, 2021
$ and US$		U.S. dollars

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Executive Summary

Our company

Thomson Reuters is a leading provider of business information services. Our products include highly specialized information-enabled software and tools for legal, tax, accounting and compliance professionals combined with the world’s most global news service – Reuters.

We derive most of our revenues from selling information and software solutions, primarily electronically and 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 described below, which reflect how we manage our businesses.


				Third Quarter 2022 Revenues
		Legal Professionals Serves law firms and governments with research and workflow products, focusing on intuitive legal research powered by emerging technologies and integrated legal workflow solutions that combine content, tools and analytics.
		Corporates Serves corporate customers from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-enabled technology solutions for in-house legal, tax, regulatory, compliance and IT professionals.
		Tax & Accounting Professionals Serves tax, accounting and audit professionals in accounting firms (other than the seven largest, which are served by our Corporates segment) with research and workflow products, focusing on intuitive tax offerings and automating tax workflows.
		Reuters News 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 the Refinitiv business of LSEG.
		Global Print Provides legal and tax information primarily in print format to customers around the world.

Our businesses are supported by a corporate center that centrally manages commercial and technology operations, including those around our sales capabilities, digital customer experience and product and content development. Our corporate center also centrally manages functions such as finance, legal and human resources, and our Change Program. We report “Corporate costs” which includes expenses for corporate functions and our Change Program.

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Key Financial Highlights

The momentum of our businesses continued in the third quarter of 2022. Total company revenues grew 3%, while organic revenues increased 6% driven by the third consecutive quarter of 7% recurring revenue growth. Organic revenues for our “Big 3” segments (Legal Professionals, Corporates and Tax & Accounting Professionals) increased 6%. In September 2022, we launched Westlaw Precision, a significant upgrade to our flagship legal research offering. We are encouraged by the customer interest, feedback, and initial sales activity for the product.

While we acknowledge growing macroeconomic uncertainty, our businesses are resilient and continue to benefit from the increasing complexity of regulation in our legal, tax and risk-related markets. To date, we have not observed significant changes in customer buying patterns, except for a few pockets within our Corporates segment where sales cycles have lengthened modestly. On November 1, 2022, we announced that we are maintaining our outlooks for 2022 and 2023. Refer to the “Outlook” section of this management’s discussion and analysis for additional information.

As of October 28, 2022, we have repurchased 8.0 million of our common shares for a total spend of $855 million under the $2.0 billion share buyback program announced on June 8, 2022.

Recent Global Events

We continue to operate in an uncertain macroeconomic and geopolitical environment. To combat high inflation, central banks are aggressively raising short-term borrowing rates. Lingering COVID-19 impacts, supply chain disruptions and the Russian military invasion of Ukraine are additional factors creating stress on economic growth and financial markets. We are closely monitoring the evolving macroeconomic and geopolitical conditions to assess potential impacts on our businesses.

While our Reuters News business continues to report from Ukraine and Russia in order to provide unbiased and reliable news, our operations in Ukraine and Russia are not material to our business. We have taken steps to comply with applicable restrictions arising from sanctions that apply to our company. We have also relocated services previously performed under outsourcing contracts in the region.

Change Program Update

Our two-year Change Program is intended to drive growth and efficiency by transitioning our company from a holding company into an operating company, and from a content provider into a content-driven technology company. We expect our Change Program to be largely completed by the end of 2022. The Change Program remains on track to achieve our overall objectives, which are to:

^●

Make it easier for our customers to do business with us;

^●

Significantly modernize and simplify our product portfolio and product development groups;

^●

Reduce complexity in our operations and technology organization; and

^●

Continue to simplify our organizational structure to enable a more innovative culture.

We have invested the following amounts in our Change Program on technology, organizational and market-related initiatives.

Change Program Investments

(millions of U.S. dollars)

Three months ended
September 30, 2022

Nine months ended
September 30, 2022

Cumulative
to Date

Total
Expected

Change Program investments:

Operating expenses

111

294

343 - 383

Accrued capital expenditures

209

212 - 252

Total investment

208

503

600

Specifically, we have migrated portions of our revenue to cloud solutions, increased the proportion of sales we make through our digital channels, and improved our customers’ experience interacting with us. As of September 30, 2022, we achieved $410 million of annualized run-rate operating expense savings. We expect to achieve $500 million of annualized run-rate operating expense savings by the end of 2022, and to achieve our full targeted amount of $600 million by the end of 2023. Refer to the “Outlook” section of the management’s discussion and analysis for additional information about our Change Program.

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Results of Operations

Our revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as we record a large portion of our revenues ratably over the contract term and our costs are generally incurred evenly throughout the year. However, our revenues from quarter to consecutive quarter can be impacted by the release of certain tax products, which tend to be concentrated in the fourth quarter and, to a lesser extent, in the first quarter of the year. The timing of costs related to the Change Program impacted the seasonality of our expenses and operating profit in 2022 and 2021.

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.

Consolidated results


	Three months ended September 30,								Nine months ended September 30,
					Change								Change
(millions of U.S. dollars, except per share amounts and margins)	2022		2021		Total		Constant Currency		2022		2021		Total		Constant Currency
IFRS Financial Measures
Revenues		1,574		1,526		3%				4,862		4,638		5%
Operating profit		398		282		41%				1,203		985		22%
Diluted earnings (loss) per share		$0.47		$(0.49)		n/m				$2.30		$11.80		n/m
Non-IFRS Financial Measures
Revenues		1,574		1,526		3%		5%		4,862		4,638		5%		6%
Organic revenue growth								6%								6%
Adjusted EBITDA		535		458		17%		17%		1,696		1,518		12%		11%
Adjusted EBITDA margin		34.0%		30.0%		400bp		310bp		34.9%		32.7%		220bp		150bp
Adjusted EBITDA less accrued capital expenditures⁽¹⁾		391		328		19%				1,289		1,154		12%
Adjusted EBITDA less accrued capital expenditures margin⁽¹⁾		24.8%		21.5%		330bp				26.5%		24.9%		160bp
Adjusted EPS		$0.57		$0.46		24%		24%		$1.82		$1.52		20%		18%

(1)	As of December 31, 2021, we changed the basis for reporting capital expenditures. Prior-period amounts have been revised to reflect the change. Refer to Appendix A of this management’s discussion and analysis for additional information.

“Big 3” Segments—Legal Professionals, Corporates and Tax & Accounting Professionals Combined



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

(millions of U.S. dollars, except margins)	2022		2021		Total		Constant Currency		2022		2021		Total		Constant Currency
Non-IFRS Financial Measures
Revenues		1,264		1,213		4%		6%		3,916		3,708		6%		7%
Organic revenue growth								6%								7%
Adjusted EBITDA		530		468		13%		14%		1,638		1,478		11%		11%
Adjusted EBITDA margin		41.9%		38.6%		330bp		290bp		41.8%		39.9%		190bp		160bp

Revenues



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

(millions of U.S. dollars)	2022		2021		Total		Constant Currency		Organic		2022		2021		Total		Constant Currency		Organic
Recurring revenues		1,291		1,233		5%		7%		7%		3,882		3,672		6%		7%		7%
Transactions revenues		137		144		(5%)		(4%)		(3%)		550		527		4%		6%		6%
Global Print revenues		146		149		(3%)		–		–		430		439		(2%)		(1%)		(1%)
Revenues		1,574		1,526		3%		5%		6%		4,862		4,638		5%		6%		6%

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Revenues

Revenues in the third quarter increased 3% in total driven by growth across four of our five business segments. Foreign currency had a 2% negative impact on revenue growth. On an organic basis, total revenues increased 6%, driven by 7% growth in recurring revenues (82% of total revenues). On the same basis, transaction revenues declined 3% and Global Print revenues were nearly unchanged.

Revenues in the nine-month period increased 5% in total, also driven by growth across four of our five business segments. Foreign currency had a 1% negative impact on revenue growth. On an organic basis, total revenues increased 6%, driven by 7% growth in recurring revenues (80% of total revenues) and 6% growth in transactions revenues. Global Print revenues declined slightly.

Revenues from the “Big 3” segments in the third quarter increased 4% in total and 6% on both a constant currency and organic basis. Organic revenue growth was driven by 8% growth in recurring revenues. Transactions revenues declined 3%. This is the sixth consecutive quarter the “Big 3” segments have grown at least 6% organically. In the nine-month period, revenues from the “Big 3” segments increased 6% in total and 7% on both a constant currency and organic basis due to increases in recurring and transactions revenues. In each period, our “Big 3” segments represented approximately 80% of our total revenues.

Foreign currency negatively impacted revenue growth in both periods due to the strengthening of the U.S. dollar against most major currencies compared to the prior-year periods, with the greatest impact coming from the British pound sterling and the Euro.

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

Operating profit increased 41% in the third quarter driven by higher revenues and lower costs, which included cost benefits resulting from the Change Program, as well as gains from the sale of certain non-core businesses. In the nine-month period, operating profit increased 22%, as higher revenues more than offset higher costs, which included investments associated with the Change Program.

In the third quarter, adjusted EBITDA, which excludes gains on sale of certain non-core businesses, increased 17% and the related margin increased to 34.0% due to higher revenues and lower costs. Investments in the Change Program negatively impacted the third quarter of 2022 adjusted EBITDA margin by 300bp. Foreign currency benefited the year-over-year change in adjusted EBITDA margin by 90bp.

In the nine-month period, adjusted EBITDA increased 12% and the related margin increased to 34.9% as higher revenues more than offset higher costs. Investments in the Change Program negatively impacted the nine-month period of 2022 adjusted EBITDA margin by 230bp. Foreign currency benefited the year-over-year change in adjusted EBITDA margin by 70bp.

Adjusted EBITDA less accrued capital expenditures and the related margin increased in both periods as higher adjusted EBITDA more than offset higher accrued capital expenditures. Accrued capital expenditures in the third quarter and nine-month period of 2022 included $32 million (2021 — $26 million) and $97 million (2021 — $65 million) associated with the Change Program, respectively.

Operating expenses


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

					Change								Change

(millions of U.S. dollars)	2022		2021		Total		Constant Currency		2022		2021		Total		Constant Currency
Operating expenses		1,023		1,060		(4%)		1%		3,145		3,114		1%		4%
Remove fair value adjustments⁽¹⁾		16		8						21		6
Operating expenses excluding fair value adjustments		1,039		1,068		(3%)		1%		3,166		3,120		2%		4%

(1)	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.

Reflecting the strengthening of the U.S. dollar against most major currencies, operating expenses, excluding fair value adjustments, decreased in the third quarter. On a constant currency basis, operating expenses, excluding fair value adjustments, increased in both periods. While both periods benefited from savings from our Change Program, the savings were more than offset by higher sales related expenses associated with higher revenues, investments in technology and Change Program costs, which were $47 million in the third quarter of 2022 (2021 — $53 million) and $111 million in the nine-month period of 2022 (2021 — $105 million). Both periods included spending on severance as well as costs to drive technology and digital sales efficiencies.

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Depreciation and amortization


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

(millions of U.S. dollars)	2022		2021		Change		2022		2021		Change
Depreciation		34		40		(16%)		110		128		(14%)
Amortization of computer software		119		119		—		354		356		(1%)
Subtotal		153		159		(4%)		464		484		(4%)
Amortization of other identifiable intangible assets		25		29		(14%)		76		90		(16%)

^●

Depreciation and amortization of computer software on a combined basis decreased in both periods, reflecting the completion of depreciation and amortization on certain assets acquired in previous years. The decrease in the nine-month period also reflected that the prior-year period included the write-down of assets associated with real estate leases we have vacated.

^●

Amortization of other identifiable intangible assets decreased due to the completion of amortization of assets acquired in previous years.

Other operating gains, net


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

(millions of U.S. dollars)	2022		2021		2022		2021
Other operating gains, net		25		4		26		35

In the third quarter and nine-month period of 2022, other operating gains, net, included gains on the sale of two non-core businesses. In 2021, other operating gains, net, in both periods included income from a license that allowed the Refinitiv business of LSEG to use the “Reuters” mark. Additionally, the nine-month period included a benefit from the revaluation of warrants that we held in Refinitiv prior to its sale to LSEG on January 29, 2021 and a gain on the sale of a business.

Net interest expense


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

(millions of U.S. dollars)	2022		2021		Change		2022		2021		Change
Net interest expense		48		46		5%		145		146		(1%)

Net interest expense increased in the third quarter due to higher interest costs associated with tax liabilities. In the nine-month period, net interest expense decreased slightly as lower interest costs on net pension obligations and higher interest income more than offset higher interest associated with tax liabilities. 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 periods.

Other finance income

Three months ended September 30,

Nine months ended September 30,

(millions of U.S. dollars)

2022

2021

2022

2021

Other finance income

(448)

(34)

(862)

(30)

In the third quarter and nine-month period of 2022, other finance income included $353 million and $673 million, respectively, of gains associated with foreign exchange contracts related to a portion of our indirect investment in LSEG, which is denominated in British pounds sterling. All four periods included net foreign exchange gains on intercompany funding arrangements.

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

Three months ended September 30,

Nine months ended September 30,

(millions of U.S. dollars)

2022

2021

2022

2021

YPL (formerly Refinitiv Holdings Limited)

(520)

(675)

(543)

6,710

Other equity method investments

(5)

(9)

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

(525)

(672)

(552)

6,717

Our investment in LSEG is subject to equity accounting because the LSEG shares are held through YPL, over which we have significant influence. The investment in LSEG shares held by YPL is accounted for at fair value, based on the share price of LSEG, which is denominated in British pounds sterling.

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In the third quarter of 2022, our share of post-tax losses in equity method investments primarily reflected a decrease in value of the Company’s LSEG investment due to foreign exchange losses of $543 million, which were partly offset by dividend income of $25 million. The nine-month period of 2022 primarily reflected foreign exchange losses of $1,317 million from the LSEG investment, partly offset by increases in the LSEG share price of $687 million and dividend income of $87 million.

In 2021, share of post-tax losses in equity method investments in the three-month period reflected a $699 million decrease in value of the LSEG investment. The nine-month period reflected an $8,075 million gain from the sale of Refinitiv, in which the Company owned a 45% interest, to LSEG, and $75 million of dividend income from LSEG after the sale. Both the gain and dividend were partly offset by a $1,272 million decline in the value of the LSEG investment after the sale and $168 million of post-tax losses related to the Refinitiv operations prior to the sale.

In the third quarter of 2022, LSEG repurchased approximately 0.7 million ordinary shares from YPL under a buyback program announced by LSEG in August 2022. We received proceeds of $24 million, for approximately 0.3 million shares, which were distributed as a dividend and reduced our investment. In March 2021, as permitted under a lock-up exception, approximately 10.1 million of our LSEG shares were sold for pre-tax net proceeds of $994 million. Proceeds from the sale of the shares by YPL were also distributed to us as a dividend.

As of October 28, 2022, we indirectly owned approximately 72.0 million LSEG shares, which had a market value of approximately $6.3 billion based on LSEG’s closing share price on that date.

Tax expense (benefit)


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

(millions of U.S. dollars)	2022		2021		2022		2021
Tax expense (benefit)		8		(161)		156		1,722

Tax expense (benefit) in each period included significant impacts related to the Company’s indirect investment in LSEG. In 2022, each period also included significant impacts related to other finance income, primarily associated with gains from foreign exchange contracts related to the Company’s investment in LSEG. Tax expense in the nine-month period of 2021 included tax expense associated with the gain on sale of Refinitiv to LSEG. 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 (benefit) for the full year.

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


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

(millions of U.S. dollars)	2022		2021		2022		2021

Tax expense (benefit)

Tax items impacting comparability:

Corporate tax laws and rates⁽¹⁾		-		-		(10)		(11)
Deferred tax adjustments⁽²⁾		-		(4)		(35)		(4)

Subtotal		-		(4)		(45)		(15)
Tax related to:

Amortization of other identifiable intangible assets		(6)		(6)		(17)		(20)

Share of post-tax (losses) earnings in equity method investments		(133)		(169)		(150)		1,631

Other finance income		81		-		159		-

Other items		7		1		8		5

Subtotal		(51)		(174)		-		1,616

Total		(51)		(178)		(45)		1,601

(1)	The nine-month period of 2022 consists primarily of adjustments to deferred tax balances due to changes in effective state tax rates. The 2021 period includes changes in deferred tax assets due to changes in foreign tax rates.

(2)	Includes the recognition of deferred tax assets for a tax basis step-up attributable to a non-U.S. subsidiary and adjustments required for a business that was classified as held for sale as well as adjustments required due to divestitures and acquisitions.

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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 September 30,				Nine months ended September 30,

(millions of U.S. dollars)	2022		2021		2022		2021

Tax expense (benefit)		8		(161)		156		1,722

Remove: Items from above impacting comparability		51		178		45		(1,601)
Other adjustment:

Interim period effective tax rate normalization⁽¹⁾		-		8		(3)		10

Total tax expense on adjusted earnings		59		25		198		131

(1)

Adjustment to reflect income taxes based on estimated full-year effective tax rates. Earnings or losses for interim periods under IFRS generally reflect income taxes based on the estimated effective tax rates of each of the jurisdictions in which we operate. The non-IFRS adjustment reallocates estimated full-year income taxes between interim periods but has no effect on full-year income taxes.

In the fourth quarter of 2022, we expect new tax legislation to be enacted in Canada 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 income statement and record corresponding deferred tax assets, the amount of which could be significant.

Results of Discontinued Operations

Three months ended September 30,

Nine months ended September 30,

(millions of U.S. dollars)

2022

2021

2022

2021

(Loss) earnings from discontinued operations, net of tax

(37)

(92)

—

In the three and nine-month periods of 2022, loss from discontinued operations, net of tax, was primarily comprised of losses arising on a receivable balance from LSEG relating to a tax indemnity. The losses were due to changes in foreign exchange and interest rates.

Net earnings (loss) and diluted earnings (loss) per share

Three months ended September 30,

Nine months ended September 30,

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

2022

2021

Change

2022

2021

Change

Net earnings (loss)

228

(240)

n/m

1,120

5,864

n/m

Diluted earnings (loss) per share

$0.47

$(0.49)

n/m

$2.30

11.80

n/m

We reported net earnings and diluted earnings per share in the third quarter of 2022, compared to a net loss and diluted loss per share in 2021. While the third quarter of 2022 and 2021 included significant reductions in the value of our investment in LSEG, the third quarter of 2022 benefited from gains on foreign exchange contracts related to a portion of the investment, which is denominated in British pound sterling. In the nine-month period of 2022, net earnings and diluted EPS decreased compared to the prior-year period because 2021 included a gain of approximately $8.1 billion on the sale of Refinitiv to LSEG in January 2021.

Adjusted earnings and adjusted EPS



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

					Change								Change

(millions of U.S. dollars, except per share amounts)	2022		2021		Total		Constant Currency		2022		2021		Total		Constant Currency
Adjusted earnings		274		227		21%				887		755		18%
Adjusted EPS	$	0.57	$	0.46		24%		24%	$	1.82	$	1.52		20%		18%

Adjusted earnings and the related per share amount increased in both periods primarily due to higher adjusted EBITDA, which more than offset higher income tax expense.

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Segment results

The following is a discussion of our five reportable segments and our Corporate costs for the three and nine months ended September 30, 2022. We assess revenue growth for each segment, as well as the businesses within each segment, in constant currency and on an organic basis. See Appendix A of this management’s discussion and analysis for additional information.

Legal Professionals



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

					Change										Change

(millions of U.S. dollars, except margins)	2022		2021		Total		Constant Currency		Organic		2022		2021		Total		Constant Currency		Organic
Recurring revenues		658		634		4%		6%		6%		1,967		1,881		5%		6%		6%
Transactions revenues		43		48		(10%)		(10%)		(7%)		132		142		(7%)		(6%)		(3%)
Revenues		701		682		3%		5%		6%		2,099		2,023		4%		5%		6%
Segment adjusted EBITDA		324		288		13%		14%				933		852		9%		11%
Segment adjusted EBITDA margin		46.2%		42.3%		390bp		380bp				44.5%		42.1%		240bp		220bp

Revenues increased in total, constant currency and on an organic basis in both periods. Organic revenues, which grew 6% for the sixth consecutive quarter, increased in both periods due to growth in recurring revenues (94% of the Legal Professionals segment in the third quarter) driven by Practical Law, Westlaw, HighQ and our Government business. Transactions revenues on an organic basis (6% of the Legal Professionals segment in the third quarter) declined in both periods.

Segment adjusted EBITDA and the related margins increased in both periods due to higher revenues and lower expenses, which reflected cost savings from our Change Program. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 10bp and 20bp in the third quarter and nine-month period, respectively.

Corporates



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

					Change										Change

(millions of U.S. dollars, except margins)	2022		2021		Total		Constant Currency		Organic		2022		2021		Total		Constant Currency		Organic
Recurring revenues		330		307		8%		9%		9%		968		898		8%		9%		9%
Transactions revenues		43		47		(9%)		(7%)		(7%)		189		184		3%		4%		4%
Revenues		373		354		5%		7%		7%		1,157		1,082		7%		8%		8%
Segment adjusted EBITDA		147		130		13%		13%				443		403		10%		10%
Segment adjusted EBITDA margin		39.2%		36.7%		250bp		180bp				38.2%		37.2%		100bp		50bp

Revenues increased in total, constant currency and on an organic basis in both periods. The increase in organic revenues in the third quarter was due to growth in recurring revenues (89% of the Corporates segment in the third quarter) driven by Practical Law, CLEAR, Direct Tax and HighQ. On the same basis, transactions revenues (11% of the Corporates segment in the third quarter) declined, as expected, reflecting a lower number of software implementations. In the nine-month period, revenues increased due to higher recurring and transactions revenues. The increase in transactions revenues was driven by Trust, Confirmation, and the segment’s businesses in Asia & Emerging Markets.

Segment adjusted EBITDA and the related margins increased in both periods as higher revenues more than offset higher expenses, which were mitigated by cost savings from our Change Program. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 70bp and 50bp in the third quarter and nine-month period, respectively.

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Tax & Accounting Professionals



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

					Change										Change

(millions of U.S. dollars, except margins)	2022		2021		Total		Constant Currency		Organic		2022		2021		Total		Constant Currency		Organic
Recurring revenues		158		149		6%		8%		9%		507		463		9%		10%		10%
Transactions revenues		32		28		11%		12%		12%		153		140		9%		9%		9%
Revenues		190		177		7%		8%		9%		660		603		9%		10%		10%
Segment adjusted EBITDA		59		50		17%		15%				262		223		18%		17%
Segment adjusted EBITDA margin		31.0%		28.5%		250bp		170bp				39.7%		36.9%		280bp		230bp

Revenues increased in total, constant currency and on an organic basis in both periods. Organic revenues increased in both periods due to growth in recurring revenues (83% of the Tax & Accounting Professionals segment in the third quarter) and transactions revenues (17% of the Tax & Accounting Professionals segment in the third quarter). The segment’s UltraTax product contributed to both recurring and transactions revenue growth. The increase in recurring revenues also included growth in the segment’s businesses in Latin America. The increase in transactions revenues included higher training revenues and, in the nine-month period, growth in Confirmation.

Segment adjusted EBITDA and the related margins increased in both periods as higher revenues more than offset higher expenses, which were mitigated by cost savings from our Change Program and a benefit from lower reserves for accounts receivable. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 80bp and 50bp in the third quarter and nine-month period, respectively.

Tax & Accounting Professionals is a more seasonal business relative to our other businesses, with a higher percentage of its segment adjusted EBITDA historically generated in the fourth quarter and to a slightly lesser extent, the first quarter, due to the release of certain tax products. Small movements in the timing of revenues and expenses can impact quarterly margins.

Reuters News



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

					Change										Change

(millions of U.S. dollars, except margins)	2022		2021		Total		Constant Currency		Organic		2022		2021		Total		Constant Currency		Organic
Recurring revenues		152		148		2%		6%		6%		459		446		3%		5%		5%
Transactions revenues		19		21		(10%)		(4%)		(4%)		76		61		26%		31%		31%
Revenues		171		169		1%		5%		5%		535		507		5%		9%		9%
Segment adjusted EBITDA		33		25		37%		22%				114		88		31%		21%
Segment adjusted EBITDA margin		19.7%		14.5%		520bp		230bp				21.4%		17.3%		410bp		200bp

Revenues increased in total, constant currency and on an organic basis in both periods. In the third quarter, the increase in organic revenues was primarily driven by higher revenues in the segment’s Agency business and from its news and editorial agreement with the Refinitiv business of LSEG, which more than offset lower transactions revenues. The increase in organic revenues in the nine-month period was driven by growth across all of the segment’s businesses.

Reuters News and the Refinitiv business of LSEG have an agreement pursuant to which Reuters News supplies news and editorial content to Refinitiv through October 1, 2048. Reuters News recorded revenues of $90 million (2021 – $85 million) and $270 million (2021 — $254 million) in the third quarter and nine-month period of 2022, respectively, under this agreement.

Segment adjusted EBITDA and the related margins increased in both periods reflecting the favorable impact of foreign currency due to the strengthening of the U.S dollar against most major currencies, as well as higher revenues. Expenses also benefited from cost savings associated with our Change Program. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 290bp and 210bp in the third quarter and nine-month period, respectively.

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Global Print



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

					Change										Change

(millions of U.S. dollars, except margins)	2022		2021		Total		Constant Currency		Organic		2022		2021		Total		Constant Currency		Organic
Revenues		146		149		(3%)		—		—		430		439		(2%)		(1%)		(1%)
Segment adjusted EBITDA		50		52		(4%)		(1%)				153		165		(7%)		(5%)
Segment adjusted EBITDA margin		34.4%		35.0%		(60)bp		(10)bp				35.6%		37.5%		(190)bp		(190)bp

Revenues decreased in total, but were essentially unchanged in constant currency and on an organic basis in the third quarter. Revenues declined on all three bases in the nine-month period. The performance in both periods was better than the mid-single digit declines we expected due to improved customer retention, timing of new sales, and higher third-party revenues for printing services. In the fourth quarter of 2022, we expect a larger revenue decline as the favorable timing experienced in the third quarter should normalize.

Segment adjusted EBITDA and the related margins decreased in the third quarter primarily due to the impact of foreign currency. In the nine-month period, both metrics declined due to lower revenues and the dilutive effect of third-party print revenues. Foreign currency negatively impacted the year-over-year change on segment adjusted EBITDA margin by 50bp in the third quarter and had no impact in the nine-month period.

Corporate costs



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

(millions of U.S. dollars)	2022		2021		2022		2021
Corporate costs		78		87		209		213

Corporate costs decreased in both the three and nine-month periods. We incurred Change Program expenses of $47 million (2021 — $53 million) and $111 million (2021 — $105 million) in the third quarter and nine-month period of 2022, respectively.

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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.

Our capital strategy approach has provided us with a strong capital structure and liquidity position. At September 30, 2022, we had $459 million of cash on hand, and none of our debt securities are scheduled to mature until the fourth quarter of 2023. Our disciplined approach and cash generative business model have allowed us to weather economic volatility in recent years caused by the COVID-19 pandemic and other 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 in February 2022, our operations in the region 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 target a maximum leverage ratio of 2.5x net debt to adjusted EBITDA and have set a target to pay out 50% to 60% of our expected free cash flow as dividends to our shareholders. As of September 30, 2022, we repurchased $698 million of our common shares under our plan to repurchase up to $2.0 billion of our common shares announced in June 2022 (see the “Share Repurchases – Normal Course Issuer Bid (NCIB)” section below). We plan to complete our $2.0 billion share repurchase program early in the second quarter of 2023. In the future, we expect that proceeds from sales of LSEG shares after the expiration of the applicable contractual lock-up provisions will provide us with further options for investment and returns to shareholders.

Our net debt to adjusted EBITDA leverage ratio as of September 30, 2022 was approximately 1.8:1, which is lower than our target of 2.5:1. As calculated under our credit facility covenant, our net debt to adjusted EBITDA leverage ratio at September 30, 2022 was 1.7:1, which is well below the maximum leverage ratio allowed under the credit facility of 4.5:1.

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.

Cash flow

Summary of consolidated statement of cash flow



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

(millions of U.S. dollars)	2022		2021		$ Change		2022		2021		$ Change
Net cash provided by operating activities		531		534		(3)		1,239		1,376		(137)
Net cash used in investing activities		(93)		(545)		452		(526)		(205)		(321)
Net cash used in financing activities		(436)		(817)		381		(1,024)		(1,444)		420
Translation adjustments		(4)		(3)		(1)		(8)		(3)		(5)
Decrease in cash and cash equivalents		(2)		(831)		829		(319)		(276)		(43)
Cash and cash equivalents at beginning of period		461		2,342		(1,881)		778		1,787		(1,009)
Cash and cash equivalents at end of period		459		1,511		(1,052)		459		1,511		(1,052)
Non-IFRS Financial Measure⁽¹⁾
Free cash flow		386		383		3		814		1,001		(187)

(1)	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 measure.

Operating activities. Net cash provided by operating activities decreased in both periods as unfavorable movements in working capital, which included higher payments associated with our Change Program, essentially offset the cash benefits from higher operating profit. The decrease in the nine-month period also reflected higher annual incentive plan bonus payments.

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Investing activities. In 2022, net cash used in investing activities included $152 million and $460 million of capital expenditures and $19 million and $190 million of acquisition spending in the third quarter and nine-month period, respectively. These outflows were partly offset by $49 million and $111 million of dividends from YPL in the third quarter and nine-month period, respectively, a portion of which was related to YPL’s participation in LSEG’s share buyback program. Both periods also included the proceeds from the sale of certain non-core businesses. In the nine-month period, acquisition spending primarily included the April 2022 acquisition of ThoughtTrace, a business that uses artificial intelligence and machine learning to read, organize and manage document workflows.

In the third quarter of 2021, net cash used in investing activities included $218 million of taxes paid related to the sale of Refinitiv and the subsequent sale of LSEG shares. The discontinued operations portion of investing activities included $210 million of tax assessments related to our former Financial & Risk business (see the “Contingencies – Uncertain Tax Position” sections of this management’s discussion and analysis). Capital expenditures were $131 million.

In the nine-month period of 2021, net cash used in investing activities included $662 million of taxes paid related to the sale of Refinitiv and the subsequent sale of LSEG shares. The discontinued operations portion of investing activities included $252 million of tax assessments related to our former Financial & Risk business. Capital expenditures were $364 million. These outflows were partly offset by $1,045 million of dividends received from LSEG, which included $994 million in connection with the sale of 10.1 million LSEG shares.

Financing activities. Net cash used in financing activities in both periods of 2022 included borrowings under our commercial paper program, as well as dividends paid to our common shareholders and share repurchases totaling $712 million and $1,325 million in the third quarter and nine-month period, respectively. In 2021, net cash used in financing activities included dividends paid to our common shareholders and share repurchases totaling $797 million and $1,385 million in the third quarter and nine-month period, respectively. Refer to the “Commercial paper program”, ”Dividends” and “Share repurchases” subsections below for additional information.

Cash and cash equivalents. Cash and cash equivalents as of September 30, 2022 were lower compared to the beginning of the year as cash generated from operating activities and proceeds from our commercial paper borrowings were more than offset by acquisitions, capital expenditures, share repurchases and dividends to common shareholders. The September 30, 2021 balance included a portion of the $994 million of cash received from a YPL dividend following the sale of 10.1 million LSEG shares.

Free cash flow. Free cash flow, which included normal course dividends from our LSEG investment, increased slightly in the third quarter. Free cash flow decreased in the nine-month period due to lower cash flows from operating activities and higher capital expenditures, primarily associated with the Change Program.

Additional information about our debt and credit arrangements, dividends and share repurchases is as follows:

^●

Commercial paper program. Our $1.8 billion commercial paper program provides cost-effective and flexible short-term funding. We had $370 million of outstanding commercial paper at September 30, 2022. Issuances of commercial paper reached a peak of $400 million during the third quarter of 2022.

^●

Credit facility. We have a $1.8 billion syndicated credit facility agreement which matures in December 2024 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 at September 30, 2022. Based on our current credit ratings, the cost of borrowing under the facility is priced at LIBOR/EURIBOR plus 112.5 basis points. We have the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $2.4 billion. If our debt rating is downgraded by Moody’s or S&P, our facility fees and borrowing costs may increase, although availability would be unaffected. Conversely, an upgrade in our ratings may reduce our facility fees and borrowing costs. We also monitor the lenders that are party to our facility and believe they continue to be able to lend to us.

The U.K. Financial Conduct Authority, which regulates LIBOR, phased out the majority of LIBOR rates globally at the end of 2021. We have no material agreements with third parties that use or reference LIBOR, except for the LIBOR-based benchmarks in our external credit facility, for which adequate LIBOR benchmarks will remain in effect until June 2023.

We guarantee borrowings by our subsidiaries under the credit facility. We 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 we complete an acquisition with a purchase price of over $500 million, the ratio of net debt to EBITDA would temporarily increase to 5.0:1 for three quarters after completion, at which time the ratio would revert to 4.5:1. As of September 30, 2022, we were in compliance with this covenant as our ratio of net debt to EBITDA, as calculated under the terms of our syndicated credit facility, was 1.7:1.

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^●

Long-term debt. We did not issue notes or make any debt repayments in the nine months ended September 30, 2022. In June 2022, we filed a new base shelf prospectus pursuant to which 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. 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 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 Finance LLC debt securities. Neither Thomson Reuters Corporation nor TR Finance LLC has issued any debt securities under the prospectus. Please refer to Appendix D of this management’s discussion and analysis for condensed consolidating financial information of the Company, including TR Finance LLC and the subsidiary guarantors.

^●

Credit ratings. Our access to financing depends on, among other things, suitable market 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 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 securities as of the date of this management’s discussion and analysis:


	Moody’s	S&P Global Ratings	DBRS Limited	Fitch
Long-term debt	Baa2	BBB	BBB (high)	BBB+
Commercial paper	P-2	A-2	R-2 (high)	F1
Trend/Outlook	Positive	Stable	Stable	Stable

These credit ratings are not recommendations to purchase, hold, or sell securities and do not 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 assure you that our credit ratings will not be lowered in the future or that rating agencies will not issue adverse commentaries regarding our securities.

^●

Dividends. Dividends on our common shares are declared in U.S. dollars. In February 2022, we announced a 10% or $0.16 per share increase in the annualized dividend rate to $1.78 per common share (beginning with the common share dividend we paid in March 2022). In our consolidated statement of cash flow, dividends paid on common shares 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 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 September 30,				Nine months ended September 30,
(millions of U.S. dollars, except per share amounts)	2022		2021		2022		2021
Dividends declared per share	$	0.445	$	0.405	$	1.335	$	1.215
Dividends declared		215		200		648		600
Dividends reinvested		(7)		(6)		(21)		(18)
Dividends paid		208		194		627		582

^●

Share repurchases – Normal Course Issuer Bid (NCIB). We buy back shares (and subsequently cancel them) from time to time as part of our capital strategy. In June 2022, we announced that we plan to repurchase up to $2.0 billion of our common shares. Share repurchases are typically executed under a NCIB. Under the current NCIB, we may repurchase up to 24 million common shares between June 13, 2022 and June 12, 2023 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 if we receive an issuer bid exemption order in the future from applicable securities regulatory authorities in Canada for such purchases.

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Details of share repurchases were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Share repurchases (millions of U.S. dollars)		504		603		698		803
Shares repurchased (number in millions)		4.6		5.2		6.5		7.7
Share repurchases – average price per share in U.S. dollars	$	109.98	$	116.15	$	106.92	$	105.01

Decisions regarding any future repurchases will depend on certain factors, such as market conditions, 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 ourselves or our securities, we may enter into an automatic share purchase 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 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 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended.

Financial position

Our total assets were $21.2 billion at September 30, 2022, compared to $22.1 billion at December 31, 2021. The decrease was driven by lower cash and cash equivalents and foreign currency impacts from the strengthening of the U.S. dollar.

At September 30, 2022, our current liabilities exceeded our current assets primarily because current liabilities include a significant amount of deferred revenue, which arises from the sale of subscription-based products and services that many customers pay for in advance. The cash received from these advance payments is used to currently fund the operating, investing and financing activities of our business. However, for accounting purposes, these advance payments must be deferred and recognized over the term of the subscription. As such, we typically reflect a negative working capital position in our consolidated statement of financial position. In the ordinary course of business, deferred revenue does not represent a cash obligation, but rather an obligation to perform services or deliver products, and therefore when we are in that situation, we do not believe it is indicative of a liquidity issue, but rather an outcome of the required accounting for our business model.

Net debt and leverage ratio of net debt to adjusted EBITDA



	September 30,		December 31,

(millions of U.S. dollars)	2022		2021
Current indebtedness		370		–
Long-term indebtedness		3,700		3,786
Total debt		4,070		3,786
Swaps		(31)		(99)
Total debt after swaps		4,039		3,687
Remove fair value adjustments for hedges⁽¹⁾		11		(10)
Total debt after currency hedging arrangements		4,050		3,677
Remove transaction costs, premiums or discounts included in the carrying value of debt		29		33
Add: Lease liabilities (current and non-current)		226		261
Less: cash and cash equivalents⁽²⁾		(459)		(778)
Net debt⁽³⁾		3,846		3,193
Leverage ratio of net debt to adjusted EBITDA
Adjusted EBITDA⁽³⁾		2,148		1,970
Net debt / adjusted EBITDA⁽³⁾		1.8:1		1.6:1

(1)	Represents the interest-related fair value component of hedging instruments that are removed to reflect net cash outflow upon maturity.

(2)

Includes cash and cash equivalents of $85 million and $70 million at September 30, 2022 and December 31, 2021, respectively, 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 our company.

(3)

Represent non-IFRS financial measures. For 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 of our non-IFRS financial measures and reconciliations to the most comparable IFRS measure.

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At September 30, 2022, our total debt position (after swaps) was $4.0 billion. The maturity dates for our term debt are well balanced with no significant concentration in any one year. At September 30, 2022, the average maturity of our term debt was approximately eight years at an average interest rate (after swaps) of slightly over 4%, all of which is fixed. Our leverage ratio of net debt to adjusted EBITDA was below our target ratio of 2.5:1. The increase in our net debt is primarily due to the increase in current indebtedness, which includes our commercial paper borrowings, and a decrease in our cash and cash equivalents (refer to the “Cash Flow” section of this management’s discussion and analysis for additional information).

Off-balance sheet arrangements, commitments and contractual obligations

See the “Contingencies” section of this management’s discussion and analysis below for information on guarantees and other credit support provided by our company to 3 Times Square Associates LLC (3XSQ Associates) in connection with a loan facility 3XSQ Associates obtained in the second quarter of 2022. For a summary of our other off-balance sheet arrangements, commitments and contractual obligations, please see our 2021 annual management’s discussion and analysis. There were no other material changes to these arrangements, commitments and contractual obligations during the nine months ended September 30, 2022.

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, defamation claims and intellectual property infringement claims. The outcome of all of the matters against us is subject to future resolution, including the uncertainties of litigation. 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.

As a result, we maintain provisions for uncertain tax positions that we believe appropriately reflect our risk. These provisions are made using our best estimate 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 2022, we paid $379 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. In February 2022, HMRC issued DPT notices aggregating $74 million, which we paid in March 2022. These assessments collectively related to the 2015, 2016, 2017 and 2018 taxation years of certain of our current and former U.K. affiliates. In May 2022, HMRC issued additional DPT notices aggregating $9 million related to the 2016 tax year, which we paid.

HMRC continues to have the statutory authority to amend the above assessments for the 2017 and 2018 taxation years by issuing DPT supplementary notices for each year. Based on recent discussions with HMRC, management believes that HMRC may issue supplementary notices for these years within the next six months that would be almost entirely related to businesses we have sold, which are subject to indemnity arrangements. If that occurs, we will be required to pay additional taxes to HMRC shortly thereafter that could be as much as $350 million in aggregate (largely related to the 2018 taxation year).

As we do not believe these current and former U.K. affiliates fall within the scope of the DPT regime, we will continue contesting these assessments (including any amended by HMRC) through all available administrative and judicial remedies and intend to vigorously defend our position. Payments made by us are not a reflection of our view on the merits of the case. As the assessments largely relate to businesses that we have sold, the majority are subject to indemnity arrangements under which we have been or will be required to pay additional taxes to HMRC or the indemnity counterparty.

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Because we believe that our position is supported by the weight of law, we do not believe that the resolution of this matter will have a material adverse effect on our financial condition taken as a whole. As we expect to receive refunds of substantially all of the aggregate of amounts paid and potential future payments 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 on our financial statements. We expect that our existing sources of liquidity (as discussed earlier in this section) will be sufficient to fund any required additional payments if HMRC issues further notices.

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 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 $1.8 billion syndicated credit facility or the related covenant calculation.

For additional information, please see the “Risk Factors” section of our 2021 annual report, 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 “Additional Information – Cautionary Note Concerning Factors That May Affect Future Results”.

On November 1, 2022, we announced we are maintaining our outlook for the full year 2022 and 2023, as updated in August 2022. Our outlook incorporates the forecasted impacts associated with our Change Program, assumes constant currency rates relative to 2021 and does not factor in the impact of any acquisitions or divestitures that may occur in future periods. We believe this type of guidance provides useful insight into the anticipated performance of our business.

Relative to our 2022 outlook, we believe:

^●

organic revenue growth is trending slightly above approximately 6%;

^●

adjusted EBITDA margin is trending slightly below 35%, as we invest in our business and absorb heightened inflationary pressures;

^●

accrued capital expenditures as a percentage of revenues is trending toward the upper end of the 7.5% — 8.0% range; and

^●

the effective tax rate is trending toward the lower end of the 19% — 21% target range.

Relative to our 2023 outlook, we believe:

^●

adjusted EBITDA margin is trending toward the lower end of the 39% — 40% range reflecting the inflationary environment and investments we are making to grow our businesses;

^●

accrued capital expenditures as a percentage of revenues is trending toward the upper end of 6.0% - 6.5% range; and

^●

our 2023 effective tax rate will be approximately consistent with 2022.

We are maintaining our previously announced outlooks on the basis of information and assumptions that we believe are reasonable. We intend to revisit our 2023 outlook in the first quarter of 2023 and provide an update in connection with our fourth-quarter and full-year 2022 earnings release in early February 2023, after we complete our annual planning process, assess our fourth quarter 2022 recurring net sales, and evaluate the impact of other macro-economic factors including inflation.

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The Change Program is expected to be largely complete by the end of 2022 and is projected to require an investment of $600 million. We invested $295 million in 2021 and plan to invest approximately $305 million in 2022. We expect to expense approximately 60% of the investments and to capitalize approximately 40% of the investments, which will be amortized over future periods. By 2023, we believe the financial benefits that will result from these initiatives include:

^●

Organic revenue growth of 5.5% — 6.0% including additional annual revenues of $100 million;

^●

Adjusted EBITDA margin of 39% — 40%;

^●

Free cash flow of $1.9 billion — $2.0 billion;

^●

Annual operating expense savings of $600 million, of which $200 million is expected to be reinvested in growth initiatives; and

^●

Accrued capital expenditures as a percentage of revenues between 6.0% — 6.5%.

Our full-year 2022 business outlook was originally communicated in February 2022. In both May and August of 2022, we updated our full-year 2022 revenue growth outlook while all other measures in our 2022 outlook remained unchanged. On November 1, 2022, we maintained our full-year outlook, as updated in August. The following table summarizes the changes in our 2022 full-year revenue growth outlook that occurred during 2022.

Thomson Reuters 2022 Full-Year Revenue Growth Outlook

Total Thomson Reuters

February 2022

May 2022

August 2022

Revenue growth

Approximately 5.0%

Approximately 5.5%

Approximately 6.0%

Organic revenue growth⁽¹⁾

Approximately 5.0%

Approximately 5.5%

Approximately 6.0%

“Big 3” Segments⁽¹⁾

February 2022

May 2022

August 2022

Revenue Growth

6.0% - 6.5%

Approximately 6.5%

Approximately 7.0%

Organic revenue growth

6.0% - 6.5%

Approximately 6.5%

Approximately 7.0%

Our 2022 outlook (as updated in August 2022) along with our 2021 actual results are presented in the table below, which includes non-IFRS financial measures.

Total Thomson Reuters

2021 Actual

2022 Outlook

2023 Outlook

Revenue growth

6.1%

Approximately 6.0%

5.5% - 6.0%

Organic revenue growth⁽¹⁾

5.2%

Approximately 6.0%

5.5% - 6.0%

Adjusted EBITDA margin⁽¹⁾

31.0%

Approximately 35%

39% - 40%

Corporate costs

$325 million

$280 million - $330 million

$110 million - $120 million

Core corporate costs

$142 million

$120 million - $130 million

$110 million - $120 million

Change Program operating expenses

$183 million

$160 million - $200 million

Free cash flow⁽¹⁾

$1.3 billion

Approximately $1.3 billion

$1.9 billion - $2.0 billion

Accrued capital expenditures as a percentage of revenues⁽¹⁾

8.5%

7.5% - 8.0%

6.0% - 6.5%

Change Program accrued capital expenditures

$112 million

$100 million - $140 million

Depreciation and amortization of computer software

$651 million

$620 million - $645 million

$580 million - $605 million

Interest expense

$196 million

$190 million - $210 million

Effective tax rate on adjusted earnings⁽¹⁾

13.9%

19% - 21%

n/a

“Big 3” Segments⁽¹⁾

2021 Actual

2022 Outlook

2023 Outlook

Revenue growth

6.9%

Approximately 7.0%

6.5% - 7.0%

Organic revenue growth

6.2%

Approximately 7.0%

6.5% - 7.0%

Adjusted EBITDA margin

38.8%

Approximately 42%

44% - 45%

(1)	Non-IFRS financial measures. 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.

We expect fourth-quarter 2022 revenue growth and adjusted EBITDA margin to be approximately in line with our full-year 2022 outlook.

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The following table summarizes our material assumptions and material 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.

^● Continued need for trusted products and services that help customers navigate evolving and complex legal, tax, accounting, regulatory, geopolitical and commercial changes, developments and environments, and for cloud-based digital tools that drive productivity

^● Continued ability to deliver innovative products that meet evolving customer demands

^● Acquisition of new customers through expanded and improved digital platforms, simplification of the product portfolio and through other sales initiatives

^● Improvement in customer retention through commercial simplification efforts and customer service improvements

^● Global economic uncertainty due to the Russia-Ukraine conflict and related government sanctions, the ongoing COVID-19 pandemic, regulatory reform as well as changes in the political environment or other events may exacerbate global inflation, supply chain issues and macroeconomic factors, creating unprecedented economic conditions that may last substantially longer than expected. These conditions could lead to limited business opportunities for our customers, creating significant cost pressures for some of them and potentially constraining the number of professionals employed, which could lead to lower demand for our products and services

^● Business disruptions associated with the COVID-19 pandemic, including government enforced quarantines and stay-at-home orders, may continue longer than we expect or may be more restrictive in the event of future outbreaks and resurgences of the virus, delaying the anticipated recovery of the global economy

^● Demand for our products and services could be reduced by changes in customer buying patterns, or our inability to execute on key product design or customer support initiatives

^● Competitive pricing actions and product innovation could impact our revenues

^● Our sales, commercial simplification and product design initiatives may be insufficient to retain customers or generate new sales

Adjusted EBITDA margin

Material assumptions

Material risks

^● Our ability to achieve revenue growth targets

^● Business mix continues to shift to higher-growth product offerings

^● Change Program expenses of $160 million to $200 million in 2022

^● Change Program investments drive higher adjusted EBITDA margin through higher revenues and efficiencies by 2023

^● Same as the risks above related to the revenue outlook

^● The costs to execute our Change Program may be higher than current expectations, or the expected benefits by 2023 may be lower than current expectations

^● 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

^● Accrued capital expenditures expected to be between 7.5% and 8.0% of revenues in 2022 and between 6.0% and 6.5% of revenues in 2023

^● Same as the risks above related to the revenue and adjusted EBITDA margin outlook

^● A weaker macroeconomic environment could negatively impact working capital performance, including the ability of our customers to pay us

^● Accrued capital expenditures may be higher than currently expected

^● 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

^● The mix of taxing jurisdictions where we recognized pre-tax profit or losses in 2021 does not significantly change

^● Minimal changes in tax laws and treaties within the jurisdictions where we operate

^● No significant gains that will prevent the imposition of certain minimum taxes

^● No significant benefits from the finalization of prior tax years

^● Depreciation and amortization of computer software between $620 million and $645 million in 2022

^● Interest expense between $190 million and $210 million in 2022

^● Same as the risks above related to adjusted EBITDA

^● A material change in the geographical mix of our pre-tax profits and losses

^● A material change in current tax laws or treaties to which we are subject, and did not expect

^● Depreciation and amortization of computer software as well as interest expense may be significantly higher or lower than expected

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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 November 1, 2022, our principal shareholder, Woodbridge, beneficially owned approximately 68% of our common shares.

Transactions with 3XSQ Associates

We follow the equity method of accounting for our investment in 3XSQ Associates. In the nine months ended September 30, 2022, we contributed $10 million in cash pursuant to capital calls and made a $15 million in-kind contribution representing the fair value of guarantees provided in connection with a $415 million loan facility obtained by 3XSQ Associates (see the “Liquidity and Capital Resources – Contingencies ” section of this management’s discussion and analysis for additional information). We also paid approximately $5 million of rent to 3XSQ Associates for office space in the building.

Transactions with YPL

In the nine months ended September 30, 2022, we received dividends from YPL of $87 million reflecting our portion of dividends related to our LSEG investment and $24 million in connection with YPL’s participation in LSEG’s share buyback program (see the “Results of Operations – Share of post-tax (losses) earnings in equity method investments” section of this management’s discussion and analysis for additional information). In October 2022, we received an additional $9 million in connection with YPL’s participation in LSEG’s share buyback program.

Except for the above transactions, there were no new significant related party transactions during the first nine months of 2022. Refer to the “Related Party Transactions” section of our 2021 annual management’s discussion and analysis, which is contained in our 2021 annual report, as well as note 31 of our 2021 annual consolidated financial statements for information regarding related party transactions.

Subsequent Events

There were no material events occurring after September 30, 2022 through the date of this management’s discussion and analysis.

Changes in Accounting Policies

Please refer to the “Changes in Accounting Policies” section of our 2021 annual management’s discussion and analysis, which is contained in our 2021 annual report, for information regarding changes in accounting policies. Since the date of our 2021 annual management’s discussion and analysis, there have not been any significant changes to our accounting policies.

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 2021 annual management’s discussion and analysis, which is contained in our 2021 annual report, for additional information. Since the date of our 2021 annual management’s discussion and analysis, there have not been any significant changes to our critical accounting estimates and judgments.

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Additional Information

Basis of presentation

Revision to segment results

In the first quarter of 2022, we made two changes to our segment reporting to reflect how we currently manage our businesses. The changes (i) reflect the transfer of certain revenues from our Corporates business to our Tax & Accounting Professionals business where they are better aligned; and (ii) record intercompany revenue in Reuters News for content-related services that it provides to Legal Professionals, Corporates and Tax & Accounting Professionals. Previously, these services had been reported as a transfer of expense from Reuters News to these businesses. These changes impact the financial results of our segments, but do not change our consolidated financial results. The table below summarizes the changes for the three and nine months ended September 30, 2021.



	Three months ended September 30, 2021						Nine months ended September 30, 2021

(millions of U.S. dollars)	As Reported		Adjustments		As Revised		As Reported		Adjustments		As Revised

Revenues

Legal Professionals		682		-		682		2,023		-		2,023

Corporates		356		(2)		354		1,088		(6)		1,082

Tax & Accounting Professionals		175		2		177		597		6		603

“Big 3” Segments Combined⁽¹⁾		1,213		-		1,213		3,708		-		3,708

Reuters News		164		5		169		492		15		507

Global Print		149		-		149		439		-		439

Eliminations/Rounding		-		(5)		(5)		(1)		(15)		(16)

Revenues		1,526		-		1,526		4,638		-		4,638

Adjusted EBITDA

Legal Professionals		288		-		288		852		-		852

Corporates		131		(1)		130		407		(4)		403

Tax & Accounting Professionals		49		1		50		219		4		223

“Big 3” Segments Combined⁽¹⁾		468		-		468		1,478		-		1,478

Reuters News		25		-		25		88		-		88

Global Print		52		-		52		165		-		165

Corporate costs		(87)		-		(87)		(213)		-		(213)

Adjusted EBITDA⁽¹⁾		458		-		458		1,518		-		1,518

(1)	Non-IFRS financial measures. 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.

Disclosure controls and procedures

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

Internal control 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 third quarter of 2022 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Share capital

As of November 1, 2022, we had outstanding 479,394,746 common shares, 6,000,000 Series II preference shares, 2,105,961 stock options and a total of 2,276,182 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 2021 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 www.sedar.com and in the United States with the Securities and Exchange Commission (SEC) at www.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, our quarterly and two-year business outlook, our expectations related to the Change Program, statements regarding the Company’s intention to target a dividend payout ratio of between 50% to 60% of its free cash flow, statements regarding the expected future growth of our customer segments or businesses, the Company’s expectations regarding the impact of changes in Canadian tax legislation, the Company’s expectations regarding share repurchases, and expectations regarding the receipt and amount of supplementary DPT notices from the HMRC. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While we believe that we have a reasonable basis for making forward-looking 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-looking statement 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 and assumptions are beyond our company’s control and the effects of them can be difficult to predict. In particular, during the last quarter, the global economy has experienced substantial disruption due to concerns regarding economic effects associated with the macroeconomic backdrop and ongoing geopolitical risks. Any worsening of the global economic or business environment could impact the Company’s ability to achieve its outlook and affect its results and other expectations.

Certain factors that could 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 2021 annual report and in materials 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 global geopolitical, business and economic environments. There is no assurance that any forward-looking statement will materialize.

The Company’s two-year 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, current conditions and expected future developments (including those related to the Russia- Ukraine conflict, the ongoing COVID-19 pandemic), 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 to place 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 or revise any forward-looking statements.

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Appendix A

Non-IFRS Financial Measures

We use non-IFRS financial measures, which include ratios that incorporate one or more non-IFRS financial measures, as supplemental indicators of our operating performance and financial position as well as for internal planning purposes, our management incentive programs and our business outlook. These measures do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies.

As of December 31, 2021, we changed the basis of capital expenditures used in certain of our non-IFRS financial measures. Historically, we used capital expenditures paid from our consolidated statement of cash flow, as measured under IFRS. However, as we manage capital expenditures on an accrual basis, which includes capital expenditures that remain unpaid at the reporting date, we believe it is more appropriate to use accrued capital expenditures in these measures. The change results in a new non-IFRS financial measure called “Accrued capital expenditures as a percentage of revenues”. We have revised the amounts for the third quarter of 2021 in our management’s discussion & analysis.

As of September 30, 2022, we amended our definition for adjusted EBITDA and adjusted earnings to exclude the impact from having to fair value acquired deferred revenue. Under IFRS rules, when a business is acquired, a purchaser cannot recognize in its post-acquisition income statement the full amount of deferred revenue originally recorded by the seller. This requirement creates distortions in comparability from period to period. We believe that these changes to our metrics will eliminate these distortions. Prior period amounts were not revised as the impact was negligible.

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 and the “Liquidity and Capital Resources” section of this management’s discussion and analysis.



How We Define It	Why We Use It and Why It Is Useful to Investors	Most Directly Comparable IFRS Measure

Adjusted EBITDA and the related margin
Represents earnings or losses from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of software and other identifiable intangible assets, our share of post-tax earnings or losses in equity method investments, other operating gains and losses, certain asset impairment charges and fair value adjustments, including those related to acquired deferred revenue. The related margin is adjusted EBITDA expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue.	Provides a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose. 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 service debt.	Earnings (loss) from continuing operations

Adjusted EBITDA less accrued capital expenditures and the related margin
Represents adjusted EBITDA less accrued capital expenditures, where accrued capital expenditures include amounts that remain unpaid at the reporting date. The related margin is adjusted EBITDA less accrued capital expenditures expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue.	Provides a basis for evaluating the operating profitability and capital intensity of a business in a single measure. This measure captures investments regardless of whether they are expensed or capitalized, and reflects the basis on which management measures capital spending.	Earnings (loss) from continuing operations

Accrued capital expenditures as a percentage of revenues
Accrued capital expenditures expressed as a percentage of revenues. For purposes of this calculation, revenues are before fair value adjustments to acquired deferred revenue.	Reflects the basis on how we manage capital expenditures for internal budgeting purposes.	Capital expenditures

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How We Define It	Why We Use It and Why It Is Useful to Investors	Most Directly Comparable IFRS Measure

Adjusted earnings and adjusted EPS
Net earnings or loss including dividends declared on preference shares but excluding the post-tax impacts of fair value adjustments, including those related to acquired deferred revenue, amortization of other identifiable intangible assets, other operating gains and losses, certain asset impairment charges, other finance costs or income, our share of post-tax earnings or losses in equity method investments, discontinued operations and other items affecting comparability. The post-tax 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 basis to analyze earnings. These measures are commonly used by shareholders to measure performance.	Net earnings (loss) and diluted earnings (loss) per share
Adjusted EPS is calculated from adjusted earnings 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. 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) benefit

In interim periods, we also make an adjustment 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 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.

Net debt and leverage ratio of net debt to adjusted EBITDA
Net debt: Total indebtedness (excluding the associated unamortized transaction costs and premiums or discount) plus the currency related fair value of associated hedging instruments, and lease liabilities less cash and cash equivalents.	Provides a commonly used measure of a company’s leverage. Given that we hedge some of our debt to reduce risk, we 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 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 indebtedness)

Net debt to adjusted EBITDA: Net debt is divided by adjusted EBITDA for the previous twelve-month period ending with the current fiscal quarter.	Provides a commonly used measure of a company’s ability to pay 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 our contractual covenants in our credit facility.	For adjusted EBITDA, refer to the definition above for the most directly comparable IFRS measure

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How We Define It	Why We Use It and Why It Is Useful to Investors	Most Directly Comparable IFRS Measure

Free cash flow
Net cash provided by operating activities, proceeds from disposals of property and equipment, and other investing activities, less capital expenditures, payments of lease principal and dividends paid on our preference shares.	Helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common dividends and fund share repurchases and acquisitions.	Net cash provided by operating activities

Changes before the impact of foreign currency or at “constant currency”
Applicable measures where changes are reported before the impact of foreign currency or at “constant currency” IFRS Measures: ^● Revenues ^● Operating expenses Non-IFRS Measures and ratios: ^● Adjusted EBITDA and adjusted EBITDA margin ^● Adjusted EPS Our reporting currency is the U.S. dollar. However, we conduct activities in currencies other than the U.S. dollar. We measure our performance before the impact of foreign currency (or at “constant currency”), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period. To calculate the foreign currency impact between periods, we convert the current 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 measure.

Changes in revenues computed on an “organic” basis
Represent changes in revenues of our existing businesses at constant currency. The metric excludes the distortive impacts of acquisitions and dispositions from not owning the business in both comparable periods. ^● 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 owned the business to the same prior-year period revenues for that business, when we did not own it. ^● For dispositions, we calculate organic growth as though we did not own the business in either period. We exclude revenues of the disposed business from the point of disposition, as well as revenues from the same prior-year period before the sale.	Provides further insight into 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 “Big 3” segments are non-IFRS financial measures.	The “Big 3” segments comprise approximately 80% of revenues and represent the core of our business information service product offerings.	Revenues Earnings (loss) from continuing operations

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Appendix B

This appendix provides reconciliations of certain non-IFRS financial measures to the most directly comparable IFRS measure that are not presented elsewhere in this management’s discussion and analysis for the three and nine months ended September 30, 2022 and 2021 and year ended December 31, 2021.

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



	Three months ended September 30,				Nine months ended September 30,				Year ended December 31,

(millions of U.S. dollars, except margins)	2022		2021		2022		2021		2021

Earnings (loss) from continuing operations		265		(241)		1,212		5,864		5,687

Adjustments to remove:

Tax expense (benefit)		8		(161)		156		1,722		1,607

Other finance income		(448)		(34)		(862)		(30)		(8)

Net interest expense		48		46		145		146		196

Amortization of other identifiable intangible assets		25		29		76		90		119

Amortization of computer software		119		119		354		356		474

Depreciation		34		40		110		128		177

EBITDA		51		(202)		1,191		8,276		8,252

Adjustments to remove:

Share of post-tax losses (earnings) in equity method investments		525		672		552		(6,717)		(6,240)

Other operating gains, net		(25)		(4)		(26)		(35)		(34)

Fair value adjustments⁽¹⁾		(16)		(8)		(21)		(6)		(8)

Adjusted EBITDA		535		458		1,696		1,518		1,970

Deduct: Accrued capital expenditures		(144)		(130)		(407)		(364)		(541)

Adjusted EBITDA less accrued capital expenditures		391		328		1,289		1,154		1,429

Adjusted EBITDA margin		34.0%		30.0%		34.9%		32.7%		31.0%

Adjusted EBITDA less accrued capital expenditures margin		24.8%		21.5%		26.5%		24.9%		22.5%

(1)	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, which are a component of operating expenses.

Reconciliation of capital expenditures to accrued capital expenditures

Three months ended September 30,

Nine months ended September 30,

Year ended
December 31,

(millions of U.S. dollars)

2022

2021

2022

2021

Capital expenditures

152

131

460

364

487

Remove: IFRS adjustment to cash basis

(8)

(1)

(53)

Accrued capital expenditures

144

130

407

364

541

Accrued capital expenditures as a percentage of revenues

n/a

n/a

n/a

n/a

8.5%

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Reconciliation of net earnings (loss) to adjusted earnings and adjusted EPS



	Three months ended September 30,				Nine months ended September 30,				Year ended December 31,

(millions of U.S. dollars, except per share amounts and share data)	2022		2021		2022		2021		2021

Net earnings (loss)		228		(240)		1,120		5,864		5,689

Adjustments to remove:

Fair value adjustments⁽¹⁾		(16)		(8)		(21)		(6)		(8)

Amortization of other identifiable intangible assets		25		29		76		90		119

Other operating gains, net		(25)		(4)		(26)		(35)		(34)

Other finance income		(448)		(34)		(862)		(30)		(8)

Share of post-tax losses (earnings) in equity method investments		525		672		552		(6,717)		(6,240)

Tax on above items⁽²⁾		(51)		(174)		-		1,616		1,475

Tax items impacting comparability⁽²⁾		-		(4)		(45)		(15)		(24)

Loss (earnings) from discontinued operations, net of tax		37		(1)		92		-		(2)

Interim period effective tax rate normalization⁽²⁾		-		(8)		3		(10)		-

Dividends declare on preference shares		(1)		(1)		(2)		(2)		(2)

Adjusted earnings		274		227		887		755		965

Adjusted EPS		$0.57		$0.46		$1.82		$1.52		n/a

Diluted weighted-average common shares (millions)⁽³⁾		483.9		495.9		486.3		496.6		n/a

Effective Tax Rate on Adjusted Earnings is computed as follows:



	Year ended December 31,

(millions of U.S. dollars, except percentages)	2021

Adjusted earnings		965

Plus: Dividends declared on preference shares		2

Plus: Tax expense on adjusted earnings		156

Pre-tax adjusted earnings		1,123

IFRS tax expense		1,607

Remove tax related to:

Amortization of other identifiable intangible assets		26

Share of post-tax earnings in equity method investments		(1,497)

Other operating gains, net		(9)

Other items		5

Subtotal – tax on pre-tax items removed from adjusted earnings		(1,475)

Remove: Tax items impacting comparability		24

Total – Remove all items impacting comparability		(1,451)

Tax expense on adjusted earnings		156

Effective tax rate on adjusted earnings		13.9%

(1)	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, which are a component of operating expenses.

(2)	For three and nine months ended September 30, 2022 and 2021, see the “Results of Operations—Tax expense (benefit)” section of this management’s discussion and analysis for additional information.

(3)	For the three months ended September 30, 2021, refer to “Reconciliation of weighted-average diluted shares used in adjusted EPS” in this appendix.

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



	Three months ended September 30,				Nine months ended September 30,				Year ended December 31,

(millions of U.S. dollars)	2022		2021		2022		2021		2021

Net cash provided by operating activities		531		534		1,239		1,376		1,773

Capital expenditures		(152)		(131)		(460)		(364)		(487)

Other investing activities		25		3		87		56		81

Payments of lease principal		(17)		(22)		(50)		(65)		(109)

Dividends paid on preference shares		(1)		(1)		(2)		(2)		(2)

Free cash flow		386		383		814		1,001		1,256


*Reconciliation of changes in revenues to changes in revenues excluding the effects of foreign currency (constant currency) as well as acquisitions/divestitures (organic basis)⁽¹⁾*

	Three months ended September 30,

					Change

(millions of U.S. dollars)	2022		2021		Total		Foreign Currency		Subtotal Constant Currency		Acquisitions/ Divestitures		Organic

Revenues

Legal Professionals		701		682		3%		(2%)		5%		-		6%

Corporates		373		354		5%		(2%)		7%		-		7%

Tax & Accounting Professionals		190		177		7%		(1%)		8%		(1%)		9%

“Big 3” Segments Combined		1,264		1,213		4%		(2%)		6%		-		6%

Reuters News		171		169		1%		(4%)		5%		-		5%

Global Print		146		149		(3%)		(2%)		-		-		-

Eliminations/Rounding		(7)		(5)

Total revenues		1,574		1,526		3%		(2%)		5%		-		6%

Recurring Revenues

Legal Professionals		658		634		4%		(2%)		6%		-		6%

Corporates		330		307		8%		(2%)		9%		-		9%

Tax & Accounting Professionals		158		149		6%		(2%)		8%		(1%)		9%

“Big 3” Segments Combined		1,146		1,090		5%		(2%)		7%		-		8%

Reuters News		152		148		2%		(4%)		6%		-		6%

Eliminations/Rounding		(7)		(5)

Total recurring revenues		1,291		1,233		5%		(2%)		7%		-		7%

Transactions Revenues

Legal Professionals		43		48		(10%)		-		(10%)		(3%)		(7%)

Corporates		43		47		(9%)		(2%)		(7%)		-		(7%)

Tax & Accounting Professionals		32		28		11%		(1%)		12%		-		12%

“Big 3” Segments Combined		118		123		(5%)		(1%)		(4%)		(1%)		(3%)

Reuters News		19		21		(10%)		(6%)		(4%)		-		(4%)

Total transactions revenues		137		144		(5%)		(2%)		(4%)		(1%)		(3%)

(1)	Growth percentages are computed using whole dollars. Accordingly, percentages calculated from reported amounts may differ from those presented, and components of growth may not total due to rounding.

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Reconciliation of changes in revenues to changes in revenues excluding the effects of foreign currency (constant currency) as well as acquisitions/divestitures (organic basis)⁽¹⁾



	Nine months ended September 30,

					Change

(millions of U.S. dollars)	2022		2021		Total		Foreign Currency		Subtotal Constant Currency		Acquisitions/ Divestitures		Organic

Revenues

Legal Professionals		2,099		2,023		4%		(1%)		5%		-		6%

Corporates		1,157		1,082		7%		(1%)		8%		-		8%

Tax & Accounting Professionals		660		603		9%		(1%)		10%		-		10%

“Big 3” Segments Combined		3,916		3,708		6%		(1%)		7%		-		7%

Reuters News		535		507		5%		(3%)		9%		-		9%

Global Print		430		439		(2%)		(2%)		(1%)		-		(1%)

Eliminations/Rounding		(19)		(16)

Total revenues		4,862		4,638		5%		(1%)		6%		-		6%

Recurring Revenues

Legal Professionals		1,967		1,881		5%		(1%)		6%		-		6%

Corporates		968		898		8%		(1%)		9%		-		9%

Tax & Accounting Professionals		507		463		9%		(1%)		10%		-		10%

“Big 3” Segments Combined		3,442		3,242		6%		(1%)		7%		-		8%

Reuters News		459		446		3%		(3%)		5%		-		5%

Eliminations/Rounding		(19)		(16)

Total recurring revenues		3,882		3,672		6%		(1%)		7%		-		7%

Transactions Revenues

Legal Professionals		132		142		(7%)		(1%)		(6%)		(2%)		(3%)

Corporates		189		184		3%		(1%)		4%		-		4%

Tax & Accounting Professionals		153		140		9%		-		9%		-		9%

“Big 3” Segments Combined		474		466		2%		(1%)		2%		(1%)		3%

Reuters News		76		61		26%		(6%)		31%		-		31%

Total transactions revenues		550		527		4%		(1%)		6%		(1%)		6%

Reconciliation of changes in revenues to changes in revenues excluding the effects of foreign currency (constant currency) as well as acquisitions/divestitures (organic basis)⁽¹⁾



	Year ended December 31,

					Change

(millions of U.S. dollars)	2021⁽²⁾		2020⁽²⁾		Total		Foreign Currency		Subtotal Constant Currency		Acquisitions/ Divestitures		Organic

Revenues

Legal Professionals		2,712		2,535		7%		1%		6%		-		6%

Corporates		1,440		1,361		6%		1%		5%		-		5%

Tax & Accounting Professionals		915		842		9%		-		9%		-		9%

“Big 3” Segments Combined		5,067		4,738		7%		1%		6%		-		6%

Reuters News		694		645		8%		1%		7%		-		7%

Global Print		609		620		(2%)		1%		(3%)		-		(3%)

Eliminations/Rounding		(22)		(19)								-

Total revenues		6,348		5,984		6%		1%		5%		-		5%

(1)	Growth percentages are computed using whole dollars. Accordingly, percentages calculated from reported amounts may differ from those presented, and components of growth may not total due to rounding.

(2)	Revised to reflect the changes made to our segment reporting in the first quarter of 2022.

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Reconciliation of changes in adjusted EBITDA and the related margin, and consolidating operating expenses and adjusted EPS, excluding the effects of foreign currency⁽¹⁾



	Three months ended September 30,

					Change

(millions of U.S. dollars, except margins and per share amounts)	2022		2021		Total		Foreign Currency		Constant Currency

Adjusted EBITDA

Legal Professionals		324		288		13%		(2%)		14%

Corporates		147		130		13%		-		13%

Tax & Accounting Professionals		59		50		17%		1%		15%

“Big 3” Segments Combined		530		468		13%		(1%)		14%

Reuters News		33		25		37%		15%		22%

Global Print		50		52		(4%)		(4%)		(1%)

Corporate costs		(78)		(87)		n/a		n/a		n/a

Adjusted EBITDA		535		458		17%		-		17%

Adjusted EBITDA margin

Legal Professionals		46.2%		42.3%		390bp		10bp		380bp

Corporates		39.2%		36.7%		250bp		70bp		180bp

Tax & Accounting Professionals		31.0%		28.5%		250bp		80bp		170bp

“Big 3” Segments Combined		41.9%		38.6%		330bp		40bp		290bp

Reuters News		19.7%		14.5%		520bp		290bp		230bp

Global Print		34.4%		35.0%		(60)bp		(50)bp		(10)bp

Adjusted EBITDA margin		34.0%		30.0%		400bp		90bp		310bp

Operating expenses		1,023		1,060		(4%)		(5%)		1%

Adjusted EPS		$0.57		$0.46		24%		-		24%

(1)	Growth percentages and adjusted EBITDA margins are computed using whole dollars. Accordingly, percentages and margins calculated from reported amounts may differ from those presented, and components of growth may not total due to rounding.

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Reconciliation of changes in adjusted EBITDA and the related margin, and consolidating operating expenses and adjusted EPS, excluding the effects of foreign currency⁽¹⁾



	Nine months ended September 30,

					Change

(millions of U.S. dollars, except margins and per share amounts)	2022		2021		Total		Foreign Currency		Constant Currency

Adjusted EBITDA

Legal Professionals		933		852		9%		(1%)		11%

Corporates		443		403		10%		-		10%

Tax & Accounting Professionals		262		223		18%		1%		17%

“Big 3” Segments Combined		1,638		1,478		11%		-		11%

Reuters News		114		88		31%		10%		21%

Global Print		153		165		(7%)		(2%)		(5%)

Corporate costs		(209)		(213)		n/a		n/a		n/a

Adjusted EBITDA		1,696		1,518		12%		-		11%

Adjusted EBITDA margin

Legal Professionals		44.5%		42.1%		240bp		20bp		220bp

Corporates		38.2%		37.2%		100bp		50bp		50bp

Tax & Accounting Professionals		39.7%		36.9%		280bp		50bp		230bp

“Big 3” Segments Combined		41.8%		39.9%		190bp		30bp		160bp

Reuters News		21.4%		17.3%		410bp		210bp		200bp

Global Print		35.6%		37.5%		(190)bp		-		(190)bp

Adjusted EBITDA margin		34.9%		32.7%		220bp		70bp		150bp

Operating expenses		3,145		3,114		1%		(3%)		4%

Adjusted EPS		$1.82		$1.52		20%		2%		18%



	Year ended December 31,

(millions of U.S. dollars, except margins)	2021⁽²⁾

Adjusted EBITDA

Legal Professionals		1,091

Corporates		496

Tax & Accounting Professionals		379

“Big 3” Segments Combined		1,966

Reuters News		103

Global Print		226

Corporate costs		(325)

Adjusted EBITDA		1,970

Adjusted EBITDA margin

Legal Professionals		40.2%

Corporates		34.4%

Tax & Accounting Professionals		41.3%

“Big 3” Segments Combined		38.8%

Reuters News		14.8%

Global Print		37.1%

Adjusted EBITDA margin		31.0%

(1)	Growth percentages and adjusted EBITDA margins are computed using whole dollars. Accordingly, percentages and margins calculated from reported amounts may differ from those presented, and components of growth may not total due to rounding.

(2)	Revised to reflect the changes made to our segment reporting in the first quarter of 2022.

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Reconciliation of weighted-average diluted shares used in adjusted EPS

Because we reported a net loss from continuing operations under IFRS for the three months ended September 30, 2021, the weighted-average number of common shares used for basic and diluted loss per share is the same for all per share calculations in the period, as the effect of stock options and other equity incentive awards would reduce the loss per share, and therefore be anti-dilutive. Since our non-IFRS measure “adjusted earnings” is a profit, potential common shares are included, as they lower adjusted EPS and are therefore dilutive.

The following table reconciles IFRS and non-IFRS common share information:



	Three months ended September 30,

(weighted-average common shares)	2021
IFRS: Basic and diluted		494,624,854
Effect of stock options and other equity incentive awards		1,275,150
Non-IFRS diluted		495,900,004

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Appendix C

Quarterly information (unaudited)

The following table presents a summary of our consolidated operating results for the eight most recent quarters.



	Quarters ended

(millions of U.S. dollars, except per share amounts)	September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021		December 31, 2020

Revenues		1,574		1,614		1,674		1,710		1,526		1,532		1,580		1,616

Operating profit		398		391		414		257		282		316		387		956

Earnings (loss) from continuing operations		265		(71)		1,018		(177)		(241)		1,072		5,033		587

(Loss) earnings from discontinued operations, net of tax		(37)		(44)		(11)		2		1		(4)		3		(25)

Net earnings (loss)		228		(115)		1,007		(175)		(240)		1,068		5,036		562

Earnings (loss) attributable to common shareholders		228		(115)		1,007		(175)		(240)		1,068		5,036		562



Basic earnings (loss) per share

From continuing operations		$0.55		$(0.15)		$2.09		$(0.36)		$(0.49)		$2.16		$10.15		$1.18

From discontinued operations		(0.08)		(0.09)		(0.02)		-		-		(0.01)		-		(0.05)

		$0.47		$(0.24)		$2.07		$(0.36)		$(0.49)		$2.15		$10.15		$1.13



Diluted earnings (loss) per share

From continuing operations		$0.55		$(0.15)		$2.09		$(0.36)		$(0.49)		$2.16		$10.13		$1.18

From discontinued operations		(0.08)		(0.09)		(0.03)		-		-		(0.01)		-		(0.05)

		$0.47		$(0.24)		$2.06		$(0.36)		$(0.49)		$2.15		$10.13		$1.13

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 the release of certain tax products, which tend to be concentrated in the fourth quarter and, to a lesser extent, in the first quarter of the year. The COVID-19 pandemic caused some of our revenue to shift from our traditional patterns. In 2020 and 2021, revenues were negatively impacted by delayed print shipments and quarterly revenues were impacted by deferrals of tax return filing revenues due to extended U.S. federal tax deadlines. As most of our business is conducted in U.S. dollars, foreign currency had a minimal impact on our revenues, except in the third quarter of 2022 when a significant strengthening in the U.S. dollar caused a moderate decrease our revenues. Acquisitions or divestitures of businesses did not significantly impact our revenues throughout the eight-quarter period.

Operating profit – Similarly, our operating profit does not tend to be significantly impacted by seasonality, as most of our operating expenses are fixed. As a result, when our revenues increase, we generally become more profitable, and when our revenues decline, we generally become less profitable. In the first three quarters of 2022 and throughout 2021, our operating profit was impacted by the timing of costs associated with our Change Program. In the fourth quarter of 2020, operating profit also benefited from a significant gain from the sale of an investment and a gain from an amendment to a pension plan.

Net earnings (loss) – Our net earnings (loss) have been significantly impacted by our investment in LSEG. Beginning with the first quarter of 2021, net earnings included a significant gain on the sale of Refinitiv to LSEG. The net loss in the third and fourth quarters of 2021, as well as the 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. The first quarter of 2022 and second quarter of 2021 reflected increases in the value of our LSEG investment.

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Appendix D

Guarantor Supplemental Financial Information

The following tables set forth consolidating summary financial information in connection with the full and unconditional guarantee by Thomson Reuters Corporation and three U.S. subsidiary guarantors, which are also indirect 100%-owned and consolidated subsidiaries of Thomson Reuters Corporation (referred to as the Guarantor Subsidiaries), of any debt securities issued by TR Finance LLC under a trust indenture to be entered into between Thomson Reuters Corporation, TR Finance LLC, the Guarantor Subsidiaries, Computershare Trust Company of Canada, and Deutsche Bank Trust Company Americas. TR Finance LLC is an indirect 100%-owned subsidiary of Thomson Reuters Corporation and was formed with the sole purpose of issuing debt securities. TR Finance LLC has no significant assets or liabilities, as well as no subsidiaries or ongoing business operations of its own. 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 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, Tax & Accounting Professionals and Corporates businesses;

^●

Thomson Reuters (Tax & Accounting) Inc., which operates part of the Company’s Tax & Accounting Professionals and Corporates businesses; and

^●

West Publishing Corporation, which operates part of the Company’s Legal Professionals, Corporates and Global Print businesses.

Thomson Reuters Corporation accounts for its investments in subsidiaries using the equity method for purposes of the condensed consolidating financial information. Where subsidiaries are members of a consolidated tax filing group, Thomson Reuters Corporation allocates income tax expense pursuant to the tax sharing agreement among the members of the group, including application of the percentage method whereby members of the consolidated group are reimbursed for losses when they occur, regardless of the ability to use such losses on a standalone basis. We believe that this allocation is a systematic, rational approach for allocation of income tax balances. Adjustments necessary to consolidate the Parent, Guarantor Subsidiaries and Non-Guarantor Subsidiaries are reflected in the “Eliminations” column.

This basis of presentation is not intended to present the financial position of Thomson Reuters Corporation and the results of its operations for any purpose other than to comply with the specific requirements for guarantor reporting and should be read in conjunction with our consolidated interim financial statements for the three and nine months ended September 30, 2022, our 2021 annual consolidated financial statements, as well as our 2021 annual management’s discussion and analysis included in our 2021 annual report.

The following condensed consolidating financial information is provided in compliance with the requirements of Section 13.4 of National Instrument 51-102 - Continuous Disclosure Obligations providing for an exemption for certain credit support issuers. Thomson Reuters Corporation has also elected to provide the following supplemental financial information in accordance with Article 13 of Regulation S-X, as adopted by the SEC and set forth in SEC Release No. 33-10762.

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The following condensed consolidating financial information has been prepared in accordance with IFRS, as issued by the IASB and is unaudited.

CONDENSED CONSOLIDATING INCOME STATEMENT

Three months ended September 30, 2022

(millions of U.S. dollars)

Parent

Subsidiary
Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

CONTINUING OPERATIONS

Revenues

504

1,213

(143)

1,574

Operating expenses

(5)

(371)

(790)

143

(1,023)

Depreciation

(12)

(22)

(34)

Amortization of computer software

(2)

(117)

(119)

Amortization of other identifiable intangible assets

(11)

(14)

(25)

Other operating gains, net

Operating (loss) profit

(5)

115

288

398

Finance (costs) income, net:

Net interest expense

(39)

(1)

(8)

(48)

Other finance (costs) income

(194)

(1)

643

448

Intercompany net interest income (expense)

(12)

(18)

(Loss) income before tax and equity method investments

(208)

101

905

798

Share of post-tax losses in equity method investments

(525)

Share of post-tax earnings (losses) in subsidiaries

436

(2)

(519)

Tax (expense) benefit

(16)

(8)

Earnings from continuing operations

228

473

(519)

265

Loss from discontinued operations, net of tax

(37)

Net earnings

228

436

(519)

228

Earnings attributable to common shareholders

228

436

(519)

228

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CONDENSED CONSOLIDATING INCOME STATEMENT



	Three months ended September 30, 2021

(millions of U.S. dollars)	Parent		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated

CONTINUING OPERATIONS

Revenues		-		-		1,043		805		(322)		1,526

Operating expenses		(3)		-		(903)		(476)		322		(1,060)

Depreciation		-		-		(13)		(27)		-		(40)

Amortization of computer software		-		-		(5)		(115)		1		(119)

Amortization of other identifiable intangible assets		-		-		(13)		(16)		-		(29)

Other operating gains, net		-		-		-		4		-		4

Operating (loss) profit		(3)		-		109		175		1		282

Finance (costs) income, net:

Net interest expense		(39)		-		-		(7)		-		(46)

Other finance (costs) income		(4)		-		-		38		-		34

Intercompany net interest income (expense)		27		-		(13)		(14)		-		-

(Loss) income before tax and equity method investments		(19)		-		96		192		1		270

Share of post-tax losses in equity method investments		-		-		-		(672)		-		(672)

Share of post-tax (losses) earnings in subsidiaries		(221)		-		3		90		128		-

Tax (expense) benefit		-		-		(6)		167		-		161

(Loss) earnings from continuing operations		(240)		-		93		(223)		129		(241)

Earnings from discontinued operations, net of tax		-		-		-		1		-		1

Net (loss) earnings		(240)		-		93		(222)		129		(240)

(Loss) earnings attributable to common shareholders		(240)		-		93		(222)		129		(240)

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CONDENSED CONSOLIDATING INCOME STATEMENT

Nine months ended September 30, 2022

(millions of U.S. dollars)

Parent

Subsidiary
Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

CONTINUING OPERATIONS

Revenues

1,604

3,756

(498)

4,862

Operating expenses

(9)

(1,191)

(2,443)

498

(3,145)

Depreciation

(36)

(74)

(110)

Amortization of computer software

(8)

(346)

(354)

Amortization of other identifiable intangible assets

(37)

(39)

(76)

Other operating gains, net

Operating (loss) profit

(9)

339

873

1,203

Finance (costs) income, net:

Net interest expense

(118)

(1)

(26)

(145)

Other finance (costs) income

(232)

1,094

862

Intercompany net interest income (expense)

(37)

(50)

(Loss) income before tax and equity method investments

(272)

301

1,891

1,920

Share of post-tax losses in equity method investments

(552)

Share of post-tax earnings in subsidiaries

1,392

230

(1,624)

Tax expense

(71)

(85)

(156)

Earnings from continuing operations

1,120

232

1,484

(1,624)

1,212

Loss from discontinued operations, net of tax

(92)

Net earnings

1,120

232

1,392

(1,624)

1,120

Earnings attributable to common shareholders

1,120

232

1,392

(1,624)

1,120

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CONDENSED CONSOLIDATING INCOME STATEMENT



	Nine months ended September 30, 2021

(millions of U.S. dollars)	Parent		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated

CONTINUING OPERATIONS

Revenues		-		-		3,184		2,542		(1,088)		4,638

Operating expenses		(8)		-		(2,757)		(1,437)		1,088		(3,114)

Depreciation		-		-		(46)		(82)		-		(128)

Amortization of computer software		-		-		(15)		(343)		2		(356)

Amortization of other identifiable intangible assets		-		-		(38)		(52)		-		(90)

Other operating (losses) gains, net		-		-		(1)		36		-		35

Operating (loss) profit		(8)		-		327		664		2		985

Finance (costs) income, net:

Net interest expense		(117)		-		(1)		(28)		-		(146)

Other finance (costs) income		(7)		-		-		37		-		30

Intercompany net interest income (expense)		84		-		(38)		(46)		-		-

(Loss) income before tax and equity method investments		(48)		-		288		627		2		869

Share of post-tax earnings in equity method investments		-		-		-		6,717		-		6,717

Share of post-tax earnings in subsidiaries		5,912		-		10		234		(6,156)		-

Tax expense		-		-		(54)		(1,668)		-		(1,722)

Earnings from continuing operations		5,864		-		244		5,910		(6,154)		5,864

Loss from discontinued operations, net of tax		-		-		-		-		-		-

Net earnings		5,864		-		244		5,910		(6,154)		5,864

Earnings attributable to common shareholders		5,864		-		244		5,910		(6,154)		5,864

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CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION



	September 30, 2022

(millions of U.S. dollars)	Parent		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated

Cash and cash equivalents		16		-		53		390		-		459

Trade and other receivables		-		-		475		474		-		949

Intercompany receivables		3,604		-		656		2,943		(7,203)		-

Other financial assets		-		-		6		369		-		375

Prepaid expenses and other current assets		-		-		232		197		-		429

Current assets excluding assets held for sale		3,620		-		1,422		4,373		(7,203)		2,212

Assets held for sale		-		-		33		96		-		129

Current assets		3,620		-		1,455		4,469		(7,203)		2,341

Property and equipment, net		-		-		168		246		-		414

Computer software, net		-		-		6		880		-		886

Other identifiable intangible assets, net		-		-		1,078		2,164		-		3,242

Goodwill		-		-		3,792		2,026		-		5,818

Equity method investments		-		-		-		6,098		-		6,098

Other financial assets		49		-		12		557		-		618

Other non-current assets		-		-		111		515		-		626

Intercompany receivables		99		-		16		778		(893)		-

Investments in subsidiaries		15,958		-		77		4,426		(20,461)		-

Deferred tax		-		-		-		1,119		-		1,119

Total assets		19,726		-		6,715		23,278		(28,557)		21,162

LIABILITIES AND EQUITY

Liabilities

Current indebtedness		370		-		-		-		-		370

Payables, accruals and provisions		72		-		397		525		-		994

Current tax liabilities		-		-		-		343		-		343

Deferred revenue		-		-		420		417		-		837

Intercompany payables		2,611		-		331		4,261		(7,203)		-

Other financial liabilities		693		-		21		44		-		758

Current liabilities excluding liabilities associated with assets held for sale		3,746		-		1,169		5,590		(7,203)		3,302

Liabilities associated with assets held for sale		-		-		35		83		-		118

Current liabilities		3,746		-		1,204		5,673		(7,203)		3,420

Long-term indebtedness		3,700		-		-		-		-		3,700

Provisions and other non-current liabilities		2		-		6		749		-		757

Other financial liabilities		-		-		53		163		-		216

Intercompany payables		-		-		778		115		(893)		-

Deferred tax		-		-		171		620		-		791

Total liabilities		7,448		-		2,212		7,320		(8,096)		8,884

Equity

Total equity		12,278		-		4,503		15,958		(20,461)		12,278

Total liabilities and equity		19,726		-		6,715		23,278		(28,557)		21,162

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CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION



	December 31, 2021

(millions of U.S. dollars)	Parent		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated

Cash and cash equivalents		15		-		237		526		-		778

Trade and other receivables		-		-		690		367		-		1,057

Intercompany receivables		3,477		-		648		2,545		(6,670)		-

Other financial assets		-		-		6		102		-		108

Prepaid expenses and other current assets		2		-		236		224		-		462

Current assets excluding assets held for sale		3,494		-		1,817		3,764		(6,670)		2,405

Assets held for sale		-		-		8		40		-		48

Current assets		3,494		-		1,825		3,804		(6,670)		2,453

Property and equipment, net		-		-		201		301		-		502

Computer software, net		-		-		12		810		-		822

Other identifiable intangible assets, net		-		-		1,136		2,195		-		3,331

Goodwill		-		-		3,822		2,118		-		5,940

Equity method investments		-		-		-		6,736		-		6,736

Other financial assets		100		-		16		313		-		429

Other non-current assets		-		-		128		669		-		797

Intercompany receivables		230		-		-		778		(1,008)		-

Investments in subsidiaries		15,899		-		71		4,526		(20,496)		-

Deferred tax		-		-		-		1,139		-		1,139

Total assets		19,723		-		7,211		23,389		(28,174)		22,149

LIABILITIES AND EQUITY

Liabilities

Payables, accruals and provisions		51		-		398		877		-		1,326

Current tax liabilities		-		-		-		169		-		169

Deferred revenue		-		-		634		240		-		874

Intercompany payables		2,049		-		497		4,124		(6,670)		-

Other financial liabilities		-		-		22		153		-		175

Current liabilities excluding liabilities associated with assets held for sale		2,100		-		1,551		5,563		(6,670)		2,544

Liabilities associated with assets held for sale		-		-		11		26		-		37

Current liabilities		2,100		-		1,562		5,589		(6,670)		2,581

Long-term indebtedness		3,786		-		-		-		-		3,786

Provisions and other non-current liabilities		3		-		6		700		-		709

Other financial liabilities		-		-		68		166		-		234

Intercompany payables		-		-		779		229		(1,008)		-

Deferred tax		-		-		199		806		-		1,005

Total liabilities		5,889		-		2,614		7,490		(7,678)		8,315

Equity

Total equity		13,834		-		4,597		15,899		(20,496)		13,834

Total liabilities and equity		19,723		-		7,211		23,389		(28,174)		22,149

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW



(millions of U.S. dollars)	Parent		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated

	Three months ended September 30, 2022

Net cash (used in) provided by operating activities		-		-		(43)		574		-		531

Net cash (used in) provided by investing activities		(9)		-		9		(93)		-		(93)

Net cash provided by (used in) financing activities		7		-		45		(488)		-		(436)

Translation adjustments		-		-		-		(4)		-		(4)

(Decrease) increase in cash and cash equivalents		(2)		-		11		(11)		-		(2)


	Three months ended September 30, 2021

Net cash (used in) provided by operating activities		(6)		-		299		241		-		534

Net cash provided by (used in) investing activities		1,200		-		(9)		(536)		(1,200)		(545)

Net cash used in financing activities		(1,126)		-		(290)		(601)		1,200		(817)

Translation adjustments		-		-		-		(3)		-		(3)

Increase (decrease) in cash and cash equivalents		68		-		-		(899)		-		(831)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW



(millions of U.S. dollars)	Parent		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated

	Nine months ended September 30, 2022

Net cash (used in) provided by operating activities		(62)		-		188		1,113		-		1,239

Net cash provided by (used in) investing activities		513		-		32		(225)		(846)		(526)

Net cash used in financing activities		(450)		-		(404)		(1,016)		846		(1,024)

Translation adjustments		-		-		-		(8)		-		(8)

Increase (decrease) in cash and cash equivalents		1		-		(184)		(136)		-		(319)


	Nine months ended September 30, 2021

Net cash (used in) provided by operating activities		(93)		-		482		987		-		1,376

Net cash provided by (used in) investing activities		1,200		-		(20)		(150)		(1,235)		(205)

Net cash used in financing activities		(1,039)		-		(471)		(1,169)		1,235		(1,444)

Translation adjustments		-		-		-		(3)		-		(3)

Increase (decrease) in cash and cash equivalents		68		-		(9)		(335)		-		(276)

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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 September 30,				Nine months ended September 30,

(millions of U.S. dollars, except per share amounts)	Notes		2022		2021		2022		2021

CONTINUING OPERATIONS

Revenues		2		1,574		1,526		4,862		4,638

Operating expenses		5		(1,023)		(1,060)		(3,145)		(3,114)

Depreciation				(34)		(40)		(110)		(128)

Amortization of computer software				(119)		(119)		(354)		(356)

Amortization of other identifiable intangible assets				(25)		(29)		(76)		(90)

Other operating gains, net		6		25		4		26		35

Operating profit				398		282		1,203		985

Finance costs, net:

Net interest expense		7		(48)		(46)		(145)		(146)

Other finance income		7		448		34		862		30

Income before tax and equity method investments				798		270		1,920		869

Share of post-tax (losses) earnings in equity method investments		8		(525)		(672)		(552)		6,717

Tax (expense) benefit		9		(8)		161		(156)		(1,722)

Earnings (loss) from continuing operations				265		(241)		1,212		5,864

(Loss) earnings from discontinued operations, net of tax				(37)		1		(92)		-

Net earnings (loss)				228		(240)		1,120		5,864

Earnings (loss) attributable to common shareholders				228		(240)		1,120		5,864

Earnings (loss) per share:		10

Basic earnings (loss) per share:

From continuing operations				$0.55		($0.49)		$2.49		$11.83

From discontinued operations				(0.08)		-		(0.19)		-

Basic earnings (loss) per share				$0.47		($0.49)		$2.30		$11.83

Diluted earnings (loss) per share:

From continuing operations				$0.55		($0.49)		$2.49		$11.80

From discontinued operations				(0.08)		-		(0.19)		-

Diluted earnings (loss) per share				$0.47		($0.49)		$2.30		$11.80

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	2022		2021		2022		2021

Net earnings (loss)			228		(240)		1,120		5,864

Other comprehensive income (loss)

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

Cash flow hedges adjustments to net earnings	7		66		25		89		(7)

Cash flow hedges adjustments to equity			(47)		(28)		(68)		(4)

Foreign currency translation adjustments to equity			(244)		(97)		(505)		(65)

Share of other comprehensive loss in equity method investments	8		-		-		-		(98)

Related tax benefit on share of other comprehensive loss in equity method investments			-		-		-		23

Reclassification of foreign currency translation adjustments on disposal of equity method investment			-		3		-		3

			(225)		(97)		(484)		(148)

Items that will not be reclassified to net earnings:

Fair value adjustments on financial assets	12		(2)		10		(20)		15

Remeasurement on defined benefit pension plans			(91)		(11)		(178)		122

Related tax benefit (expense) on remeasurement on defined benefit pension plans			23		3		44		(34)

			(70)		2		(154)		103

Other comprehensive (loss)			(295)		(95)		(638)		(45)

Total comprehensive (loss) income			(67)		(335)		482		5,819

Comprehensive (loss) income for the period attributable to:

Common shareholders:

Continuing operations			(30)		(336)		574		5,819

Discontinued operations			(37)		1		(92)		-

Total comprehensive (loss) income			(67)		(335)		482		5,819

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

2022

2021⁽¹⁾

Cash and cash equivalents

459

778

Trade and other receivables

949

1,057

Other financial assets

375

108

Prepaid expenses and other current assets

429

462

Current assets excluding assets held for sale

2,212

2,405

Assets held for sale

129

Current assets

2,341

2,453

Property and equipment, net

414

502

Computer software, net

886

822

Other identifiable intangible assets, net

3,242

3,331

Goodwill

5,818

5,940

Equity method investments

6,098

6,736

Other financial assets

618

429

Other non-current assets

626

797

Deferred tax

1,119

1,139

Total assets

21,162

22,149

LIABILITIES AND EQUITY

Liabilities

Current indebtedness

370

Payables, accruals and provisions

994

1,326

Current tax liabilities

343

169

Deferred revenue

837

874

Other financial liabilities

758

175

Current liabilities excluding liabilities associated with assets held for sale

3,302

2,544

Liabilities associated with assets held for sale

118

Current liabilities

3,420

2,581

Long-term indebtedness

3,700

3,786

Provisions and other non-current liabilities

757

709

Other financial liabilities

216

234

Deferred tax

791

1,005

Total liabilities

8,884

8,315

Equity

Capital

5,401

5,496

Retained earnings

8,192

9,149

Accumulated other comprehensive loss

(1,315)

(811)

Total equity

12,278

13,834

Total liabilities and equity

21,162

22,149

Contingencies (note 19)

(1)	Amounts have been reclassified to reflect the current presentation.

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		2022		2021		2022		2021
Cash provided by (used in):
OPERATING ACTIVITIES
Earnings (loss) from continuing operations				265		(241)		1,212		5,864
Adjustments for:
Depreciation				34		40		110		128
Amortization of computer software				119		119		354		356
Amortization of other identifiable intangible assets				25		29		76		90
Share of post-tax losses (earnings) in equity method investments		8		525		672		552		(6,717)
Deferred tax				(176)		(153)		(193)		770
Other		17		(447)		(7)		(771)		56
Changes in working capital and other items		17		181		101		(35)		901
Operating cash flows from continuing operations				526		560		1,305		1,448
Operating cash flows from discontinued operations				5		(26)		(66)		(72)
Net cash provided by operating activities				531		534		1,239		1,376
INVESTING ACTIVITIES
Acquisitions, net of cash acquired		18		(19)		(2)		(190)		(5)
Proceeds from disposals of businesses and investments				29		13		29		28
Dividend from sale of LSEG shares		8		24		-		24		994
Capital expenditures				(152)		(131)		(460)		(364)
Other investing activities		8		25		3		87		56
Taxes paid on sale of Refinitiv and LSEG shares				-		(218)		-		(662)
Investing cash flows from continuing operations				(93)		(335)		(510)		47
Investing cash flows from discontinued operations				-		(210)		(16)		(252)
Net cash used in investing activities				(93)		(545)		(526)		(205)
FINANCING ACTIVITIES
Net borrowings under short-term loan facilities		12		319		-		369		-
Payments of lease principal				(17)		(22)		(50)		(65)
Repurchases of common shares		16		(504)		(603)		(698)		(803)
Dividends paid on preference shares				(1)		(1)		(2)		(2)
Dividends paid on common shares		16		(208)		(194)		(627)		(582)
Other financing activities				(25)		3		(16)		8
Net cash used in financing activities				(436)		(817)		(1,024)		(1,444)
Translation adjustments				(4)		(3)		(8)		(3)
Decrease in cash and cash equivalents				(2)		(831)		(319)		(276)
Cash and cash equivalents at beginning of period				461		2,342		778		1,787
Cash and cash equivalents at end of period				459		1,511		459		1,511
Supplemental cash flow information is provided in note 17.
Interest paid, net of debt related hedges				(16)		(15)		(96)		(96)
Interest received				4		1		5		2
Income taxes paid		17		(49)		(260)		(194)		(849)

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 on financial instruments		Foreign currency translation adjustments		Total accumulated other comprehensive loss (“AOCL”)		Total equity

Balance, December 31, 2021		3,813		1,683		5,496		9,149		25		(836)		(811)		13,834

Net earnings		-		-		-		1,120		-		-		-		1,120

Other comprehensive (loss) income		-		-		-		(134)		1		(505)		(504)		(638)

Total comprehensive income (loss)		-		-		-		986		1		(505)		(504)		482

Dividends declared on preference shares		-		-		-		(2)		-		-		-		(2)

Dividends declared on common shares		-		-		-		(648)		-		-		-		(648)

Shares issued under Dividend Reinvestment Plan (“DRIP”)		21		-		21		-		-		-		-		21

Repurchases of common shares (see note 16)		(53)		-		(53)		(668)		-		-		-		(721)

Automatic share purchase plan (see note 16)		(52)		-		(52)		(619)		-		-		-		(671)

Stock compensation plans		143		(154)		(11)		(6)		-		-		-		(17)

Balance, September 30, 2022		3,872		1,529		5,401		8,192		26		(1,341)		(1,315)		12,278



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

Balance, December 31, 2020		3,719		1,739		5,458		5,211		(8)		(681)		(689)		9,980

Net earnings		-		-		-		5,864		-		-		-		5,864

Other comprehensive income (loss)		-		-		-		88		26		(159)		(133)		(45)

Total comprehensive income (loss)		-		-		-		5,952		26		(159)		(133)		5,819

Dividends declared on preference shares		-		-		-		(2)		-		-		-		(2)

Dividends declared on common shares		-		-		-		(600)		-		-		-		(600)

Shares issued under DRIP		18		-		18		-		-		-		-		18

Repurchases of common shares (see note 16)		(39)		-		(39)		(564)		-		-		-		(603)

Automatic share purchase plan (see note 16)		(33)		-		(33)		(447)		-		-		-		(480)

Stock compensation plans		122		(63)		59		-		-		-		-		59

Balance, September 30, 2021		3,787		1,676		5,463		9,550		18		(840)		(822)		14,191

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 is a leading provider of business information services. The Company’s products include highly specialized information-enabled software and tools for legal, tax, accounting and compliance professionals combined with the world’s most global news service - Reuters.

These unaudited interim consolidated financial statements (“interim financial statements”) were approved by the Audit Committee of the Board of Directors of the Company on October 31, 2022.

Change Program

In February 2021, the Company announced a two-year Change Program to transition from a holding company to an operating company, and from a content provider into a content-driven technology company (see note 5).

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, 2021. 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, 2021.

The Company continues to operate in an uncertain macroeconomic and geopolitical environment. To combat high inflation, central banks are aggressively raising short-term borrowing rates. Lingering COVID-19 impacts, supply chain disruptions and the Russian military invasion of Ukraine are additional factors creating stress on economic growth and financial markets. The Company is closely monitoring the evolving macroeconomic and geopolitical conditions to assess potential impacts on its businesses. Due to the significant uncertainty created by these circumstances, some of management’s estimates and judgments may be more variable and may change materially in the future.

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, 2021, which are included in the Company’s 2021 annual report.

References to “$” are to U.S. dollars and references to “C$” are to Canadian dollars.

Revision to Segment Results

In the first quarter of 2022, the Company made two changes to its segment reporting to reflect how it currently manages its businesses. The changes (i) reflect the transfer of certain revenues from its Corporates business to its Tax & Accounting Professionals business where they are better aligned; and (ii) record intercompany revenue in Reuters News for content-related services that it provides to Legal Professionals, Corporates and Tax & Accounting Professionals. Previously, these services had been reported as a transfer of expense from Reuters News to these businesses. These changes impact the financial results of the Company’s segments, but do not change the Company’s consolidated financial results. The table below summarizes the changes for the three and nine months ended September 30, 2021.

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	Three months ended September 30, 2021						Nine months ended September 30, 2021

	As Reported		Adjustments		As Revised		As Reported		Adjustments		As Revised
Revenues
Legal Professionals		682		-		682		2,023		-		2,023
Corporates		356		(2)		354		1,088		(6)		1,082
Tax & Accounting Professionals		175		2		177		597		6		603
Reuters News		164		5		169		492		15		507
Global Print		149		-		149		439		-		439
Eliminations/Rounding		-		(5)		(5)		(1)		(15)		(16)
Revenues		1,526		-		1,526		4,638		-		4,638

Adjusted EBITDA
Legal Professionals		288		-		288		852		-		852
Corporates		131		(1)		130		407		(4)		403
Tax & Accounting Professionals		49		1		50		219		4		223
Reuters News		25		-		25		88		-		88
Global Print		52		-		52		165		-		165
Total reportable segments adjusted EBITDA		545		-		545		1,731		-		1,731

Note 2: Revenues

Revenues by type and geography

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



Revenues by type	Legal Professionals				Corporates				Tax & Accounting Professionals				Reuters News				Global Print				Eliminations/ Rounding				Total

Three months ended September 30,	2022		2021		2022		2021		2022		2021		2022		2021		2022		2021		2022		2021		2022		2021
Recurring		658		634		330		307		158		149		152		148		-		-		(7)		(5)		1,291		1,233
Transactions		43		48		43		47		32		28		19		21		-		-		-		-		137		144
Global Print		-		-		-		-		-		-		-		-		146		149		-		-		146		149
Total		701		682		373		354		190		177		171		169		146		149		(7)		(5)		1,574		1,526


Revenues by type	Legal Professionals				Corporates				Tax & Accounting Professionals				Reuters News				Global Print				Eliminations/ Rounding				Total

Nine months ended September 30,	2022		2021		2022		2021		2022		2021		2022		2021		2022		2021		2022		2021		2022		2021
Recurring		1,967		1,881		968		898		507		463		459		446		-		-		(19)		(16)		3,882		3,672
Transactions		132		142		189		184		153		140		76		61		-		-		-		-		550		527
Global Print		-		-		-		-		-		-		-		-		430		439		-		-		430		439
Total		2,099		2,023		1,157		1,082		660		603		535		507		430		439		(19)		(16)		4,862		4,638

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Revenues by geography (country of destination)	Legal Professionals				Corporates				Tax & Accounting Professionals				Reuters News				Global Print				Eliminations/ Rounding				Total

Three months ended September 30,	2022		2021		2022		2021		2022		2021		2022		2021		2022		2021		2022		2021		2022		2021
U.S.		563		539		309		288		149		142		28		28		103		101		(7)		(5)		1,145		1,093
Canada (country of domicile)		18		15		2		3		5		4		1		1		22		23		-		-		48		46
Other		6		7		15		13		28		23		2		1		4		4		-		-		55		48
Americas (North America, Latin America, South America)		587		561		326		304		182		169		31		30		129		128		(7)		(5)		1,248		1,187

U.K.		64		69		26		28		4		5		103		97		8		10		-		-		205		209
Other		16		18		11		13		1		-		24		28		3		4		-		-		55		63
EMEA (Europe, Middle East and Africa)		80		87		37		41		5		5		127		125		11		14		-		-		260		272
Asia Pacific		34		34		10		9		3		3		13		14		6		7		-		-		66		67
Total		701		682		373		354		190		177		171		169		146		149		(7)		(5)		1,574		1,526


Revenues by geography (country of destination)	Legal Professionals				Corporates				Tax & Accounting Professionals				Reuters News				Global Print				Eliminations/ Rounding				Total

Nine months ended September 30,	2022		2021		2022		2021		2022		2021		2022		2021		2022		2021		2022		2021		2022		2021
U.S.		1,678		1,597		959		894		524		484		86		108		308		306		(19)		(16)		3,536		3,373
Canada (country of domicile)		52		46		6		8		27		25		3		3		58		59		-		-		146		141
Other		22		18		45		36		84		67		6		5		12		13		-		-		169		139
Americas (North America, Latin America, South America)		1,752		1,661		1,010		938		635		576		95		116		378		378		(19)		(16)		3,851		3,653

U.K.		195		206		81		81		14		16		324		266		24		28		-		-		638		597
Other		48		52		37		36		1		-		75		83		9		12		-		-		170		183
EMEA (Europe, Middle East and Africa)		243		258		118		117		15		16		399		349		33		40		-		-		808		780
Asia Pacific		104		104		29		27		10		11		41		42		19		21		-		-		203		205
Total		2,099		2,023		1,157		1,082		660		603		535		507		430		439		(19)		(16)		4,862		4,638

Note 3: Segment Information

The Company is organized as five reportable segments, reflecting how the businesses are managed. The accounting policies applied by the segments are the same as those applied by the Company. 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 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-enabled technology solutions for in-house legal, tax, regulatory, compliance and IT professionals.

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.

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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 the Refinitiv business of London Stock Exchange Group (“LSEG”).

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 the Change Program which are centrally managed. Corporate costs does not qualify as a reportable segment.



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

	2022		2021		2022		2021
Revenues
Legal Professionals		701		682		2,099		2,023
Corporates		373		354		1,157		1,082
Tax & Accounting Professionals		190		177		660		603
Reuters News		171		169		535		507
Global Print		146		149		430		439
Eliminations/Rounding		(7)		(5)		(19)		(16)
Revenues		1,574		1,526		4,862		4,638

Adjusted EBITDA
Legal Professionals		324		288		933		852
Corporates		147		130		443		403
Tax & Accounting Professionals		59		50		262		223
Reuters News		33		25		114		88
Global Print		50		52		153		165
Total reportable segments adjusted EBITDA		613		545		1,905		1,731
Corporate costs		(78)		(87)		(209)		(213)
Fair value adjustments (see note 5)		16		8		21		6
Depreciation		(34)		(40)		(110)		(128)
Amortization of computer software		(119)		(119)		(354)		(356)
Amortization of other identifiable intangible assets		(25)		(29)		(76)		(90)
Other operating gains, net		25		4		26		35
Operating profit		398		282		1,203		985
Net interest expense		(48)		(46)		(145)		(146)
Other finance income		448		34		862		30
Share of post-tax (losses) earnings in equity method investments		(525)		(672)		(552)		6,717
Tax (expense) benefit		(8)		161		(156)		(1,722)
Earnings (loss) from continuing operations		265		(241)		1,212		5,864

Reuters News revenues included $7 million (2021 - $5 million) and $19 million (2021 - $16 million) in the three and nine months ended September 30, 2022, 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.

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Segment Adjusted EBITDA

^●

Segment adjusted EBITDA represents earnings or losses from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of 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.

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 the release of certain tax products, which tend to be concentrated in the fourth quarter and, to a lesser extent, in the first quarter of the year. The timing of costs related to the Change Program impacted the seasonality of the Company’s expenses and operating profit in 2022 and 2021.

Note 5: Operating Expenses

The components of operating expenses include the following:



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

	2022		2021		2022		2021
Salaries, commissions and allowances		587		600		1,781		1,792
Share-based payments		21		17		68		51
Post-employment benefits		38		36		111		110
Total staff costs		646		653		1,960		1,953
Goods and services⁽¹⁾		314		328		954		895
Content		60		67		192		205
Telecommunications		8		11		30		34
Facilities		11		9		30		33
Fair value adjustments⁽²⁾		(16)		(8)		(21)		(6)
Total operating expenses		1,023		1,060		3,145		3,114

(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.

Operating expenses in the three and nine months ended September 30, 2022 included $47 million (2021 - $53 million) and $111 million (2021 - $105 million), respectively, related to the Change Program. The charges included severance as well as costs to drive technology and digital sales efficiencies.

Note 6: Other Operating Gains, Net

Other operating gains, net, were $25 million and $26 million in the three and nine months ended September 30, 2022, respectively, which included gains on the sale of two non-core businesses. Other operating gains, net, were $4 million and $35 million in the three and nine months ended September 30, 2021, respectively. Both periods included income from a license that allowed the Refinitiv business of LSEG to use the “Reuters” mark. Additionally, the nine-month period included a benefit from the revaluation of warrants that the Company held in Refinitiv prior to its sale to LSEG on January 29, 2021 and a gain on the sale of a business.

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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,

	2022		2021		2022		2021
Interest expense:
Debt		40		40		120		120
Derivative financial instruments — hedging activities		-		-		(1)		(2)
Other, net		6		1		16		13
Fair value losses (gains) on cash flow hedges, transfer from equity		66		25		89		(7)
Net foreign exchange (gains) losses on debt		(66)		(25)		(89)		7
Net interest expense — debt and other		46		41		135		131
Net interest expense — leases		2		2		6		6
Net interest expense — pension and other post-employment benefit plans		3		3		8		10
Interest income		(3)		-		(4)		(1)
Net interest expense		48		46		145		146

Three months ended September 30,

Nine months ended September 30,

2022

2021

2022

2021

Net gains due to changes in foreign currency exchange rates

(93)

(34)

(187)

(30)

Net gains on derivative instruments

(353)

(673)

Other

(2)

Other finance income

(448)

(34)

(862)

(30)

Net gains due to changes in foreign currency exchange rates

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

Net gains on derivative instruments

Net gains on derivative instruments related to foreign exchange contracts, including gains on instruments 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 (see note 12).

Note 8: Equity Method Investments

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”), formerly Refinitiv Holdings Ltd. (“RHL”). YPL is an entity jointly owned by the Company, Blackstone’s consortium (comprised of The Blackstone Group and its subsidiaries, and private equity funds affiliated with Blackstone), and certain current LSEG and former members of Refinitiv senior management. As of September 30, 2022 and December 31, 2021, YPL held a combination of LSEG ordinary shares and LSEG limited-voting ordinary shares (with the shares carrying in aggregate an approximate 30% economic interest and a 24% voting interest in LSEG). As of September 30, 2022, the Company owned 42.83% (December 31, 2021 - 42.82%) of YPL and indirectly owned approximately 72.2 million (December 31, 2021 - 72.4 million) LSEG shares.

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 or the Refinitiv business of 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 a series of foreign exchange contracts to mitigate currency risk on its investment (see note 12).

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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,

2022

2021

2022

2021

YPL

(520)

(675)

(543)

6,710

Other equity method investments

(5)

(9)

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

(525)

(672)

(552)

6,717

In 2022, share of post-tax losses in equity method investments in the three-month period primarily reflected a decrease in value of the Company’s LSEG investment due to foreign exchange losses of $543 million, which were partly offset by dividend income of $25 million. The nine-month period primarily reflected foreign exchange losses of $1,317 million from the LSEG investment, partly offset by $687 million due to increases in the LSEG share price and dividend income of $87 million.

In the third quarter of 2022, LSEG repurchased approximately 0.7 million ordinary shares from YPL under a buyback program announced by LSEG in August 2022. The Company received proceeds of $24 million, for approximately 0.3 million shares, which were distributed as a dividend and reduced its investment. In March 2021, as permitted under a lock-up exception, approximately 10.1 million of the Company’s LSEG shares were sold for pre-tax net proceeds of $994 million. The proceeds from the sale of the shares by YPL were also distributed to the Company as a dividend. In both years, the proceeds were presented in “Net cash flows used in investing activities” in the consolidated statement of cash flow.

The composition of equity method investments as reported in the consolidated statement of financial position is comprised of the following:



	September 30,		December 31,

	2022		2021
YPL		5,920		6,574
Other equity method investments		178		162
Total equity method investments		6,098		6,736

Set forth below is summarized financial information for 100% of YPL (formerly RHL prior to its sale in January 2021).



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

	2022		2021		2022		2021
Revenues		-		-		-		551

Gain related to the sale of Refinitiv to LSEG		-		-		-		18,645
Mark-to-market of LSEG shares		(1,272)		(1,633)		(1,471)		(2,780)
Dividend income		58		57		202		177
Refinitiv net loss prior to its sale to LSEG		-		-		-		(361)
Net (loss) earnings		(1,214)		(1,576)		(1,269)		15,681
Remove: Net earnings attributable to non-controlling interests		-		-		-		(11)
Net (loss) earnings attributable to YPL		(1,214)		(1,576)		(1,269)		15,670
Other comprehensive loss attributable to YPL		-		-		-		(214)
Total comprehensive (loss) income attributable to YPL		(1,214)		(1,576)		(1,269)		15,456

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



	September 30,		December 31,

	2022		2021
Assets
Current assets		32		6
Non-current assets		14,489		16,068
Total assets		14,521		16,074
Liabilities
Current liabilities		10		4
Non-current liabilities		162		189
Total liabilities		172		193
Net assets attributable to YPL		14,349		15,881
Net assets attributable to YPL - beginning period		15,881		2,487
Net (loss) earnings attributable to YPL		(1,269)		14,555
Other comprehensive loss attributable to YPL		-		(214)
Other adjustments⁽¹⁾		-		253
Distribution to owners		(263)		(1,200)
Net assets attributable to YPL - ending period		14,349		15,881
Thomson Reuters % share		42.83%		42.82%
Thomson Reuters $ share		6,146		6,800
Historical excluded equity adjustment⁽²⁾		(226)		(226)
Thomson Reuters carrying amount		5,920		6,574

(1)	Consists of equity transactions excluded from total comprehensive income attributable to YPL.

(2)	Represents the cumulative impact of equity transactions excluded from the Company’s investment in YPL.

Note 9: Taxation

Tax expense (benefit) in each period included significant impacts related to the Company’s indirect investment in LSEG. In 2022, each period also included significant impacts related to other finance income, primarily associated with gains from foreign exchange contracts related to the Company’s investment in LSEG. In 2022, the three and nine-month periods included $(133) million and $(150) million, respectively, of tax benefits related to the Company’s losses in equity method investments, and $81 million and $159 million, respectively, of tax expense related to other finance income.

In 2021, the three-month period included $(169) million of tax benefits, related to the Company’s losses in equity method investments. In the nine-month period, tax expense included $1,631 million primarily related to the gain on sale of Refinitiv to LSEG.

In addition to the above items, tax expense (benefit) 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 (benefit) for the full year.

Note 10: Earnings Per Share

Basic earnings (loss) per share was calculated by dividing earnings (loss) 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”).

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



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

	2022		2021		2022		2021
Earnings (loss) attributable to common shareholders		228		(240)		1,120		5,864
Less: Dividends declared on preference shares		(1)		(1)		(2)		(2)
Earnings (loss) used in consolidated earnings (loss) per share		227		(241)		1,118		5,862
Less: Loss (earnings) from discontinued operations, net of tax		37		(1)		92		-
Earnings (loss) used in earnings (loss) per share from continuing operations		264		(242)		1,210		5,862

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 (loss) per share computation to the weighted-average number of common shares outstanding used in the diluted earnings (loss) per share computation, is presented below:

Three months ended September 30,

Nine months ended September 30,

2022

2021

2022

2021

Weighted-average number of common shares outstanding

482,919,463

494,303,094

485,386,057

495,161,446

Weighted-average number of vested DSUs

183,692

321,760

230,075

353,864

Basic

483,103,155

494,624,854

485,616,132

495,515,310

Effect of stock options and TRSUs

785,031

692,905

1,078,094

Diluted

483,888,186

494,624,854

486,309,037

496,593,404

Because the Company reported a net loss from continuing operations for the three months ended September 30, 2021, the weighted-average number of common shares used for basic and diluted loss per share is the same for all per share calculations in the period, as the effect of stock options and other equity incentive awards would reduce the loss per share, and therefore be anti-dilutive.

Note 11: Assets Held for Sale

Assets held for sale included several non-core businesses and products that the Company intends to sell. The assets and liabilities classified as held for sale in the consolidated statement of financial position are as follows:



	September 30,		December 31,

	2022		2021
Trade and other receivables		14		14
Other financial assets		57		-
Prepaid expenses and other current assets		2		1
Property and equipment, net		3		4
Computer software, net		11		5
Goodwill		39		14
Other assets		3		10
Total assets held for sale		129		48
Payables, accruals and provisions		8		8
Deferred revenue		51		26
Other financial liabilities		58		2
Other liabilities		1		1
Total liabilities associated with assets held for sale		118		37

Foreign currency translation gains of $18 million relating to these assets were recorded within accumulated other comprehensive loss in the consolidated statement of financial position at September 30, 2022 (December 31, 2021 – gains of $23 million).

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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, 2022	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		253		206		-		-		459
Trade and other receivables		949		-		-		-		949
Other financial assets - current		12		363		-		-		375
Other financial assets - non-current		25		497		65		31		618
Current indebtedness		(370)		-		-		-		(370)
Trade payables (see note 14)		(162)		-		-		-		(162)
Accruals (see note 14)		(706)		-		-		-		(706)
Other financial liabilities - current⁽¹⁾⁽²⁾		(755)		(3)		-		-		(758)
Long-term indebtedness		(3,700)		-		-		-		(3,700)
Other financial liabilities - non current⁽³⁾		(196)		(20)		-		-		(216)
Total		(4,650)		1,043		65		31		(3,511)


December 31, 2021	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		389		389		-		-		778
Trade and other receivables		1,057		-		-		-		1,057
Other financial assets - current		108		-		-		-		108
Other financial assets - non-current		27		235		68		99		429
Trade payables (see note 14)		(227)		-		-		-		(227)
Accruals (see note 14)		(950)		-		-		-		(950)
Other financial liabilities - current⁽¹⁾		(174)		(1)		-		-		(175)
Long-term indebtedness		(3,786)		-		-		-		(3,786)
Other financial liabilities - non current⁽³⁾		(215)		(19)		-		-		(234)
Total		(3,771)		604		68		99		(3,000)

(1)	Includes lease liabilities of $56 million (2021 - $64 million).

(2)	Includes a commitment to repurchase up to $671 million of common shares related to the Company’s automatic share purchase plan with its broker to repurchase the Company’s shares during its internal trading blackout period. See note 16.

(3)	Includes lease liabilities of $170 million (2021 - $197 million).

Cash and cash equivalents

Of total cash and cash equivalents, $85 million and $70 million at September 30, 2022 and December 31, 2021, 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 $1.8 billion commercial paper program provides cost effective and flexible short-term funding. The Company had $370 million of outstanding commercial paper in current indebtedness within the consolidated statement of financial position at September 30, 2022 (December 31, 2021 – nil).

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Credit facility

The Company has a $1.8 billion syndicated credit facility agreement which matures in December 2024 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 at September 30, 2022 and December 31, 2021. Based on the Company’s current credit ratings, the cost of borrowing under the facility is priced at LIBOR/EURIBOR plus 112.5 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 $2.4 billion.

The U.K. Financial Conduct Authority, which regulates LIBOR, phased out the majority of LIBOR rates globally at the end of 2021. The Company has no material agreements with third parties that use or reference LIBOR, except for the LIBOR-based benchmarks in the Company’s external credit facility, for which adequate LIBOR benchmarks will remain in effect until June 2023.

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 ratio of net debt to EBITDA would temporarily increase to 5.0:1 for three quarters after completion, at which time the ratio would revert to 4.5:1. As of September 30, 2022, the Company was in compliance with this covenant as its ratio of net debt to EBITDA, as calculated under the terms of its syndicated credit facility, was 1.7:1.

Foreign Exchange Contracts

The Company has entered 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. In the nine months ended September 30, 2022, the Company entered an additional series of foreign exchange contracts with a notional amount of £0.6 billion ($0.7 billion), for a cumulative notional amount of £3.2 billion ($4.2 billion). Gains of $353 million and $673 million in the three and nine months ended September 30, 2022, respectively, were reported within “Other finance income” in the consolidated income statement (see note 7) due to fluctuations in the U.S. dollar - British pounds sterling exchange rate. The associated fair value of these contracts was an asset of $654 million (December 31, 2021 – $19 million liability) and were recorded within other financial assets or liabilities, current or long-term as appropriate, in the consolidated statement of financial position. As of September 30, 2022, the Company’s interest in LSEG shares had a market value of approximately $6.1 billion, based on LSEG’s share price on that day (December 31, 2021 - $6.8 billion).

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 “Long-term indebtedness” and “Current indebtedness” and the carrying amounts of derivative instruments are included in “Other financial assets” and “Other financial liabilities”, both current and 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 hedged the cash flows of debt:

Carrying Amount

Fair Value

September 30, 2022

Primary
Debt
Instruments

Derivative
Instruments
(Asset)

Primary
Debt
Instruments

Derivative
Instruments
(Asset)

Commercial paper

370

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

1,016

(31)

951

(31)

$600, 4.30% Notes, due 2023

599

594

$450, 3.85% Notes, due 2024⁽¹⁾

241

235

$500, 3.35% Notes, due 2026

498

468

$350, 4.50% Notes, due 2043⁽¹⁾

117

$350, 5.65% Notes, due 2043

342

320

$400, 5.50% Debentures, due 2035

395

369

$500, 5.85% Debentures, due 2040

492

477

Total

4,070

(31)

3,872

(31)

Current portion

370

Long-term portion

3,700

(31)


	Carrying Amount				Fair Value
December 31, 2021	Primary Debt Instruments		Derivative Instruments (Asset)		Primary Debt Instruments		Derivative Instruments (Asset)
C$1,400, 2.239% Notes, due 2025		1,103		(99)		1,119		(99)
$600, 4.30% Notes, due 2023		599		-		631		-
$450, 3.85% Notes, due 2024⁽¹⁾		241		-		256		-
$500, 3.35% Notes, due 2026		497		-		531		-
$350, 4.50% Notes, due 2043⁽¹⁾		116		-		128		-
$350, 5.65% Notes, due 2043		342		-		478		-
$400, 5.50% Debentures, due 2035		396		-		516		-
$500, 5.85% Debentures, due 2040		492		-		695		-
Total		3,786		(99)		4,354		(99)
Long-term portion		3,786		(99)

(1)	Notes were partially redeemed in October 2018.

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, 2022

Total

Assets

Level 1

Level 2

Level 3

Balance

Money market accounts

206

Other receivables⁽¹⁾

206

Foreign exchange contracts⁽²⁾

654

Financial assets at fair value through earnings

860

206

1,066

Financial assets at fair value through other comprehensive income⁽³⁾

Derivatives used for hedging⁽⁴⁾

Total assets

933

206

1,162

Liabilities

Contingent consideration⁽⁵⁾

(23)

Financial liabilities at fair value through earnings

(23)

Total liabilities

(23)



December 31, 2021				Total

Assets	Level 1	Level 2	Level 3		Balance

Money market accounts	-	389	-		389

Other receivables⁽¹⁾	-	-	235		235

Financial assets at fair value through earnings	-	389	235		624

Financial assets at fair value through other comprehensive income⁽³⁾	46	22	-		68

Derivatives used for hedging⁽⁴⁾	-	99	-		99

Total assets	46	510	235		791

Liabilities

Contingent consideration⁽⁵⁾	-	-	(1)		(1)

Foreign exchange contracts⁽²⁾	-	(19)	-		(19)

Financial liabilities at fair value through earnings	-	(19)	(1)		(20)

Total liabilities	-	(19)	(1)		(20)

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

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

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

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

(5)	Obligations to pay additional consideration for prior acquisitions, based upon performance measures contractually agreed at the time of purchase.

The receivable from the indemnification arrangement is a level 3 in the fair value measurement hierarchy. The decrease in the receivable between December 31, 2021 and September 30, 2022 primarily reflected additional payments that are expected to be recovered, offset by fair value losses based on interest rates associated with the indemnifying party’s credit profile and foreign exchange losses, which are included within loss 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 in the nine months ended September 30, 2022.

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.

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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 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 rates and non-performance risk; and

^●

The fair value of contingent consideration is calculated based on estimates of future revenue performance.

Note 13: Other Non-Current Assets



	September 30,		December 31,

	2022		2021

Net defined benefit plan surpluses		93		239

Cash surrender value of life insurance policies		331		346

Deferred commissions		105		127

Other non-current assets⁽¹⁾		97		85

Total other non-current assets		626		797

(1)	Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $82 million and $74 million at September 30, 2022 and December 31, 2021, respectively, (see note 19).

Note 14: Payables, Accruals and Provisions



	September 30,		December 31,

	2022		2021

Trade payables		162		227

Accruals		706		950

Provisions		100		107

Other current liabilities		26		42

Total payables, accruals and provisions		994		1,326

Note 15: Provisions and Other Non-Current Liabilities



	September 30,		December 31,

	2022		2021

Net defined benefit plan obligations		587		506

Deferred compensation and employee incentives		71		99

Provisions		86		94

Other non-current liabilities		13		10

Total provisions and other non-current liabilities		757		709

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. In June 2022, the Company announced that it plans to repurchase up to $2.0 billion of its common shares. Share repurchases are typically executed under a NCIB. Under the current NCIB, the Company may repurchase up to 24 million common shares between June 13, 2022 and June 12, 2023 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 if the Company receives an issuer bid exemption order in the future from applicable securities regulatory authorities in Canada for such purchases.

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Details of share repurchases were as follows:



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

	2022		2021		2022		2021

Share repurchases (millions of U.S. dollars)		504		603		698		803

Shares repurchased (number in millions)		4.6		5.2		6.5		7.7

Share repurchases - average price per share in U.S. dollars	$	109.98		116.15	$	106.92	$	105.01

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 an automatic share purchase 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 September 9, 2022. As a result, the Company recorded a $671 million liability in “Other financial liabilities” within current liabilities at September 30, 2022 with a corresponding amount recorded in equity in the consolidated statement of financial position (December 31, 2021 – nil).

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,

2022

2021

2022

2021

Dividends declared per common share

$0.445

$0.405

$1.335

$1.215

Dividends declared

215

200

648

600

Dividends reinvested

(7)

(6)

(21)

(18)

Dividends paid

208

194

627

582

Note 17: Supplemental Cash Flow Information

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



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

	2022		2021		2022		2021

Non-cash employee benefit charges		40		37		126		115

Net gains on foreign exchange and derivative financial instruments		(450)		(33)		(861)		(30)

Net (gains) losses on disposals of businesses and investments		(30)		3		(29)		(5)

Revaluation of Refinitiv warrants (see note 6)		-		-		-		(9)

Fair value adjustments (see note 5)		(16)		(8)		(21)		(6)

Other		9		(6)		14		(9)

		(447)		(7)		(771)		56

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



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

	2022		2021		2022		2021

Trade and other receivables		27		72		64		174

Prepaid expenses and other current assets		(17)		8		32		7

Other financial assets		27		(8)		40		10

Payables, accruals and provisions		51		128		(316)		(47)

Deferred revenue		(16)		(53)		42		4

Other financial liabilities		(27)		7		(40)		(11)

Income taxes⁽¹⁾		134		(51)		170		809

Other		2		(2)		(27)		(45)

		181		101		(35)		901

(1)	The nine months ended September 30, 2021 reflects current tax liabilities that were recorded on the LSEG transaction and subsequent 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,

	2022		2021		2022		2021

Operating activities - continuing operations		(49)		(42)		(178)		(143)

Operating activities - discontinued operations		-		-		-		(2)

Investing activities - continuing operations		-		(218)		-		(662)

Investing activities - discontinued operations⁽¹⁾		-		-		(16)		(42)

Total income taxes paid		(49)		(260)		(194)		(849)

(1)	Reflects payments made to HMRC (see note 19).

The Company paid $82 million and $348 million in the nine months ended September 30, 2022 and 2021, respectively, related to notices of assessment under the Diverted Profit Tax regime. Of the amount paid in the nine months ended September 30, 2022, $28 million (2021- $78 million) was paid directly to HMRC and $54 million (2021- $270 million) was paid to LSEG under an indemnity arrangement that related to businesses the Company sold to LSEG. The payments made directly to HMRC were included as income taxes paid in the consolidated statement of cash flow. The payments made to LSEG were presented in operating activities from discontinued operations in the consolidated statement of cash flow and were not included as taxes paid. See note 19.

Note 18: Acquisitions

Acquisitions primarily comprise the purchase of all the equity interests of the businesses acquired, which are integrated into the 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 equity method investments and asset acquisitions.

Acquisition activity

The number of acquisitions completed, and the related total consideration were as follows:



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

Number of transactions	2022		2021		2022		2021

Businesses acquired		-		-		2		-

Investments in businesses		2		-		5		-

Asset acquisitions		1		1		1		1

		3		1		8		1

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

Total consideration	2022		2021		2022		2021

Businesses acquired		-		-		153		-

Less: Cash acquired		-		-		(2)		-

Businesses acquired, net of cash		-		-		151		-

Investments in businesses		9		-		27		-

Asset acquisitions⁽¹⁾		8		2		8		2

Deferred and contingent consideration payments		2		-		4		3

		19		2		190		5

(1)

The three and nine months ended September 30, 2022 and 2021 includes acquisitions of intangible assets. In 2022, $8 million was paid in cash and $5 million was recorded as a financial liability. In 2021, $2 million was paid in cash and $21 million was recorded primarily as a long-term financial liability.

The following provides a brief description of an acquisition completed during the nine months ended September 30, 2022:

Purchase price allocation

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

The details of net assets acquired were as follows:



	Nine months ended September 30,

	2022
Cash and cash equivalents		2
Trade receivables		3
Prepaid expenses and other current assets		1
Current assets		6
Computer software		25
Other identifiable intangible assets		9
Total assets		40
Payables and accruals		(2)
Deferred revenue		(3)
Current liabilities		(5)
Provisions and other non-current liabilities		(18)
Deferred tax		(3)
Total liabilities		(26)
Net assets acquired		14
Goodwill		139
Total		153

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. The majority of goodwill for acquisitions completed in 2022 are not expected to be deductible for tax purposes.

Other

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

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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, defamation claims and intellectual property infringement claims. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation. 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 2022, the Company paid $379 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. In February 2022, HMRC issued DPT notices aggregating $74 million, which the Company paid in March 2022. These assessments collectively related to the 2015, 2016, 2017 and 2018 taxation years of certain of the Company’s current and former U.K. affiliates. In May 2022, HMRC issued additional DPT notices aggregating $9 million related to the 2016 tax year, which the Company paid.

HMRC continues to have the statutory authority to amend the above assessments for the 2017 and 2018 taxation years by issuing DPT supplementary notices for each year. Based on recent discussions with HMRC, management believes that HMRC may issue supplementary notices for these years within the next six months that would be almost entirely related to businesses the Company has sold, which are subject to indemnity arrangements. If that occurs, the Company will be required to pay additional taxes to HMRC shortly thereafter that could be as much as $350 million in aggregate (largely related to the 2018 taxation year).

As the Company does not believe these current and former U.K. affiliates fall within the scope of the DPT regime, it will continue contesting these assessments (including any amended by HMRC) through all available administrative and judicial remedies and intends to vigorously defend its position. Payments made by the Company are not a reflection of its view on the merits of the case. 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 or will be required to pay additional taxes to HMRC or the indemnity counterparty.

Because the Company believes that its position is supported by the weight of law, it does not believe that the resolution of this matter will have a material adverse effect on its financial condition taken as a whole. As the Company expects to receive refunds of substantially all of the aggregate of amounts paid and potential future payments 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 on its financial statements. The Company expects that its existing sources of liquidity will be sufficient to fund any required additional payments if HMRC issues further notices.

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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 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 $1.8 billion syndicated credit facility or the related covenant calculation.

Note 20: Related Party Transactions

As of September 30, 2022, the Company’s principal shareholder, The Woodbridge Company Limited, beneficially owned approximately 68% of the Company’s common shares.

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, 2022, Thomson Reuters contributed $10 million in cash pursuant to capital calls and made a $15 million in-kind contribution representing the fair value of guarantees provided in connection with a $415 million loan facility obtained by 3XSQ Associates (see note 19). The Company also paid approximately $5 million of rent to 3XSQ Associates for office space in the building.

Transactions with YPL

In the nine months ended September 30, 2022, the Company received dividends from YPL of $87 million reflecting the Company’s portion of dividends related to its LSEG investment and $24 million in connection with YPL’s participation in LSEG’s share buyback program (see note 8). In October 2022, the Company received an additional $9 million in connection with YPL’s participation in LSEG’s share buyback program.

Except for the above transactions, there were no new significant related party transactions during the first nine months of 2022. Refer to “Related party transactions” disclosed in note 31 of the Company’s consolidated financial statements for the year ended December 31, 2021, which are included in the Company’s 2021 annual report, for information regarding related party transactions.

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EXHIBIT 99.3 - CEO 302 CERTIFICATION

EXHIBIT 99.3

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

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

I, Steve Hasker, certify that:

1.	I have reviewed this report on Form 6-K of Thomson Reuters Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a 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, 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;

The registrant’s other certifying officer and I are responsible for establishing and maintaining 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 Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 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 being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial 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 principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this 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

Disclosed in this report any change in the registrant’s internal control over financial reporting that 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 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):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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 Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a 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, 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;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of 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):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 99.5 - CEO 906 CERTIFICATION

EXHIBIT 99.5

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of Thomson Reuters Corporation (the “Corporation”) on Form 6-K for the period ended September 30, 2022, as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), I, Steve Hasker, President and Chief Executive Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: November 3, 2022

/s/ Steve Hasker

Steve Hasker

President and Chief Executive Officer

EXHIBIT 99.6 - CFO 906 CERTIFICATION

EXHIBIT 99.6

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of Thomson Reuters Corporation (the “Corporation”) on Form 6-K for the period ended September 30, 2022, as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Eastwood, Chief Financial Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: November 3, 2022

/s/ Michael Eastwood

Michael Eastwood

Chief Financial Officer