Thomson Reuters (TRI) 6-K Current report (foreign)

Exhibit 99.1

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 1/100th 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		47		111		294		343 - 383
Accrued capital expenditures		32		97		209		212 - 252
Total investment		79		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)		3		(9)		7
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)		1		(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.

Page 9

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.

Page 11

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.

Page 12

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.

Page 13

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.

Page 14

^●  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.

Page 15

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.

Page 16

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	$0
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	$0
Depreciation and amortization of computer software	$651 million	$620 million - $645 million	$580 million - $605 million
Interest expense	$196 million	$190 million - $210 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.

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. 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.

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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

Page 26

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		2021
Capital expenditures		152		131		460		364		487
Remove: IFRS adjustment to cash basis		(8)		(1)		(53)		-		54
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.

Page 29

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.

Page 30

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.

Page 31

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

Page 33

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.

Page 34

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		-		-		7		18		-		25
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)		30		-		(12)		(18)		-		-
(Loss) income before tax and equity method investments		(208)		-		101		905		-		798
Share of post-tax losses in equity method investments		-		-		-		(525)		-		(525)
Share of post-tax earnings (losses) in subsidiaries		436		-		(2)		85		(519)		-
Tax (expense) benefit		-		-		(16)		8		-		(8)
Earnings from continuing operations		228		-		83		473		(519)		265
Loss from discontinued operations, net of tax		-		-		-		(37)		-		(37)
Net earnings		228		-		83		436		(519)		228
Earnings attributable to common shareholders		228		-		83		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		-		-		7		19		-		26
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)		87		-		(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)		-		(552)
Share of post-tax earnings in subsidiaries		1,392		-		2		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)		-		(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

Page 39

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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