Thomson Reuters Applications F4 Registration of securities

As filed with the Securities and Exchange Commission on February 11, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-10 and FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


Form F-10		Form F-4
THOMSON REUTERS CORPORATION (Exact name of Registrant as specified in its charter)		TR FINANCE LLC (Exact name of Registrant as specified in its charter) (FOR ADDITIONAL CO- REGISTRANTS, PLEASE SEE THE TABLE OF CO-REGISTRANTS ON THE FOLLOWING PAGE)
Ontario, Canada (Province or other jurisdiction of incorporation or organization)		Delaware (State or other jurisdiction of incorporation or organization)

2741 (Primary Standard Industrial Classification Code Number (if applicable))

98-0176673 (I.R.S. Employer Identification Number (if applicable))		84-3786645 (I.R.S. Employer Identification Number)

19 Duncan Street Toronto, Ontario M5H 3H1, Canada (647) 480-7000 (Address and telephone number of Registrant’s principal executive offices)		2900 Ames Crossing Road Suite 100 Eagan, Minnesota 55121 (651) 687-7000 (Address and telephone number of Registrant’s principal executive offices)

Thomson Reuters Holdings Inc.

3 Times Square

New York, New York 10036

(651) 687-7000

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Jennifer Ruddick

Thomson Reuters Corporation

19 Duncan Street

Toronto, Ontario M5H 3H1, Canada

(647) 480-7000

Mile Kurta, Esq.

Christopher R. Bornhorst, Esq.

Torys LLP

1114 Avenue of the Americas, 23^rd Floor

New York, New York 10036

(212) 880-6000

David Forrester, Esq.

Torys LLP

79 Wellington St. W., 30^th Floor

Box 270, TD South Tower

Toronto, Ontario M5K 1N2, Canada

(416) 865-0040

Approximate date of commencement of proposed sale of the securities to the public: Pursuant to Rule 162 under the Securities Act, the Exchange Offers described herein will commence as soon as practicable after the date of this Registration Statement. The Exchange Offers cannot, however, be completed prior to the time this Registration Statement becomes effective. Accordingly, any actual acceptance of securities for exchange pursuant to the Exchange Offers will occur only after this Registration Statement is effective, subject to the conditions set forth in this Registration Statement.

Form F-10

Province of Ontario, Canada

(Principal jurisdiction regulating this offering (if applicable))

It is proposed that this filing shall become effective (check appropriate box):


A. ☐		upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B. ☒		at some future date (check the appropriate box below)

	1.	☐	pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7 calendar days after filing).

	2.	☐	pursuant to Rule 467(b) on ( ) at ( ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).

	3.	☐	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.

	4.	☒	after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☐

Form F-4

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act of 1933, as amended, or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.

TABLE OF ADDITIONAL REGISTRANTS

Form F-4


Exact Name of Co-Registrant as Specified in its Charter	I.R.S. Employer Identification No.	State or Other Jurisdiction of Incorporation or Organization	Address and Telephone Number of Principal Executive Offices
Thomson Reuters Applications Inc.	74-3053016	Delaware	2900 Ames Crossing Road Suite 100 Eagan, Minnesota 55121 (651) 687-7000

Thomson Reuters (Tax & Accounting) Inc.	75-1297386	Texas	2395 Midway Road Carrollton, Texas 75006 (800) 327-8829

West Publishing Corporation	41-1426973	Minnesota	2900 Ames Crossing Road Suite 100 Eagan, Minnesota 55121 (651) 687-7000

Name, Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Registrant’s Agent for Service:

Thomson Reuters Holdings Inc.

3 Times Square

New York, New York 10036

(651) 687-7000

PART I

INFORMATION REQUIRED TO BE DELIVERED

TO OFFEREES OR PURCHASERS

The information in this preliminary short form prospectus may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary short form prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

No securities regulatory authority has expressed an opinion about these securities and it is an offense to claim otherwise. Information has been incorporated by reference in this preliminary short form prospectus from documents filed with securities regulatory authorities in Canada and filed with, or furnished to, the U.S. Securities and Exchange Commission. Copies of the documents incorporated herein by reference may be obtained on request without charge from Thomson Reuters Corporation, Attention: Investor Relations Department, 3 Times Square, New York, New York 10036, United States (telephone: 1.322.219.1046), and are also available electronically at www.sedarplus.ca and www.sec.gov.

PRELIMINARY SHORT FORM PROSPECTUS


Secondary Offering		February 11, 2025

TR Finance LLC

Offers to Exchange

All Outstanding Notes or Debentures of Each of the Series Specified Below

and Solicitations of Consents to Amend the Related Indentures

Early Tender Time: 5:00 p.m., New York City time, February 25, 2025, unless extended

Expiration Time: 5:00 p.m., New York City time, March 17, 2025, unless extended

Thomson Reuters Corporation (“TRC”) is offering to exchange, as further described herein, all validly tendered and accepted Old Notes (as defined herein) issued by TRC by delivering New Notes (as defined herein) to be issued by TR Finance LLC (“TR Finance”), as described in, and the consideration summarized in, the table below (the “Exchange Offers” and each, an “Exchange Offer”). This prospectus qualifies the distribution by TRC, as selling securityholder, of the New Notes. See “Selling Securityholder”. The New Notes will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest by TRC, as well as West Publishing Corporation (“West Publishing”), Thomson Reuters Applications Inc. (“Thomson Reuters Applications”) and Thomson Reuters (Tax & Accounting) Inc. (“Thomson Reuters Tax & Accounting”), each of which is an indirect subsidiary of TRC (collectively, the “Subsidiary Guarantors”), on a joint and several basis (each of TRC and the Subsidiary Guarantors is individually referred to as a “Guarantor” and collectively, the “Guarantors”). Each series of New Notes issued pursuant to the Exchange Offers will have the same interest rate, interest payment dates and maturity date, and the economic terms of the optional redemption provisions will be the same, as the corresponding series of the exchanged Old Notes and other terms that are substantially similar in all material respects to the Old Notes, with those variations described under “Description of the Differences Between the New Notes and the Old Notes”. The Subsidiary Guarantors will guarantee the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture (as defined herein)) on the same basis that the Subsidiary Guarantors will guarantee the New Notes upon closing of the Exchange Offers. As such, it is expected that the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) and the New Notes will be effectively pari passu. See “Description of the Differences Between the New Notes and the Old Notes.” On or about the Settlement Date (as defined herein), it is anticipated that the Thomson Reuters Base Indenture (as defined herein) will be amended and restated to give effect to the guarantees of the Old Notes and other series of notes under the Thomson Reuters Indenture by the Subsidiary Guarantors, as described above. Unless otherwise specified, all amounts, including the consideration for New Notes offered hereby, are in U.S. dollars.

In connection with the Exchange Offers, TRC will be soliciting consents from each holder of Old Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the Thomson Reuters Indenture to modify certain provisions applicable to the respective series of Old Notes, including certain covenants and related definitions, to

modify or eliminate certain reporting requirements, restrictive covenants and events of default in order to ease

administration of TRC’s indebtedness (the “Consent Solicitations”, and each, a “Consent Solicitation”). As discussed further below, holders may not consent to the Proposed Amendments without tendering their Old Notes in the applicable Exchange Offer and may not tender their Old Notes for exchange without consenting to the applicable Proposed Amendments.


				In respect of Old Notes tendered at or prior to the Early Tender Time ⁽¹⁾⁽²⁾				In respect of Old Notes tendered after the Early Tender Time and prior to the Expiration Time ⁽¹⁾⁽²⁾
				Exchange Consideration ⁽¹⁾⁽²⁾		Consent Solicitation Fee		Exchange Consideration ⁽¹⁾⁽²⁾		Consent Solicitation Fee
Aggregate Principal Amount Outstanding	Series of Notes Issued by TRC to be Exchanged (collectively, the “Old Notes”)	CUSIP No.	Series of Notes to be Issued by TR Finance (collectively, the “New Notes”)	New Notes (principal amount)		Cash		New Notes (principal amount)		Cash
$500,000,000	3.350% Notes due 2026	884903BV6	3.350% Notes due 2026 (the “New 2026 Notes”)	$	1,000	$	2.50	$	970	$	0.00
$500,000,000	5.850% Notes due 2040	884903BH7	5.850% Notes due 2040 (the “New 2040 Notes”)	$	1,000	$	2.50	$	970	$	0.00
$119,045,000	4.500% Notes due 2043	884903BM6	4.500% Notes due 2043 (the “New 4.50% 2043 Notes”)	$	1,000	$	2.50	$	970	$	0.00
$350,000,000	5.650% Notes due 2043	884903BP9	5.650% Notes due 2043 (the “New 5.65% 2043 Notes”)	$	1,000	$	2.50	$	970	$	0.00
$400,000,000	5.500% Debentures due 2035	884903AY1	5.500% Debentures due 2035 (the “New 2035 Debentures”)	$	1,000	$	2.50	$	970	$	0.00

Notes:

(1)	Consideration per $1,000 principal amount of Old Notes validly tendered and accepted, subject to any rounding as described herein.

(2)	The term “New Notes” in this column refers, in each case, to the series of New Notes corresponding to the series of Old Notes of like maturity and coupon set forth in the applicable row.

All expenses in connection with the Exchange Offers and Consent Solicitations (other than commissions or concessions of any brokers or dealers) will be borne directly or indirectly by TRC.

TRC’s offer to exchange New Notes for Old Notes will commence on February 11, 2025. In respect of each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New York City time, on February 25, 2025, unless extended (as extended or otherwise, the “Early Tender Time”) and not validly withdrawn, holders will receive the exchange consideration of $1,000 principal amount of New Notes of the applicable series (the “Total Consideration”) in exchange for such Old Notes, as well as a consent solicitation fee in the amount of $2.50 in cash (the “Consent Solicitation Fee”) for consenting to the Proposed Amendments by tendering such Old Notes, all as set out in the table above.

In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Tender Time but prior to the Expiration Time (as defined herein) and not validly withdrawn, holders will receive the exchange consideration of $970 principal amount of New Notes of the applicable series, as set out in the table above (the “Exchange Offer Consideration”). Holders who have validly consented to the Proposed Amendments by tendering such Old Notes after the Early Tender Time but prior to the Expiration Time will not receive the Consent Solicitation Fee.

If a holder validly tenders Old Notes before the Early Tender Time, they may validly withdraw their tender in respect of such Old Notes at any time prior to the Expiration Time, but such holder will not receive the Total Consideration and the Consent Solicitation Fee unless such holder validly re-tenders such notes before the Early Tender Time. Tenders of Old Notes may not be withdrawn after the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time after 12:00 Midnight, New York City time, on April 12, 2025, pursuant to Section 14(d)(5) of the U.S. Exchange Act (as defined herein) (as applicable to the Exchange Offers by way of Rule 162(a)(2) under the U.S. Securities Act (as defined herein)) (the “Extended Withdrawal Period”). Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

Other than the identity of the issuer, the terms of each series of the New Notes are economically identical and otherwise substantially similar in all material respects to the corresponding series of Old Notes, with those variations described under “Description of the Differences Between the New Notes and the Old Notes.” Each series of the New Notes will be fully and unconditionally guaranteed by TRC and the Subsidiary Guarantors, on a joint and several basis. Each series of the New Notes will have the same financial terms and substantially similar covenants as the corresponding series of Old Notes. The Old Notes are obligations of TRC and were issued under the Amended and Restated Indenture, dated as of December 21, 2010 (the “Thomson Reuters Base Indenture”), as amended, supplemented or otherwise modified by the Eighth Supplemental Indenture dated May 9, 2016 (the “2026 Old Notes Supplemental Indenture”), the Eighteenth Supplemental Indenture dated March 30, 2010 (the “2040 Old Notes Supplemental Indenture”), the Second Supplemental Indenture dated May 23, 2013 (the “4.50% 2043 Old Notes Supplemental Indenture”), the Fourth Supplemental Indenture dated November 21, 2013 (the “5.65% 2043 Old Notes Supplemental Indenture”) and the Seventh Supplemental Indenture dated August 9, 2005 (the “2035 Old Debentures Supplemental Indenture”, and together with the 2026 Old Notes Supplemental Indenture, the 2040 Old Notes Supplemental Indenture, the 4.50% 2043 Old Notes Supplemental Indenture and the 5.65% 2043 Old Notes Supplemental Indenture, the “Thomson Reuters Supplemental Indentures”, and together with the Thomson Reuters Base Indenture, the “Thomson Reuters Indenture”), among TRC, Computershare Trust Company of Canada (the “Canadian Trustee”) and Deutsche Bank Trust Company Americas (the “U.S. Trustee”, together with the Canadian Trustee, the “Trustees” and each trustee acting in such capacity for a specific series of New Notes is referred to as a “Trustee”). The New Notes will be issued under a trust indenture to be entered into in connection with the Exchange Offers for the Old Notes on the Settlement Date (as defined herein), as may be amended and supplemented from time to time, among TR Finance, TRC, the Subsidiary Guarantors, the Canadian Trustee and the U.S. Trustee (the “TR Finance Indenture”).

Interest will continue to accrue on the tendered Old Notes from the most recent interest payment date of the tendered Old Note to, but not including, the Settlement Date (as defined herein), irrespective of whether a record date for payment falls before or after the Settlement Date, which interest will be paid by TRC on the next interest payment date (and not on the Settlement Date). Interest on the applicable New Note will accrue from and including the Settlement Date to, but not including, the next interest payment date, which interest will be paid by TR Finance on the next interest payment date. Consequently, holders of New Notes who validly tender their Old Notes prior to the Early Tender Time and receive the Total Consideration will receive the same total amount of interest payments that they would have received had they not exchanged their Old Notes in the applicable Exchange Offer. Holders who trade, or otherwise dispose of, their New Notes prior to the first applicable record date for payment of interest following the Settlement Date will not be entitled to receive any interest on the applicable New Note or the corresponding tendered Old Note. Holders of Old Notes that are accepted for exchange will be deemed to have (i) agreed to defer payment by TRC of the interest accrued on the tendered Old Notes to (but not including) the Settlement Date until the first interest payment date of the corresponding New Notes, and (ii) waived the right to receive any payment from TRC in respect of interest accrued on such Old Notes from and including the Settlement Date. Interest will continue to accrue on Old

Notes that are not tendered in the applicable Exchange Offer in accordance with the terms of such Old Notes. Subject to the minimum denominations as described herein, the principal amount of each New Note will be rounded down, if necessary, to the nearest integral multiple of $1,000 and TRC will pay cash equal to the difference between (i) the principal amount of the New Notes to which the tendering holder would otherwise be entitled and (ii) the principal amount of the New Notes actually issued.

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on March 17, 2025, unless extended (as extended or otherwise, the “Expiration Time”). Holders may withdraw tendered Old Notes at any time before the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time during the Extended Withdrawal Period. As of the date of this prospectus, there was an aggregate of US$1,869,045,000 U.S. dollar denominated aggregate principal amount of outstanding Old Notes.

Holders may not consent to the Proposed Amendments without tendering their Old Notes in the applicable Exchange Offer and may not tender their Old Notes for exchange without consenting to the applicable Proposed Amendments. By tendering Old Notes for exchange, holders will be deemed to have validly delivered their consent to the Proposed Amendments with respect to that specific series, as further described under “The Proposed Amendments”. Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

The consummation of each Exchange Offer and Consent Solicitation is subject to, and conditional upon, the satisfaction or waiver of the conditions discussed under “The Exchange Offers and Consent Solicitations — Conditions to the Exchange Offers and Consent Solicitations”. TRC may, at its option and in its sole discretion, waive any such conditions with respect to any of the Exchange Offers or Consent Solicitations, except the condition that the registration statement of which this prospectus forms a part has been declared effective under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and the condition that the Ontario Securities Commission (the “OSC”) has issued a receipt for the final prospectus relating to the Exchange Offers and Consent Solicitations in accordance with Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions (“MI 11-102”) on behalf of itself and the securities commissions in each of the other Provinces of Canada (the “Qualifying Authorities”). All conditions to the Exchange Offers and Consent Solicitations must be satisfied or, where permitted, waived, at or by the Expiration Time.

Subject to applicable law, each Exchange Offer and Consent Solicitation is being made independently of the other Exchange Offers and Consent Solicitations, and TRC reserves the right to terminate, withdraw, amend or waive any condition to each Exchange Offer and Consent Solicitation independently of the other Exchange Offers and Consent Solicitations at any time and from time to time, as described in this prospectus.

TRC plans to deliver the New Notes in book-entry form only through the facilities of The Depository Trust Company (“DTC”) and pay the Consent Solicitation Fee on or about the third business day following the Expiration Time (the “Settlement Date”). The Old Notes are not and will not be listed on any securities exchange. We intend to apply to list the New Notes on a U.S. national securities exchange. There can be no assurance that any series of New Notes will be listed on any securities exchange or as to the development or liquidity of any market for any series of the New Notes.

We are permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements of TRC and its consolidated subsidiaries (collectively, “Thomson Reuters”) included or incorporated by reference in this prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Therefore, Thomson Reuters’ consolidated financial statements and information included or incorporated by reference in this prospectus may not be comparable to financial statements prepared in accordance with U.S. generally accepted accounting principles. Thomson Reuters’ financial statements are audited in accordance with the standards of the Public Company Accounting

Oversight Board (PCAOB). PricewaterhouseCoopers LLP, TRC’s independent registered public accounting firm, has advised that they are independent of TRC within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario, and has complied with the auditor independence rules of the U.S. Securities and Exchange Commission (the “SEC”) and the requirements of the PCAOB.

Owning New Notes may have tax consequences in both the United States and Canada. This prospectus may not describe these tax consequences fully. You should consult your own tax advisor with respect to your own particular circumstances and read the tax discussion in this prospectus.

The ability of investors to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that TRC is incorporated under the laws of the Province of Ontario, Canada, some of the officers and directors of TRC, TR Finance and the Subsidiary Guarantors and some of the experts named in this prospectus and the documents incorporated by reference herein are non-U.S. residents, and some of Thomson Reuters’ assets and some of the assets of those officers, directors and experts may be located outside of the United States.

TR Finance, the Subsidiary Guarantors, certain of the directors of TRC, TR Finance and the Subsidiary Guarantors, and certain of the individuals who signed a certificate of this prospectus, including Erin C. Brown, Richard Napolitano, Sean Cannizzaro, Karen Hirsh, Steve Hasker, Michael Eastwood, Michael E. Daniels, Ragunath Ramanathan, Ryan Kessler, Elizabeth Beastrom and Brian Wilson, are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or reside outside of Canada. These individuals and entities have appointed TRC’s Canadian subsidiary, Thomson Reuters Canada Limited, 19 Duncan Street, Toronto, Ontario M5H 3H1, Canada, as their agent for service of process in Canada. Noteholders are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the person has appointed an agent for service of process in Canada.

Prospective investors should be aware that, during the period of the Exchange Offers, the registrant or its affiliates, directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or certain related securities, as permitted by applicable laws or regulations of Canada or its provinces.

NEITHER THE SEC NOR ANY STATE OR PROVINCIAL SECURITIES COMMISSION OR SIMILAR AUTHORITY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TR Finance’s registered office is 251 Little Falls Drive, Wilmington, Delaware 19808, United States, and TR Finance’s head office is 2900 Ames Crossing Road, Suite 100, Eagan, Minnesota 55121, United States.

This investment involves risks. Prior to participating in the Exchange Offers and Consent Solicitations, please see the sections of this prospectus entitled “Cautionary Note Concerning Factors That May Affect Future Results” and “Risk Factors” for a discussion of the risks that holders should consider in connection with their investment in the New Notes.

There is currently no market through which the New Notes may be sold, and holders may not be able to resell New Notes received under this prospectus. This may affect the pricing of the New Notes in the secondary market, the transparency and availability of trading prices, the liquidity of the New Notes and the extent of issuer regulation. See “Risk Factors — Risk Factors Related to the New Notes — There may not be a trading market for the New Notes.”

If holders do not tender their Old Notes and the Exchange Offers are consummated, the applicable trading market for outstanding Old Notes may be significantly more limited. See “Risk Factors — Risk Factors Related to the Exchange Offers and Consent Solicitations — The liquidity of the Old Notes that are not exchanged will be reduced.”

Information with respect to a purchaser’s right to withdraw from or rescind an agreement to purchase New Notes is provided below. See “Purchasers’ Statutory Rights”.

This prospectus does not constitute an offer to buy or sell or a solicitation of an offer to buy or sell either Old Notes or New Notes in any jurisdiction in which, or to or from any person to or from whom it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this prospectus in certain jurisdictions (including, but not limited to the Cayman Islands, the European Economic Area (the “EEA”) (including, without limitation, Belgium, France and Italy), Hong Kong, Switzerland and the United Kingdom) may be restricted by law. Persons into whose possession this prospectus comes are required by TR Finance, TRC, the Subsidiary Guarantors, the Dealer Managers (as defined herein) and the Exchange Agent and Information Agent (as defined herein) to inform themselves about, and to observe, any such restrictions. See “Notices to Certain Non-U.S. and Non-Canadian Holders”.

None of TR Finance, TRC, the Subsidiary Guarantors, the Dealer Managers, the Exchange Agent and Information Agent, the Trustees or any other person, makes any recommendation as to whether holders of Old Notes should exchange their Old Notes in the Exchange Offers or provide their consent in connection with the Consent Solicitations.

No underwriter or dealer has been involved in the preparation of, or has performed any review of the contents of, this prospectus.

The dealer managers for the Exchange Offers and the solicitation agents for the Consent Solicitations (together, the “Dealer Managers”) are:

Lead Dealer Manager and Solicitation Agent:

J.P. Morgan

Co-Dealer Manager and Solicitation Agent:

RBC Capital Markets

The date of this prospectus is February 11, 2025.

TABLE OF CONTENTS


	Page
ABOUT THIS PROSPECTUS		1
WHERE HOLDERS CAN FIND MORE INFORMATION		1
NON-IFRS MEASURES		1
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES		2
DOCUMENTS INCORPORATED BY REFERENCE		4
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS		4
IMPORTANT TIMES AND DATES		6
SUMMARY		8
RISK FACTORS		31
THOMSON REUTERS		40
TR FINANCE		41
SUBSIDIARY GUARANTORS		41
CAPITALIZATION AND INDEBTEDNESS OF TRC		42
CAPITALIZATION AND INDEBTEDNESS OF TR FINANCE		44
SELECTED CONSOLIDATED FINANCIAL INFORMATION		44
INTEREST COVERAGE OF TRC		50
INTEREST COVERAGE OF TR FINANCE		51
PRIOR SALES		51
USE OF PROCEEDS		51
SELLING SECURITYHOLDER		51
THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS		52
DESCRIPTION OF THE DIFFERENCES BETWEEN THE NEW NOTES AND THE OLD NOTES		66
THE PROPOSED AMENDMENTS		71
DESCRIPTION OF NEW NOTES		75
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES		99
CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES		107
LEGAL MATTERS		111
NOTICES TO CERTAIN NON-U.S. AND NON-CANADIAN HOLDERS		112
EXPERTS		116
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT		117
PURCHASERS’ STATUTORY RIGHTS		117

ABOUT THIS PROSPECTUS

In this prospectus, “TR Finance” refers to TR Finance LLC, “TRC” refers to Thomson Reuters Corporation, “West Publishing” refers to West Publishing Corporation, “Thomson Reuters Applications” refers to Thomson Reuters Applications Inc., “Thomson Reuters (Tax & Accounting)” refers to Thomson Reuters (Tax & Accounting) Inc., “Guarantors” refers to TRC, West Publishing, Thomson Reuters Applications and Thomson Reuters (Tax & Accounting) and “Subsidiary Guarantors” refers to West Publishing, Thomson Reuters Applications and Thomson Reuters (Tax & Accounting). The words “we,” “us,” “our,” “our company” and “Thomson Reuters” refer to, collectively, TRC and its consolidated subsidiaries (including, for greater certainty, TR Finance and the Subsidiary Guarantors), unless the context requires otherwise. Unless otherwise indicated, references in this prospectus to “$”, “US$”, or “dollars” are to U.S. dollars, and references to “C$” are to Canadian dollars.

This prospectus does not contain all of the information contained in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. Holders should refer to the registration statement and the exhibits to the registration statement for further information with respect to TR Finance and the New Notes.

The financial statements of Thomson Reuters are presented in accordance with IFRS, as issued by the International Accounting Standards Board. Therefore, Thomson Reuters’ consolidated financial statements and information included or incorporated by reference in this prospectus may not be comparable to financial statements prepared in accordance with U.S. generally accepted accounting principles. Thomson Reuters’ financial statements are audited in accordance with the standards of the Public Company Accounting Oversight Board.

WHERE HOLDERS CAN FIND MORE INFORMATION

Information has been incorporated by reference in this prospectus from documents filed with the securities regulatory authorities in Canada and filed with, or furnished to, the SEC in the United States. Copies of the documents incorporated by reference in this prospectus may be obtained upon written or oral request without charge from Thomson Reuters Corporation, Attention: Investor Relations Department, 3 Times Square, New York, New York 10036, United States (telephone: 1.322.219.1046), and are also available electronically on the Thomson Reuters website at www.thomsonreuters.com. The information on the Thomson Reuters website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus, and the reference to the Thomson Reuters website in this prospectus is an inactive textual reference only.

Holders may also access Thomson Reuters’ disclosure documents and any reports, statements or other information that Thomson Reuters files with the securities regulatory authorities in each of the provinces of Canada through the Internet on the Canadian System for Electronic Data Analysis and Retrieval +, which is commonly known by the acronym SEDAR+ and which may be accessed at www.sedarplus.ca. SEDAR+ is the Canadian equivalent of the SEC’s Electronic Document Gathering and Retrieval System, which is commonly known by the acronym EDGAR and which may be accessed at www.sec.gov. In addition to Thomson Reuters’ continuous disclosure obligations under the securities laws of the provinces of Canada, TRC is subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and, in accordance with the U.S. Exchange Act, TRC files with and furnishes to the SEC reports and other information. Thomson Reuters’ filings are also electronically available from commercial document retrieval services, such as Westlaw.

Under the multijurisdictional disclosure system adopted by the United States and Canada, Thomson Reuters is permitted to incorporate by reference in this prospectus certain information it files with or furnishes to the SEC and the securities regulatory authorities in Canada, which means that Thomson Reuters can disclose important information to holders by referring holders to those documents. Information incorporated by reference is an important part of this prospectus. Information incorporated by reference must be filed as exhibits to the joint registration statement on Form F-10 and F-4 of which this prospectus forms a part.

NON-IFRS MEASURES

Thomson Reuters uses non-IFRS financial measures, which include ratios that incorporate one or more non-IFRS financial measures, as supplemental indicators of Thomson Reuters’ operating performance and

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financial position as well as for internal planning purposes, Thomson Reuters’ management incentive programs and Thomson Reuters’ business outlook. Thomson Reuters believes non-IFRS financial measures provide more insight into Thomson Reuters’ 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.

Thomson Reuters’ non-IFRS financial measures include:

●

Adjusted EBITDA and the related margin;

●

Adjusted EBITDA less accrued capital expenditures and the related margin;

●

Accrued capital expenditures as a percentage of revenues;

●

Adjusted earnings and adjusted earnings per share (EPS);

●

Effective tax rate on adjusted earnings;

●

Net debt and leverage ratio of net debt to adjusted EBITDA;

●

Free cash flow; and

●

Return on invested capital.

Thomson Reuters also reports changes in its revenues, operating expenses, adjusted EBITDA and the related margin, and adjusted EPS before the impact of foreign currency (or at “constant currency” or excluding the effects of currency), which is determined by converting the current and equivalent prior period’s local currency results using the same foreign currency exchange rate. These measures remove the impacts from changes in foreign currency exchange rates to provide better comparability of Thomson Reuters’ business trends from period to period. Thomson Reuters reports changes in revenues of its existing businesses at constant currency (or on an “organic” basis). Organic revenue growth excludes the distortive impacts of acquisitions and dispositions from owning the businesses in both comparable periods, and serves as a better measure of Thomson Reuters’ ability to grow its business over the long term. Thomson Reuters also reports revenues and adjusted EBITDA and the related margin on a combined basis for its Legal Professionals, Corporates and Tax & Accounting Professionals segments, which it refers to as its “Big 3” segments. The “Big 3” segments comprise approximately 80% of revenues and represent the core of Thomson Reuters’ business information service product offerings. Descriptions of non-IFRS financial measures used by Thomson Reuters, including an explanation of why Thomson Reuters believes they are useful measures of its performance, including Thomson Reuters’ ability to generate cash flow, and reconciliations to the most directly comparable IFRS financial measures are found in each of TRC’s management’s discussion and analysis for the three and nine months ended September 30, 2024 and the year ended December 31, 2023, each of which is incorporated by reference in this prospectus.

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

Notice to U.S. Investors

TRC is incorporated under and governed by the Business Corporations Act (Ontario), or the OBCA. The controlling shareholder of TRC and some of the directors and officers of TR Finance and the Guarantors, as well as certain of the experts named in this prospectus and the documents incorporated by reference into this prospectus, are non-U.S. residents and all or a substantial portion of their assets and a substantial portion of TRC’s assets are located outside of the United States. It may be difficult for holders of New Notes to effect service within the United States upon TRC’s controlling shareholder, the directors and officers of TR Finance and the Guarantors and the experts named in this prospectus and any documents incorporated by reference into this prospectus who are not residents of the United States or to enforce against them in the United States

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judgments of courts of the United States predicated upon civil liability under United States federal securities laws. While we believe that a monetary judgment of a United States court predicated solely upon civil liability under United States federal securities laws would likely be enforceable in Canada if the United States court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes, we cannot assure holders that this will be the case. It is less certain that an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.

Notice to Canadian Investors

TR Finance is a limited liability company formed under the laws of the State of Delaware, West Publishing is a corporation formed under the laws of the State of Minnesota, Thomson Reuters Applications is a corporation formed under the laws of the State of Delaware and Thomson Reuters (Tax & Accounting) is a corporation formed under the laws of the State of Texas.

TR Finance, the Subsidiary Guarantors, certain of the directors of TRC, TR Finance and the Subsidiary Guarantors, and certain of the individuals who signed a certificate of this prospectus reside outside of Canada. These individuals and entities have appointed TRC’s Canadian subsidiary, Thomson Reuters Canada Limited, as their agent for service of process in Canada:

Name of Person

Name and Address of Agent

TR Finance LLC

West Publishing Corporation

Thomson Reuters Applications Inc.

Thomson Reuters (Tax & Accounting) Inc.

Erin C. Brown

Richard Napolitano

Sean Cannizzaro

Karen Hirsh

Steve Hasker

Michael Eastwood

Michael E. Daniels

Ragunath Ramanathan

Ryan Kessler

Elizabeth Beastrom

Brian Wilson

Thomson Reuters Canada Limited
19 Duncan Street
Toronto, Ontario M5H 3H1, Canada

Noteholders are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the person has appointed an agent for service of process in Canada.

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DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have been filed with the securities regulatory authorities in Canada and filed with, or furnished to, the SEC, are specifically incorporated by reference in this prospectus:

●

TRC’s audited consolidated financial statements for the year ended December 31, 2023 and the accompanying auditor’s report thereon;

●

TRC’s management’s discussion and analysis for the year ended December 31, 2023;

●

TRC’s annual report for the year ended December 31, 2023 (which also constitutes an annual information form);

●

TRC’s management proxy circular dated April 22, 2024, related to its annual meeting of shareholders held on June 5, 2024;

●

TRC’s unaudited consolidated interim financial statements for the three and nine months ended September 30, 2024;

●

TRC’s management’s discussion and analysis for the three and nine months ended September 30, 2024; and

●

TRC’s press release dated February 6, 2025 in respect of the announcement of TRC’s financial results for the quarter and year ended December 31, 2024.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained herein, or in any other subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any information set forth in the document that it modifies or supersedes. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Any documents of the type referred to above, all material change reports (excluding confidential material change reports, if any), business acquisition reports and any “template version” of any “marketing materials” (each as defined in National Instrument 41-101 — General Prospectus Requirements) that TRC or TR Finance files with the securities regulatory authorities in Canada after the date of this prospectus and prior to the termination of the distribution of New Notes shall be deemed to be incorporated by reference into this prospectus. Each annual report on Form 40-F (or another applicable form) filed by TRC with the SEC will be incorporated by reference in the registration statement of which this prospectus forms a part. In addition, any report on Form 6-K (or another applicable form) filed or furnished by TRC with the SEC after the date of this prospectus shall be deemed to be incorporated by reference in the registration statement only if and to the extent expressly provided in such report. TRC’s reports on Form 6-K and its annual report on Form 40-F (and other SEC filings made by TRC) are available at the SEC’s website at www.sec.gov.

Holders should rely only on the information contained in or incorporated by reference in this prospectus and on the other information included in the registration statement of which this prospectus forms a part. Neither TRC nor TR Finance have authorized anyone to provide holders with different or additional information. Neither TRC nor TR Finance is making an offer of New Notes, respectively, in any jurisdiction where the offer is not permitted by law. Holders should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus.

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

This prospectus contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. When used in this prospectus or in the documents incorporated by reference herein, the words “will,” “expect,” “believe,” “target,” “estimate,” “could,” “should,” “intend,”

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“predict”, “project” and similar expressions identify forward-looking statements. While Thomson Reuters believes that it has a reasonable basis for making forward-looking statements in this prospectus, they are not a guarantee of future performance or outcomes and there is no assurance that any of the 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. These risks include, but are not limited to:

●

uncertainty, downturns and changes in the markets that our company serves;

●

failures of artificial intelligence (“AI”) initiatives to enhance products or meet customer expectations;

●

actions of competitors;

●

failure to keep pace with rapid technological developments to provide new products, services, applications and functionalities to meet customers’ needs, attract new customers and retain existing ones, or expand into new geographic markets and identify areas of higher growth;

●

failure to derive fully the anticipated benefits from existing or future acquisitions, dispositions or other strategic investments, including joint ventures and investments;

●

failure to protect the brands and reputation of Thomson Reuters;

●

fraudulent or unpermitted data access or other cyber-security or privacy breaches;

●

social and ethical issues from the use of AI or other evolving technologies in our products could result in reputational or competitive harm, or result in legal liability;

●

failures or disruptions of data centers, network systems, telecommunications, or the Internet;

●

failure to attract, engage and retain high quality, talented and diverse management and key employees;

●

failure to adapt to organizational changes and effectively implement strategic initiatives;

●

failure to meet the challenges involved in operating globally, including risks associated with persisting geopolitical tensions and ongoing protectionism measures (including the potential imposition of new tariffs as well as related retaliatory measures);

●

dependency on third parties for data, information and other services;

●

changes to law and regulations related to privacy, data security, data protection, the use of AI and other areas;

●

inadequate protection of intellectual property rights;

●

tax matters, including changes to tax laws, regulations and treaties;

●

threat of legal actions and claims;

●

risk of antitrust/competition-related claims or investigations;

●

failure to maintain a high renewal rate for recurring, subscription-based arrangements;

●

fluctuations in foreign currency and interest rates;

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●

downgrading of credit ratings limit access to debt markets or increase borrowing costs;

●

the effect of factors outside of the control of Thomson Reuters on funding obligations in respect of pension and post-retirement benefit arrangements;

●

impairment charges associated with goodwill and other identifiable intangible assets;

●

actions or potential actions that could be taken by TRC’s principal shareholder, The Woodbridge Company Limited (“Woodbridge”); and

●

the ability of Thomson Reuters Founders Share Company to affect TRC’s governance and management.

These factors and other risk factors described herein, including under the section of this prospectus entitled “Risk Factors”, and in some of the documents incorporated by reference in this prospectus represent risks that management believes are material. There is no assurance that any forward-looking statements will materialize. Holders are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of the date of this prospectus. Except as may be required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements. Additional factors are discussed in our materials filed with the securities regulatory authorities in Canada and filed with, or furnished to, the SEC from time to time, including TRC’s annual information form for the year ended December 31, 2023, which is contained in TRC’s annual report on Form 40-F for the year ended December 31, 2023, and the other documents incorporated by reference herein.

IMPORTANT TIMES AND DATES

Please take note of the following important times and dates in connection with the Exchange Offers and Consent Solicitations. These dates assume no extension of the Early Tender Time or the Expiration Time applicable to the Exchange Offers and Consent Solicitations.


Date	Time and Calendar Date	Event
Commencement Date	February 11, 2025	The commencement of the Exchange Offers and Consent Solicitations.

Early Tender Time	5:00 p.m., New York City time, on February 25, 2025, unless extended.	The deadline for holders to tender Old Notes in order to be eligible to receive the applicable Total Consideration and Consent Solicitation Fee in respect of such Old Notes accepted for exchange in the Exchange Offers and Consent Solicitations. TRC reserves the right to extend the Early Tender Time without extending the Expiration Time.

Expiration Time	5:00 p.m., New York City time, on March 17, 2025, unless extended.	The deadline for holders to tender Old Notes in order to be eligible to receive the Exchange Offer Consideration for Old Notes accepted for exchange in the Exchange Offers. The deadline for holders who have validly tendered Old Notes to validly withdraw such Old Notes.

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Date	Time and Calendar Date	Event

Settlement Date	Promptly after the Expiration Time and expected to be the third business day after the Expiration Time.	If, as of the Expiration Time, all conditions have been or are concurrently satisfied or waived by TRC in respect of the Exchange Offers and Consent Solicitations for a given series of Old Notes, TRC will accept for exchange all Old Notes of such series validly tendered and not validly withdrawn pursuant to the applicable Exchange Offer and Consent Solicitation prior to the Expiration Time and pay the Total Consideration and the Consent Solicitation Fee or the Exchange Offer Consideration, as applicable. TRC will effect the Exchange Offers and Consent Solicitations by: (i) subscribing for the principal amount of each series of New Notes that corresponds to the consideration payable (taking into account the Total Consideration or Exchange Offer Consideration, as applicable) for the amount of validly tendered and accepted Old Notes of the corresponding series, (ii) satisfying repayment of the principal amount of such Old Notes by delivering to the holders thereof such New Notes, and (iii) where applicable, paying the Consent Solicitation Fee to holders as consideration for consenting to the Proposed Amendments.

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SUMMARY

This summary highlights selected information included, or incorporated by reference, in this prospectus, but does not contain all the information that may be important to holders. To understand the Exchange Offers and Consent Solicitations fully, holders should carefully consider all of the information set forth in this prospectus and the documents incorporated by reference herein, including the financial statements and the related notes. Please also see the section entitled “Where Holders Can Find More Information.” TR Finance has included references to other portions of this prospectus to direct holders to a more complete description of the topics presented in this summary. Holders should also read the section entitled “Risk Factors” for more information about important risks that they should consider before making an investment decision in the Exchange Offers and Consent Solicitations.

About Thomson Reuters

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

We derive most of our revenues from selling information and software solutions, primarily on a recurring subscription basis. Our solutions blend deep domain knowledge with software and automation tools. We believe our workflow solutions make our customers more productive, by streamlining how they operate, enabling them to focus on higher value activities. Many of our customers use our solutions as part of their workflows, which has led to strong customer retention. We believe that our customers trust us because of our history and dependability and our deep understanding of their businesses and industries, and they rely on our services for navigating a rapidly changing and increasingly complex digital world. Over the years, our business model has proven to be capital efficient and cash flow generative, and it has enabled us to maintain leading and scalable positions in our chosen market segments.

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We are organized in five reportable segments reflecting how we manage our businesses.


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

		Corporates Serves corporations, ranging from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven products, powered by emerging technologies, including generative AI, and integrated compliance workflow solutions to help them achieve their business outcomes.

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

		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 to financial market professionals exclusively via London Stock Exchange Group plc (“LSEG”) products.

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

Thomson Reuters’ businesses are supported by a corporate center that manages Thomson Reuters’ commercial and technology operations, including those around Thomson Reuters’ sales capabilities, digital customer experience, and product and content development, as well as Thomson Reuters’ global facilities. Thomson Reuters also centrally manages functions such as finance, legal and human resources.

TRC is incorporated under the OBCA. Its registered office and principal executive office is located at 19 Duncan Street, Toronto, Ontario M5H 3H1, Canada.

About TR Finance

TR Finance is an indirect 100% owned subsidiary of TRC formed under the laws of the State of Delaware. TR Finance is a financing vehicle for TRC and its consolidated subsidiaries. TR Finance has no independent operations, other than raising debt for use by Thomson Reuters, hedging such debt when appropriate and on-lending funds to companies in the Thomson Reuters group. TR Finance will lend substantially all net proceeds of its borrowings (including the cash subscription price received from TRC as consideration for the New Notes issued to TRC in connection with the Exchange Offers) to companies in the Thomson Reuters group. TR Finance’s head office is located at 2900 Ames Crossing Road, Suite 100, Eagan, Minnesota 55121, United States.

About the Subsidiary Guarantors

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Publishing’s head office is located at 2900 Ames Crossing Road, Suite 100, Eagan, Minnesota 55121, United States.

Thomson Reuters Applications is an indirect 100%-owned subsidiary of TRC formed under the laws of the State of Delaware. Thomson Reuters Applications operates part of our Legal Professionals, Tax & Accounting Professionals and Corporates businesses. Thomson Reuters Applications’ head office is located at 2900 Ames Crossing Road, Suite 100, Eagan, Minnesota 55121, United States.

Thomson Reuters Tax & Accounting is an indirect 100%-owned subsidiary of TRC formed under the laws of the State of Texas. Thomson Reuters Tax & Accounting operates part of our Tax & Accounting Professionals and Corporates businesses. Thomson Reuters Tax & Accounting’s head office is located at 2395 Midway Road, Carrollton, Texas 75006, United States.

Questions and Answers about the Exchange Offers and Consent Solicitations

Q:	Why is TRC making the Exchange Offers and Consent Solicitations?

TRC is making the Exchange Offers to optimize the Thomson Reuters group capital structure and align revenue generation to indebtedness and give existing holders of Old Notes the option to receive notes issued by TR Finance with the same financial terms and substantially similar covenants as the applicable series of Old Notes, which will satisfy repayment of the principal amount of such Old Notes.

TRC is making the Consent Solicitations to modify or eliminate certain reporting requirements, restrictive covenants and events of default in the Thomson Reuters Indenture applicable to the respective series of Old Notes in order to ease administration of TRC’s indebtedness.

Q:	Will TRC or TR Finance receive any proceeds in connection with the Exchange Offers?

Thomson Reuters will not receive any net cash proceeds on a consolidated basis from the issuance of the New Notes in connection with the Exchange Offers. TR Finance will receive from TRC the cash subscription price for the New Notes to be delivered to holders of tendered Old Notes in satisfaction of TRC’s obligation to repay the principal amount of such tendered Old Notes. TRC will not receive any cash proceeds from the delivery of the New Notes in connection with the Exchange Offers. In exchange for delivering the New Notes, which will satisfy TRC’s obligation to repay the principal amount of the tendered Old Notes, TRC will receive such tendered Old Notes, and such Old Notes will be cancelled shortly after the completion of the Exchange Offers.

Q:	What will holders receive if they tender their Old Notes in the Exchange Offers and Consent Solicitations?

Subject to the conditions described in this prospectus, for each Old Note that is validly tendered prior to 5:00 p.m., New York City time, on March 17, 2025, and not validly withdrawn, holders will be eligible, pursuant to the Exchange Offers, to receive a New Note of the applicable series (as designated in the table below), which will accrue interest at the same annual interest rate and have the same interest payment dates, same redemption terms and same maturity date as the Old Note for which it was exchanged, and may be eligible to receive the Consent Solicitation Fee pursuant to the Consent Solicitations. Specifically:

●

in respect of each $1,000 principal amount of Old Notes, as applicable, that is validly tendered prior to 5:00 p.m., New York City time, on February 25, 2025, and not validly withdrawn, holders will receive the Total Consideration, which consists of the exchange consideration of $1,000 principal amount of New Notes of the applicable series, in exchange for such Old Notes, and the Consent Solicitation Fee, which consists of $2.50 in cash, for consenting to the Proposed Amendments by tendering such Old Notes; and

●

in exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Tender Time but prior to the Expiration Time, and not validly withdrawn, holders will receive only

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the Exchange Offer Consideration, which consists of $970 principal amount of New Notes of the applicable series. Holders who have validly consented to the Proposed Amendments by tendering such Old Notes after the Early Tender Time but prior to the Expiration Time will not receive the Consent Solicitation Fee.

The New Notes will be issued under and governed by the terms of the TR Finance Indenture, described under “Description of New Notes”.

Each series of New Notes will be issued in the same minimum denomination as the corresponding series of Old Notes for which they are being offered in exchange (being $2,000 in principal amount and integral multiples of $1,000 in excess thereof for the New 2026 Notes, the New 2040 Notes, the New 4.50% 2043 Notes and the New 5.65% 2043 Notes and $1,000 in principal amount and integral multiples of $1,000 in excess thereof for the New 2035 Debentures), other than as described below. See “Description of New Notes – General.” In order to be eligible to receive New Notes pursuant to the Exchange Offers a holder must validly tender for exchange an amount of the applicable Old Notes at least equal to such minimum denomination. If, with respect to any tender of Old Notes of a particular series, TRC would be required to deliver a New Note in a denomination other than $2,000, or an integral multiple of $1,000 in excess thereof (in the case of the New 2026 Notes, the New 2040 Notes, the New 4.50% 2043 Notes and the New 5.65% 2043 Notes) or $1,000, or an integral multiple of $1,000 in excess thereof (in the case of the New 2035 Debentures), TRC will, in lieu of such delivery:

●

deliver a New Note in a principal amount that has been rounded down to the nearest lesser integral multiple of $1,000 above such minimum denomination; and

●

pay a cash amount equal to the difference between (i) the principal amount of the New Notes to which the tendering holder would otherwise be entitled and (ii) the principal amount of the New Notes actually issued in accordance with this paragraph.

Holders will not receive any payment for interest on this cash amount by reason of any delay on the part of the Exchange Agent and Information Agent in making delivery or payment to the holders entitled thereto or any delay in the allocation or crediting of securities or monies received by DTC, to participants in DTC, or in the allocation or crediting of securities or monies received by participants to beneficial owners. In no event will TR Finance or TRC be liable for interest or damages in relation to any delay or failure of payment to be remitted to any holder.

Each series of New Notes issued pursuant to the Exchange Offers will have the same interest rate, interest payment dates and maturity date, and the economic terms of the optional redemption provisions will be the same, as the corresponding series of Old Notes for which they are being offered in exchange. Interest will continue to accrue on the tendered Old Notes from the most recent interest payment date of the tendered Old Note to, but not including, the Settlement Date, irrespective of whether a record date for payment falls before or after the Settlement Date, which interest will be paid by TRC on the next interest payment date (and not on the Settlement Date). Interest on the applicable New Note will accrue from and including the Settlement Date to, but not including, the next interest payment date, which interest will be paid by TR Finance on the next interest payment date. Consequently, holders of New Notes who validly tender their Old Notes prior to the Early Tender Time and receive the Total Consideration will receive the same total amount of interest payments that they would have received had they not exchanged their Old Notes in the applicable Exchange Offer. Holders who trade, or otherwise dispose of, their New Notes prior to the first applicable record date for payment of interest following the Settlement Date will not be entitled to receive any interest on the applicable New Note or the corresponding tendered Old Note. Holders of Old Notes that are accepted for exchange will be deemed to have (i) agreed to defer payment by TRC of the interest accrued on the tendered Old Notes to (but not including) the Settlement Date until the first interest payment date of the corresponding New Notes, and (ii) waived the right to receive any payment from TRC in respect of interest accrued on such Old Notes from and including the Settlement Date. Subject to the minimum denominations as described herein, the principal amount of each New Note will be rounded

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down, if necessary, to the nearest integral multiple of $1,000 and TRC will pay cash equal to the difference between (i) the principal amount of the New Notes to which the tendering holder would otherwise be entitled and (ii) the principal amount of the New Notes actually issued.

If a holder validly tenders Old Notes before the Early Tender Time, they may validly withdraw their tender in respect of such Old Notes at any time before the Expiration Time, but such holder will not receive the Total Consideration and the Consent Solicitation Fee unless such holder validly re-tenders such notes before the Early Tender Time. Tenders of Old Notes may not be withdrawn after the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time during the Extended Withdrawal Period.


				In respect of Old Notes tendered at or prior to the Early Tender Time ⁽¹⁾⁽²⁾				In respect of Old Notes tendered after the Early Tender Time and prior to the Expiration Time ⁽¹⁾⁽²⁾
				Exchange Consideration ⁽¹⁾⁽²⁾		Consent Solicitation Fee		Exchange Consideration ⁽¹⁾⁽²⁾		Consent Solicitation Fee
Aggregate Principal Amount Outstanding	Series of Notes Issued by TRC to be Exchanged	CUSIP No.	Series of Notes to be Issued by TR Finance	New Notes (principal amount)		Cash		New Notes (principal amount)		Cash
$500,000,000	3.350% Notes due 2026	884903BV6	New 2026 Notes	$	1,000	$	2.50	$	970	$	0.00
$500,000,000	5.850% Notes due 2040	884903BH7	New 2040 Notes	$	1,000	$	2.50	$	970	$	0.00
$119,045,000	4.500% Notes due 2043	884903BM6	New 4.50% 2043 Notes	$	1,000	$	2.50	$	970	$	0.00
$350,000,000	5.650% Notes due 2043	884903BP9	New 5.65% 2043 Notes	$	1,000	$	2.50	$	970	$	0.00
$400,000,000	5.500% Debentures due 2035	884903AY1	New 2035 Debentures	$	1,000	$	2.50	$	970	$	0.00

Notes:

(1)	Consideration per $1,000 principal amount of Old Notes validly tendered and accepted, subject to any rounding as described herein.

(2)	The term “New Notes” in this column refers, in each case, to the series of New Notes corresponding to the series of Old Notes of like maturity and coupon set forth in the applicable row.

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Q:	What are the proposed amendments to the Thomson Reuters Indenture?

A:	The Proposed Amendments will, among other things, modify or eliminate certain reporting requirements, restrictive covenants and events of defaults in the Thomson Reuters Indenture applicable to the respective series of Old Notes.

Assuming all other conditions of the Exchange Offers and Consent Solicitations are satisfied or waived (except for the condition that the registration statement of which this prospectus forms a part has been declared effective under the U.S. Securities Act and the condition that the OSC has issued a receipt for the final prospectus relating to the Exchange Offers and Consent Solicitations in accordance with MI 11-102 on behalf of itself and the Qualifying Authorities, both of which may not be waived) by the Expiration Time, as applicable, the Proposed Amendments would, among other things:

●

modify Section 501 (“Events of Default”) of the Thomson Reuters Base Indenture with respect to the Old Notes to eliminate the events of default for breach of covenant (Section 501(4)) and bankruptcy and insolvency related events (Section 501(5) and Section 501(6)) (so that the only remaining events of default applicable to the Old Notes under the Thomson Reuters Base Indenture would be those listed in Section 501(1), Section 501(2), Section 501(3) and Section 501(7) of the Thomson Reuters Base Indenture, being those in respect of the default in the payment of any interest or related coupon due and payable, in the payment of the principal or premium on maturity, or in the deposit of any sinking fund or analogous payment when due, or any other event of default provided with respect to the Old Notes of that series);

●

remove Section 702(b) of the Thomson Reuters Base Indenture with respect to the Old Notes to eliminate the reporting requirements of TRC contained therein with respect to the Old Notes under Section 702 (“Reports by the Company”) of the Thomson Reuters Base Indenture (so that TRC is only required to comply with the reporting requirements under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”));

●

remove Article Eight (“Consolidation, Merger, Conveyance, Transfer or Lease”) of the Thomson Reuters Base Indenture with respect to the Old Notes to eliminate the covenants that restrict TRC from amalgamating or consolidating with or merging into any other person, or conveying, transferring or leasing its properties and assets substantially as an entirety to any person unless certain conditions are satisfied;

●

remove Section 1007 (“Negative Pledge”) of the Thomson Reuters Base Indenture with respect to the Old Notes to eliminate the covenants that restrict TRC from (i) creating or permitting to subsist after knowledge of the existence thereof any security interest upon any part of its undertaking or assets to secure any indebtedness of TRC, or (ii) permitting any material subsidiary of TRC to give any guarantee to secure any indebtedness of TRC unless certain conditions are satisfied or a specified exception applies;

●

remove Section 2.03(i) (“Offer to Repurchase on Change of Control Triggering Event”) of the 2026 Old Notes Supplemental Indenture, the 4.50% 2043 Old Notes Supplemental Indenture and the 5.65% 2043 Old Notes Supplemental Indenture, and Section 203(i) (“Offer to Repurchase on Change of Control Triggering Event”) of the 2040 Old Notes Supplemental Indenture, in each case to eliminate the provisions in the applicable Thomson Reuters Supplemental Indenture requiring TRC, upon the occurrence of a change of control triggering event, to offer to repurchase the Old Notes of the applicable series; and

●

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principal amount being declared due and payable prior to its final maturity as a result of a default thereunder, or (C) a failure of TRC or any material subsidiary to honor a guarantee of such indebtedness, and (ii) other than with respect to the 2035 Old Debentures Supplemental Indenture, to eliminate the event of default arising upon the failure by TRC to comply with the “Offer to Repurchase On Change of Control Triggering Event” provisions contained therein (so that the only remaining events of default applicable to the Old Notes under the Thomson Reuters Base Indenture would be those listed in Section 501 of the Thomson Reuters Base Indenture, as modified by the Proposed Amendments).

The descriptions above of the provisions of the Thomson Reuters Indenture to be eliminated or modified do not purport to be complete and are qualified in their entirety by reference to the Thomson Reuters Indenture, which may be accessed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov, and the form of supplemental indenture to the Thomson Reuters Indenture that contains the amendments to become effective if the Requisite Consents (as defined herein) are obtained (the “Tenth Supplemental Indenture”), which is filed as an exhibit to the registration statement of which this prospectus forms a part. Both the Thomson Reuters Indenture and the form of Tenth Supplemental Indenture are also available from the Exchange Agent and Information Agent upon request.

The Proposed Amendments would also amend the Thomson Reuters Indenture with respect to the Old Notes, the Old Notes and any exhibits thereto to make certain conforming or other changes to the Thomson Reuters Indenture with respect to the Old Notes, the Old Notes and any exhibits thereto, including modification or deletion of certain definitions and cross-references.

The Requisite Consents for a given series of Old Notes must be received at or by the Expiration Time in order for the applicable terms of such Old Notes and the Thomson Reuters Indenture with respect to such series of Old Notes to be amended (the “Requisite Consent Condition”). If the Requisite Consent Condition is not satisfied for such series of Old Notes, the Proposed Amendments may still become effective with respect to any other series of Old Notes for which the Requisite Consents are received and the Requisite Consent Condition is satisfied.

The deletion or modification of the restrictive covenants contemplated by the Proposed Amendments would, among other things, permit Thomson Reuters to take actions that could be adverse to the interests of the holders of the applicable series of outstanding Old Notes. See “Description of the Differences between the New Notes and the Old Notes”, “The Exchange Offers and Consent Solicitations”, “The Proposed Amendments” and “Description of New Notes”.

Q:	How do holders tender their Old Notes?

Beneficial owners of Old Notes that hold their Old Notes in street name through a broker, dealer, commercial bank, trust company or other nominee must contact the institution that holds their Old Notes and follow such broker’s, dealer’s, commercial bank’s, trust company’s or nominee’s procedures for instructing the tender of such Old Notes. Holders should contact the institution that holds their Old Notes for more details.

If a holder wishes to participate in the Exchange Offers and Consent Solicitations, they must cause the book-entry transfer of their Old Notes to the Exchange Agent and Information Agent’s account at DTC, and the Exchange Agent and Information Agent must receive a confirmation of book-entry transfer and an agent’s message transmitted pursuant to DTC’s Automated Tender Offer Program (“ATOP”), by which each tendering holder will agree to be bound by the terms described under “The Exchange Offers and Consent Solicitations – Procedures for Consent and Tendering – Agent’s Message”.

Currently, all of the Old Notes are held in book-entry form and can only be tendered through the applicable procedures of DTC. However, if any Old Notes are subsequently issued in certificated form and are held of record by a custodian bank, depositary, broker, trust company or other nominee and a holder

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wishes to tender their notes in the Exchange Offers and Consent Solicitations, such holder should contact that institution promptly and instruct the institution to tender on their behalf. The record holder will tender such notes on the holder’s behalf, but only if such holder instructs the record holder to do so. There will be no letter of transmittal for the Exchange Offers and Consent Solicitations. See “The Exchange Offers and Consent Solicitations — Procedures for Consent and Tendering.”

Q:	Can holders tender Old Notes in the Exchange Offers without delivering a consent in the Consent Solicitations?

No. By tendering Old Notes for exchange, holders will be deemed to have validly delivered their consent to the Proposed Amendments with respect to that specific series, as further described under “The Proposed Amendments”. Holders may not tender their Old Notes for exchange without consenting to the applicable Proposed Amendments.

Q:	May holders consent in the Consent Solicitations without tendering their Old Notes in the Exchange Offer?

A:	No. Holders may not consent to the Proposed Amendments without tendering their Old Notes in the applicable Exchange Offer.

Q:	Can I revoke my consent to the Proposed Amendments without withdrawing my Old Notes?

A:	No. You may revoke your consent to the Proposed Amendments only by withdrawing the related Old Notes you have tendered.

Q:	What are the consequences of participating in the Exchange Offers and Consent Solicitations after the Early Tender Time but prior to the Expiration Time?

Holders who tender their Old Notes after the Early Tender Time but prior to the Expiration Time will receive the Exchange Offer Consideration, which consists of $970 principal amount of New Notes of the applicable series per $1,000 principal amount of the corresponding series of Old Notes. Holders who have validly consented to the Proposed Amendments by tendering such Old Notes after the Early Tender Time but prior to the Expiration Time will not receive the Consent Solicitation Fee.

If a holder validly tenders Old Notes before the Early Tender Time, they may validly withdraw their tender in respect of such Old Notes before the Expiration Time, but such holder will not receive the Total Consideration and the Consent Solicitation Fee unless such holder validly re-tenders such notes before the Early Tender Time. Tenders of Old Notes may not be withdrawn after the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time during the Extended Withdrawal Period. Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

On or about the Settlement Date, it is anticipated that a Tenth Supplemental Indenture to the Thomson Reuters Base Indenture will be duly executed and delivered by TRC and the Trustees to give effect to the Proposed Amendments in respect of each series of Old Notes for which the Requisite Consent Condition is satisfied. The Proposed Amendments contained therein will become effective from the Settlement Date. The Proposed Amendments will not affect any series of notes under the Thomson Reuters Base Indenture that are not subject to the Exchange Offers and Consent Solicitations.

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Q:	What are the consequences of not participating in the Exchange Offers and Consent Solicitations at all?

If the Requisite Consents applicable to a series of Old Notes are not obtained (and the Proposed Amendments to such series of Old Notes do not become effective), Old Notes that are not tendered will remain outstanding with their current terms unaffected by the Exchange Offers or the Proposed Amendments, except that the Subsidiary Guarantors will guarantee the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) on the same basis that the Subsidiary Guarantors will guarantee the New Notes upon closing of the Exchange Offers. As such, it is expected that the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) and the New Notes will be effectively pari passu. See “Description of the Differences Between the New Notes and the Old Notes.” On or about the Settlement Date, it is anticipated that the Thomson Reuters Base Indenture will be amended and restated to give effect to the guarantees of the Old Notes and other series of notes under the Thomson Reuters Indenture by the Subsidiary Guarantors, as described above.

If the Requisite Consents applicable to a series of Old Notes are obtained (and the Proposed Amendments to such series of Old Notes become effective), such amendments will apply to all Old Notes of such series that are not exchanged in the applicable Exchange Offer, even though the remaining holders of such Old Notes did not consent to the Proposed Amendments. Thereafter, all such Old Notes will be governed by the Thomson Reuters Indenture, as amended by the Proposed Amendments. If the Proposed Amendments become effective, the Thomson Reuters Indenture, as so amended, will have fewer restrictive terms and afford reduced protection to the remaining holders of the Old Notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes.

The trading markets for unexchanged Old Notes will become more limited and could cease to exist due to the reduction in the amount of the Old Notes outstanding upon consummation of the Exchange Offers and Consent Solicitations. More limited trading markets might adversely affect the liquidity, market price and price volatility of these securities, which may trade at a discount to the price at which the securities would trade if the amount outstanding were not reduced, depending on prevailing interest rates, the market for similar securities and other factors. However, there can be no assurance that active markets in the unexchanged Old Notes will continue to exist, develop or be maintained or as to the prices at which the unexchanged Old Notes may be traded.

See “Risk Factors — Risk Factors Related to the Exchange Offers and Consent Solicitations — If the Proposed Amendments become effective, the Thomson Reuters Indenture will have fewer restrictive terms and afford reduced protections to the remaining holders of those notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes”.

Q:	How do the Old Notes differ from the New Notes to be issued in the Exchange Offers?

The Old Notes are obligations of TRC and are governed by the Thomson Reuters Indenture. The Subsidiary Guarantors will guarantee the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) on the same basis that the Subsidiary Guarantors will guarantee the New Notes upon closing of the Exchange Offers. As such, it is expected that the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) and the New Notes will be effectively pari passu. See “Description of the Differences Between the New Notes and the Old Notes.” On or about the Settlement Date, it is anticipated that the Thomson Reuters Base Indenture will be amended and restated to give effect to the guarantees of the Old Notes and other series of notes under the Thomson Reuters Indenture by the Subsidiary Guarantors, as described above. The New Notes will be obligations of TR Finance, fully and unconditionally guaranteed by TRC and the Subsidiary Guarantors, on a joint and several basis, and will be governed by the TR Finance Indenture. The Thomson Reuters Indenture and the TR Finance Indenture are substantially similar, but differ in certain respects, as described below under “Description of the Differences Between the New Notes and the Old Notes”.

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If the Requisite Consents applicable to a series of Old Notes are obtained (and the Proposed Amendments to such series of Old Notes become effective), such Old Notes will be governed by the Thomson Reuters Indenture, as amended by the Proposed Amendments, which will have fewer restrictive terms and afford reduced protection to the remaining holders of the Old Notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes. See “The Proposed Amendments”.

Q:	What is the ranking of the New Notes?

The New Notes will be senior unsecured obligations of TR Finance, and will rank equally with all of TR Finance’s other existing and future senior unsecured obligations. The New Notes will be fully and unconditionally guaranteed by TRC and the Subsidiary Guarantors, on a joint and several basis, and such guarantees will rank equally with each such Guarantor’s other senior unsecured obligations and will effectively be subordinated to all existing and future liabilities of each such Guarantor’s subsidiaries (other than TR Finance and the Subsidiary Guarantors). The TR Finance Indenture will not limit the amount of secured debt that TR Finance or the Guarantors may incur, and the New Notes will effectively be subordinated in right of payment to any secured debt TR Finance or the Guarantors may incur, as applicable, and to their respective secured obligations, in each case to the extent of the value of the collateral securing such debt or other obligations. The Subsidiary Guarantors will guarantee the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) on the same basis that the Subsidiary Guarantors will guarantee the New Notes upon closing of the Exchange Offers. As such, it is expected that the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) and the New Notes will be effectively pari passu. See “Description of the Differences Between the New Notes and the Old Notes.” On or about the Settlement Date, it is anticipated that the Thomson Reuters Base Indenture will be amended and restated to give effect to the guarantees of the Old Notes and other series of notes under the Thomson Reuters Indenture by the Subsidiary Guarantors, as described above.

As of February 10, 2025, TR Finance had no outstanding indebtedness and TR Finance does not expect to incur any additional indebtedness prior to the consummation of the Exchange Offers. As of February 7, 2025, Thomson Reuters had approximately $2.85 billion aggregate principal amount of indebtedness (including approximately $1.87 billion aggregate principal amount of Old Notes issued by TRC proposed to be exchanged for the New Notes, all of which is unsecured indebtedness of TRC); the Subsidiary Guarantors do not have any outstanding indebtedness.

Q:	What consents are required to effect the Proposed Amendments and consummate the Exchange Offers?

In order for the Proposed Amendments to become effective with respect to a series of Old Notes, the Requisite Consents with respect to such series of Old Notes must be received prior to the Expiration Time. The Requisite Consents for each series of Old Notes are set forth in the table beginning on page 73 of this prospectus.

The Requisite Consents for a given series of Old Notes must be received in order for the applicable terms of such Old Notes and the Thomson Reuters Indenture applicable to such Old Notes to be amended. If the Requisite Consent Condition is not satisfied with respect to such series of Old Notes, the Proposed Amendments may still become effective with respect to any other series of Old Notes for which the Requisite Consents are received and the Requisite Consent Condition is satisfied.

Q:	What are the conditions to the Exchange Offers and Consent Solicitations?

The consummation of the Exchange Offers and Consent Solicitations is subject to, and conditional upon, the satisfaction or waiver of the conditions discussed under “The Exchange Offers and Consent Solicitations — Conditions to the Exchange Offers and Consent Solicitations”. TRC may, at its option and in its sole discretion, waive any such conditions, except the condition that the registration statement of which

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this prospectus forms a part has been declared effective under the U.S. Securities Act and the condition that the OSC has issued a receipt for the final prospectus relating to the Exchange Offers and Consent Solicitations in accordance with MI 11-102 on behalf of itself and the Qualifying Authorities. For information about other conditions to TRC’s obligations to consummate the Exchange Offers, see “The Exchange Offers and Consent Solicitations — Conditions to the Exchange Offers and Consent Solicitations.”

Subject to applicable law, each Exchange Offer and Consent Solicitation is being made independently of the other Exchange Offers and Consent Solicitations, and TRC reserves the right to terminate, withdraw, amend or waive any condition to each Exchange Offer and each Consent Solicitation independently of the other Exchange Offers and Consent Solicitations at any time and from time to time, as described in this prospectus.

Q:	Will TRC accept all tenders of Old Notes?

Yes. Subject to the satisfaction or waiver of the conditions to the Exchange Offer for a given series of Old Notes, TRC will accept for exchange all Old Notes of such series that have been validly tendered and not validly withdrawn pursuant to the applicable Exchange Offer before the Expiration Time (or during the Extended Withdrawal Period) and pay the Total Consideration or the Exchange Offer Consideration, as applicable. TRC will effect the Exchange Offers by (i) subscribing for the principal amount of each series of New Notes that corresponds to the consideration payable (taking into account the Total Consideration or Exchange Offer Consideration, as applicable) for the amount of validly tendered and accepted Old Notes of the corresponding series and (ii) satisfying repayment of the principal amount of such Old Notes by delivering to the holders thereof such New Notes.

The Old Notes surrendered in connection with the Exchange Offers and accepted for exchange will be cancelled shortly after the completion of the Exchange Offers.

Q:	When will holders receive the New Notes and the Consent Solicitation Fee?

Assuming the conditions to the Exchange Offers and Consent Solicitations are satisfied or waived, TRC intends to deliver the New Notes to be delivered in connection with the Exchange Offers in book-entry form through the facilities of DTC and pay the Consent Solicitation Fee on or about the third business day following the Settlement Date.

Q:	Will holders be paid the accrued and unpaid interest on their Old Notes accepted for exchange on the Settlement Date?

No. Interest will continue to accrue on the tendered Old Notes from the most recent interest payment date of the tendered Old Note to, but not including, the Settlement Date, irrespective of whether a record date for payment falls before or after the Settlement Date, which interest will be paid by TRC on the next interest payment date (and not on the Settlement Date). Interest on the applicable New Note will accrue from and including the Settlement Date to, but not including, the next interest payment date, which interest will be paid by TR Finance on the next interest payment date. Consequently, holders of New Notes who validly tender their Old Notes prior to the Early Tender Time and receive the Total Consideration will receive the same total amount of interest payments that they would have received had they not exchanged their Old Notes in the applicable Exchange Offer. Holders who trade, or otherwise dispose of, their New Notes prior to the first applicable record date for payment of interest following the Settlement Date will not be entitled to receive any interest on the applicable New Note or the corresponding tendered Old Note. Holders of Old Notes that are accepted for exchange will be deemed to have (i) agreed to defer payment by TRC of the interest accrued on the tendered Old Notes to (but not including) the Settlement Date until the first interest payment date of the corresponding New Notes, and (ii) waived the right to receive any payment from TRC in respect of interest accrued on such Old Notes from and including the Settlement Date.

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Q:	When will the Exchange Offers expire?

The Exchange Offers will expire at 5:00 p.m., New York City time, on March 17, 2025, unless TRC, in its sole discretion, extends one or more of the Exchange Offers, in which case the Expiration Time for each Exchange Offer will be the latest date and time to which such Exchange Offer is extended. See “The Exchange Offers and Consent Solicitations — Expiration Time; Extensions; Amendments.”

Q:	Can holders withdraw after they tender their Old Notes and deliver their consents?

Tenders of Old Notes may be validly withdrawn at any time prior to the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time during the Extended Withdrawal Period. Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

In the event of termination of the Exchange Offers, the Old Notes tendered pursuant to the Exchange Offers will be promptly returned to the tendering holders. See “The Exchange Offers and Consent Solicitations — Procedures for Consent and Tendering — Withdrawal of Tenders and Revocation of Corresponding Consents.”

Q:	When will the Proposed Amendments become effective?

Assuming the conditions to the Exchange Offers and Consent Solicitations, including the applicable Requisite Consent Condition, are satisfied or waived, we expect that a Tenth Supplemental Indenture to the Thomson Reuters Base Indenture will be duly executed and delivered by TRC and the Trustees on or about the Settlement Date to give effect to the Proposed Amendments in respect of each series of Old Notes for which the Requisite Consent Condition is satisfied. The Proposed Amendments contained therein will become effective from the Settlement Date. The Proposed Amendments will not affect any series of notes under the Thomson Reuters Base Indenture that are not subject to the Exchange Offers and Consent Solicitations.

Q:	Are there procedures for guaranteed delivery of Old Notes?

No. There are no guaranteed delivery procedures applicable to the Exchange Offers. All holders wishing to participate in the Exchange Offers and Consent Solicitations must validly tender their Old Notes in accordance with the procedures described in this prospectus prior to the Early Tender Time, in order to be eligible to receive the Total Consideration and the Consent Solicitation Fee, or prior to the Expiration Time, in order to be eligible to receive the Exchange Offer Consideration.

Q:	Will the New Notes be listed on an exchange?

We intend to apply to list the New Notes on a U.S. national securities exchange. There can be no assurance that any series of New Notes will be listed on any securities exchange or as to the development or liquidity of any market for any series of the New Notes. See “Risk Factors — Risk Factors Related to the New Notes — There may not be a trading market for the New Notes.”

Q:	Will holders have to pay any fees or commissions if they tender their Old Notes for exchange in the Exchange Offers?

Holders will not be required to pay any fees or commissions to TRC, TR Finance, the Subsidiary Guarantors, the Dealer Managers or the Exchange Agent and Information Agent in connection with the Exchange Offers and Consent Solicitations. If Old Notes are held through a broker, dealer, commercial bank, trust

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company or other nominee that tenders such Old Notes on a holder’s behalf, the holder’s broker or other nominee may charge the holder a commission for doing so. Holders should consult their broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.

Q:	Is any recommendation being made with respect to the Exchange Offers and Consent Solicitations?

No. None of TRC, TR Finance, the Subsidiary Guarantors, the Dealer Managers, the Exchange Agent and Information Agent, the Trustees or any other person, makes any recommendation in connection with the Exchange Offers and Consent Solicitations as to whether any holder of Old Notes should tender or refrain from tendering all or any portion of the principal amount of that holder’s Old Notes (and in so doing, consenting to the adoption of the Proposed Amendments), and no one has been authorized by any of them to make such a recommendation.

Q:	Are there tax consequences holders should consider in connection with the Exchange Offers and Consent Solicitations?

Yes. Holders should consider certain Canadian and U.S. federal income tax consequences of the Exchange Offers. See “Certain Canadian Federal Income Tax Consequences” and “Certain U.S. Federal Income Tax Consequences.” Holders should consult their tax advisor about the tax consequences to them of exchanging their Old Notes for New Notes.

Q:	What will TRC do with the Old Notes accepted for exchange in the Exchange Offers and Consent Solicitations?

A:	The Old Notes surrendered in connection with the Exchange Offers and Consent Solicitations and accepted for exchange will be cancelled shortly after the completion of the Exchange Offers, and the principal amount of such Old Notes will be considered repaid through the delivery of New Notes.

Q:	Will TRC return Old Notes that are not accepted for exchange in the Exchange Offers?

A:	Yes. TRC will return to holders any Old Notes that are not accepted for exchange for any reason without expense to holders promptly after the Expiration Time.

Q:	To whom should holders direct any questions?

A:	Questions concerning the terms of the Exchange Offers and Consent Solicitations should be directed to the lead dealer manager and solicitation agent:

J.P. Morgan

Questions concerning tender procedures and requests for additional copies of this prospectus, should be directed to the Exchange Agent and Information Agent:

D.F. King & Co., Inc.

Risk Factors

An investment in the New Notes involves risks that a potential investor should carefully evaluate prior to making such an investment. See “Risk Factors” in this prospectus.

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Summary of the Exchange Offers and Consent Solicitations

The following information is a summary only and is to be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this prospectus and in the documents incorporated by reference herein. See “Description of New Notes.”

Exchange Offers

TRC is hereby offering to exchange, upon the terms and conditions set forth in this prospectus, all of the outstanding Old Notes of each series listed on the front cover of this prospectus for newly issued series of New Notes, the terms of which are economically identical and otherwise substantially similar in all material respects to the corresponding series of Old Notes, with those variations described under “Description of the Differences Between the New Notes and the Old Notes”. See “The Exchange Offers and Consent Solicitations — Terms of the Exchange Offers and Consent Solicitations.”

Exchange Offers and Consent Solicitations Independent of One Another

Subject to applicable law, each Exchange Offer and each Consent Solicitation is being made independently of the other exchange offers and consent solicitations. TRC reserves the right to terminate, withdraw or amend each Exchange Offer and each Consent Solicitation independently of the other Exchange Offers and Consent Solicitations at any time and from time to time, as described in this prospectus.

Consent Solicitations

TRC is soliciting consents from holders of the Old Notes to effect the Proposed Amendments, upon the terms and conditions set forth in this prospectus. Holders may not tender their Old Notes for exchange without delivering a consent to the Proposed Amendments and may not deliver consents in the Consent Solicitations with respect to their Old Notes without tendering such Old Notes. See “The Exchange Offers and Consent Solicitations — Terms of the Exchange Offers and Consent Solicitations.”

Proposed Amendments

The Proposed Amendments, if effected, will modify certain provisions applicable to the respective series of Old Notes, including certain covenants and related definitions, to modify or eliminate certain reporting requirements, restrictive covenants and events of default in order to ease administration of TRC’s indebtedness. See “The Proposed Amendments”.

The Proposed Amendments, if effected, will, among other things, cause the Old Notes and the Thomson Reuters Indenture, as so amended, to have fewer restrictive terms and afford reduced protection to the remaining holders of the Old Notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes.

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Requisite Consents

Each Consent Solicitation is conditioned upon, among other things, the receipt of the Requisite Consents applicable to the related series of Old Notes at or by the Expiration Time. If the Requisite Consent Condition is not satisfied for such series of Old Notes, the Proposed Amendments may still become effective with respect to any other series of Old Notes for which the Requisite Consents are received and the Requisite Consent Condition is satisfied. The Requisite Consents for each series of Old Notes are set forth in the table beginning on page 73 of this prospectus. See “The Exchange Offers and Consent Solicitations — Terms of the Exchange Offers and Consent Solicitations”.

Procedures for Participating in the Exchange Offers and Consent Solicitations

If holders wish to participate in the Exchange Offers and Consent Solicitations, they must cause the book-entry transfer of their Old Notes to the Exchange Agent and Information Agent’s account at DTC, and the Exchange Agent and Information Agent must receive a confirmation of book-entry transfer and an agent’s message transmitted pursuant to ATOP. There will be no letter of transmittal for the Exchange Offers and Consent Solicitations. See “The Exchange Offers and Consent Solicitations — Procedures for Consent and Tendering.”

No Guaranteed Delivery Procedures

No guaranteed delivery procedures are available in connection with the Exchange Offers and Consent Solicitations. You must tender your Old Notes and deliver your consents by the Expiration Time in order to participate in the Exchange Offers and Consent Solicitations.

Consideration; Early Tender Time

In respect of each $1,000 principal amount of Old Notes that is validly tendered prior to the Early Tender Time and not validly withdrawn, holders will receive the Total Consideration, which consists of the exchange consideration of $1,000 principal amount of New Notes of the applicable series in exchange for such Old Notes, as well as the Consent Solicitation Fee, which consists of $2.50 in cash, for consenting to the Proposed Amendments by tendering such Old Notes.

In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Tender Time but prior to the Expiration Time and not validly withdrawn, holders will receive only the Exchange Offer Consideration, which consists of $970 principal amount of New Notes of the applicable series. Holders who have validly consented to the Proposed Amendments by tendering such Old Notes after the Early Tender Time but prior to the Expiration Time will not receive the Consent Solicitation Fee.

Accrued and Unpaid Interest

If the Old Notes are accepted for exchange on the Settlement Date, interest will continue to accrue on the tendered Old Notes from the most recent interest payment date of the tendered Old Note to, but

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not including, the Settlement Date, irrespective of whether a record date for payment falls before or after the Settlement Date, which interest will be paid by TRC on the next interest payment date (and not on the Settlement Date). Interest on the applicable New Note will accrue from and including the Settlement Date to, but not including, the next interest payment date, which interest will be paid by TR Finance on the next interest payment date. Holders who trade, or otherwise dispose of, their New Notes prior to the first applicable record date for payment of interest following the Settlement Date will not be entitled to receive any interest on the applicable New Note or the corresponding tendered Old Note.

Early Tender Time

The Early Tender Time is 5:00 p.m., New York City time, on February 25, 2025, or a later date and time to which TRC extends it with respect to one or more series of Old Notes.

Expiration Time

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on March 17, 2025 or a later date and time to which TRC extends it with respect to one or more series of Old Notes.

Settlement Date

Assuming the conditions to the Exchange Offers are satisfied or waived, the Settlement Date is expected to be the third business day following the Expiration Time.

Withdrawal and Revocation

Tenders of Old Notes in connection with any of the Exchange Offers and Consent Solicitations may be validly withdrawn at any time prior to the Expiration Time.

Tenders of Old Notes may not be withdrawn after the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time during the Extended Withdrawal Period.

In the event of termination of the Exchange Offers, the Old Notes tendered pursuant to the Exchange Offers will be promptly returned to the tendering holders.

Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

See “The Exchange Offers and Consent Solicitations — Procedures for Consent and Tendering — Withdrawal of Tenders and Revocation of Corresponding Consents.”

Conditions

The consummation of each Exchange Offer is subject to, and conditional upon, the satisfaction or waiver of the conditions discussed under “The Exchange Offers and Consent Solicitations —

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Conditions to the Exchange Offers and Consent Solicitations”. TRC may, at its option and in its sole discretion, waive any such conditions, except the condition that the registration statement of which this prospectus forms a part has been declared effective under the U.S. Securities Act and the condition that the OSC has issued a receipt for the final prospectus relating to the Exchange Offers and Consent Solicitations in accordance with MI 11-102 on behalf of itself and the Qualifying Authorities.

For information about other conditions to TRC’s obligations to consummate the Exchange Offers and Consent Solicitations, see “The Exchange Offers and Consent Solicitations — Conditions to the Exchange Offers and Consent Solicitations.”

Acceptance of Old Notes and Consents and Delivery of the New Notes

Holders may not consent to the Proposed Amendments without tendering their Old Notes in the applicable Exchange Offer, and may not tender their Old Notes for exchange without consenting to the applicable Proposed Amendments.

Subject to the satisfaction or waiver by TRC in its sole discretion of the conditions to the Exchange Offers and Consent Solicitations for a given series of Old Notes, TRC will accept for exchange all Old Notes of such series that are validly tendered and not validly withdrawn pursuant to the applicable Exchange Offer and Consent Solicitation prior to the Expiration Time and pay the Total Consideration and the Consent Solicitation Fee or the Exchange Offer Consideration, as applicable. TRC will effect the Exchange Offers and Consent Solicitations by (i) subscribing for the principal amount of each series of New Notes that corresponds to the consideration payable (taking into account the Total Consideration or Exchange Offer Consideration, as applicable) for the amount of validly tendered and accepted Old Notes of the corresponding series, (ii) satisfying repayment of the principal amount of such Old Notes by delivering to the holders thereof such New Notes, and (iii) where applicable, paying the Consent Solicitation Fee to holders as consideration for consenting to the Proposed Amendments. The Old Notes surrendered in connection with the Exchange Offers and accepted for exchange will be cancelled shortly after the completion of the Exchange Offers.

The New Notes issued in connection with the Exchange Offers will be issued and delivered through the facilities of DTC on the Settlement Date. TRC will return to holders any Old Notes that are not accepted for exchange for any reason without expense to holders promptly after the Expiration Time. See “The Exchange Offers and Consent

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Solicitations — Acceptance of Old Notes for Exchange; Delivery of New Notes; Effectiveness of Proposed Amendments.”

Consequences of Not Exchanging Old Notes for New Notes

The trading markets for unexchanged Old Notes will become more limited and could cease to exist due to the reduction in the amount of the Old Notes outstanding upon consummation of the Exchange Offers. More limited trading markets might adversely affect the liquidity, market price and price volatility of these securities, which may trade at a discount to the price at which the securities would trade if the amount outstanding were not reduced, depending on prevailing interest rates, the market for similar securities and other factors. However, there can be no assurance that active markets in the unexchanged Old Notes will continue to exist, develop or be maintained or as to the prices at which the unexchanged Old Notes may be traded. In addition, if the Proposed Amendments become effective, it could have a further negative effect on the trading markets or market price of the unexchanged Old Notes.

If the Requisite Consents applicable to a series of Old Notes are not obtained (and the Proposed Amendments to such series of Old Notes do not become effective), Old Notes that are not tendered will remain outstanding with their current terms unaffected by the Exchange Offers or the Proposed Amendments, except that the Subsidiary Guarantors will guarantee the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) on the same basis that the Subsidiary Guarantors will guarantee the New Notes upon closing of the Exchange Offers. As such, it is expected that the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) and the New Notes will be effectively pari passu. On or about the Settlement Date, it is anticipated that the Thomson Reuters Base Indenture will be amended and restated to give effect to the guarantees of the Old Notes and other series of notes under the Thomson Reuters Indenture by the Subsidiary Guarantors, as described above.

U.S. Federal Income Tax Considerations

Holders should consider certain U.S. federal income tax consequences of the Exchange Offers and Consent Solicitations. See “Certain U.S. Federal Income Tax Consequences.” Holders should consult their tax advisor about the tax consequences to them of exchanging their Old Notes.

Canadian Federal Income Tax Considerations

Holders should consider certain Canadian federal income tax consequences of the Exchange Offers and Consent Solicitations. See “Certain Canadian Federal Income Tax Consequences.” Holders should consult their tax advisor about the tax consequences to them of exchanging their Old Notes.

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Use of Proceeds

Thomson Reuters will not receive any net cash proceeds on a consolidated basis from the issuance and exchange of the New Notes in connection with the Exchange Offers. TR Finance will receive from TRC the cash subscription price for the New Notes to be delivered to holders of tendered Old Notes in satisfaction of TRC’s obligation to repay the principal amount of such tendered Old Notes. TRC will not receive any cash proceeds from the delivery of the New Notes in connection with the Exchange Offers. See “Use of Proceeds.”

Exchange Agent and Information Agent and Dealer Managers and Solicitation Agents

D.F. King & Co., Inc. is serving as exchange agent and information agent for the Exchange Offers and Consent Solicitations.

J.P. Morgan Securities LLC is serving as lead dealer manager and solicitation agent and RBC Capital Markets, LLC is serving as co-dealer manager and solicitation agent in connection with the Exchange Offers and Consent Solicitations.

The address and the facsimile and telephone numbers of the lead dealer manager appear on the back cover of this prospectus.

Thomson Reuters has other business relationships with the Exchange Agent and Information Agent and the Dealer Managers, as described in “The Exchange Offers and Consent Solicitations — Exchange Agent and Information Agent” and “— Dealer Managers and Solicitation Agents.”

No Recommendation

None of TRC, TR Finance, the Subsidiary Guarantors, the Dealer Managers, the Exchange Agent and Information Agent, the Trustees or any other person, makes any recommendation in connection with the Exchange Offers and Consent Solicitations as to whether any holder of Old Notes should tender or refrain from tendering all or any portion of the principal amount of that holder’s Old Notes, and no one has been authorized by any of them to make such a recommendation.

Risk Factors

Participating in the Exchange Offers and Consent Solicitations and investing in the New Notes involves certain risks that should be carefully considered. See the “Risk Factors” section.

Further Information

Questions concerning the terms of the Exchange Offers or the Consent Solicitations should be directed to the lead dealer manager and solicitation agent at the address and telephone numbers set forth on the back cover of this prospectus. Questions concerning the tender procedures and requests for additional copies of the prospectus should be directed to the exchange agent and information agent at the address and telephone numbers set forth on the back cover of this prospectus.

We may be required to amend or supplement this prospectus at any time to add, update or change the information contained in this prospectus. Holders should read this prospectus, and any amendment or supplement hereto together with the documents incorporated by reference therein and the additional information described under “Where Holders Can Find More Information” in this prospectus.

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Summary of the New Notes

The New Notes

Issuer

TR Finance, a limited liability company formed under the laws of the State of Delaware.

Guarantors

TRC, a corporation incorporated under the laws of the Province of Ontario. West Publishing, a corporation formed under the laws of the State of Minnesota. Thomson Reuters Applications, a corporation formed under the laws of the State of Delaware. Thomson Reuters Tax & Accounting, a corporation formed under the laws of the State of Texas.

Guarantee

The New Notes will be fully and unconditionally guaranteed by TRC and the Subsidiary Guarantors on a senior unsecured basis, jointly and severally. Such guarantees are subject to release in certain circumstances pursuant to the TR Finance Indenture as described in “Description of New Notes”.

Notes Offered

TRC is offering to exchange the Old Notes for and deliver up to $1,869,045,000 U.S. dollar denominated aggregate principal amount of New Notes of the following series:

•

up to $500,000,000 initial aggregate principal amount of 3.350% Notes due 2026;

•

up to $500,000,000 initial aggregate principal amount of 5.850% Notes due 2040;

•

up to $119,045,000 initial aggregate principal amount of 4.500% Notes due 2043;

•

up to $350,000,000 initial aggregate principal amount of 5.650% Notes due 2043; and

•

up to $400,000,000 initial aggregate principal amount of 5.500% Debentures due 2035.

Interest Rates; Interest Payment Dates; Maturity Dates

Each New Note will bear interest from and including the Settlement Date to, but not including, the next interest payment date, which interest will be paid by TR Finance on the next interest payment date. Interest will continue to accrue on the tendered Old Notes from the

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most recent interest payment date of the tendered Old Note to, but not including, the Settlement Date, irrespective of whether a record date for payment falls before or after the Settlement Date, which interest will be paid by TRC on the next interest payment date (and not on the Settlement Date). Consequently, holders of New Notes who validly tender their Old Notes prior to the Early Tender Time and receive the Total Consideration will receive the same total amount of interest payments that they would have received had they not exchanged their Old Notes in the applicable Exchange Offer. Holders who trade, or otherwise dispose of, their New Notes prior to the first applicable record date for payment of interest following the Settlement Date will not be entitled to receive any interest on the applicable New Note or the corresponding tendered Old Note. Holders of Old Notes that are accepted for exchange will be deemed to have (i) agreed to defer payment by TRC of the interest accrued on the tendered Old Notes to (but not including) the Settlement Date until the first interest payment date of the corresponding New Notes, and (ii) waived the right to receive any payment from TRC in respect of interest accrued on such Old Notes from and including the Settlement Date.

Subject to the minimum denominations as described herein, the principal amount of each New Note will be rounded down, if necessary, to the nearest integral multiple of $1,000, and TRC will pay cash equal to the difference between (i) the principal amount of the New Notes to which the tendering holder would otherwise be entitled and (ii) the principal amount of the New Notes actually issued.


Interest Rates and Maturity Dates	Semi-Annual Interest Payment Dates	Record Dates	Expected First Interest Payment Date
3.350% Notes due 2026	May 15 and November 15	May 1 and November 1	May 15, 2025
5.850% Notes due 2040	April 15 and October 15	April 1 and October 1	April 15, 2025
4.500% Notes due 2043	May 23 and November 23	May 9 and November 9	May 23, 2025
5.650% Notes due 2043	May 23 and November 23	May 9 and November 9	May 23, 2025
5.500% Debentures due 2035	February 15 and August 15	February 1 and August 1	August 15, 2025

Ranking

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The Subsidiary Guarantors will guarantee the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) on the same basis that the Subsidiary Guarantors will guarantee the New Notes upon closing of the Exchange Offers. As such, it is expected that the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) and the New Notes will be effectively pari passu. See “Description of the Differences Between the New Notes and the Old Notes.” On or about the Settlement Date, it is anticipated that the Thomson Reuters Base Indenture will be amended and restated to give effect to the guarantees of the Old Notes and other series of notes under the Thomson Reuters Indenture by the Subsidiary Guarantors, as described above.

Optional Redemption

TR Finance may redeem some or all of the New Notes of each series at its option and from time to time at the redemption prices indicated under the heading “Description of New Notes — Optional Redemption” in this prospectus.

Redemption for Changes in Tax Law

In the event that certain changes affecting Canadian withholding taxes occur, TR Finance will have the option to redeem the New Notes of each series, in whole but not in part, at a redemption price equal to 100% of the aggregate principal amount thereof, plus any accrued and unpaid interest, if any, to the date of redemption and any additional amounts that may then be payable. See “Description of New Notes – Redemption for Changes in Canadian Withholding Taxes” and “Description of New Notes – Other Additional Amounts following Merger, Consolidation or Amalgamation or Addition of Co-Obligor”.

Further Issuances

TR Finance may, from time to time, without notice to, or the consent of, the holders of any series of the New Notes, create and issue further notes with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest begins to accrue) identical to the New Notes of the applicable series. These additional notes will be deemed part of the same series as the New Notes of the applicable series issued hereby and will provide the holders of these additional notes the right to vote together with holders of the New Notes of the applicable series issued hereby, provided that if these additional notes are not fungible with the New Notes of the applicable series for U.S. federal income tax purposes, then the additional notes will be issued with a separate CUSIP or ISIN number, so that they are distinguishable from the New Notes of the applicable series.

Listing

The New Notes are new issues of securities with no established trading market. We intend to apply to list the New Notes on a U.S. national securities exchange. There can be no assurance that any series of New Notes will be listed on any securities exchange or as to the development or liquidity of any market for any series of the New Notes.

Form and Denomination

Each series of New Notes will be issued in the form of one or more fully registered global notes, without coupons, in the same minimum denominations as the corresponding series of Old Notes for which they are being offered in exchange (being $2,000 in principal amount and integral multiples of $1,000 in excess thereof in the case of the

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New 2026 Notes, the New 2040 Notes, the New 4.50% 2043 Notes and the New 5.65% 2043 Notes and $1,000 in principal amount and integral multiples of $1,000 in excess thereof in the case of the New 2035 Debentures). These global notes, with the exception of the global note representing the New 2035 Debentures, will be deposited with the U.S. Trustee as custodian for, and registered in the name of, a nominee of DTC. The global note representing the New 2035 Debentures will be deposited with Computershare Trust Company N.A. as custodian for, and registered in the name of, a nominee of DTC. Except in the limited circumstances described under “Description of New Notes – Book-Entry Delivery and Form” in this prospectus, New Notes in certificated form will not be issued or exchanged for interests in global notes.

Governing Law

The New Notes, Guarantees and the TR Finance Indenture will be governed by the laws of the State of New York.

Trustees

The initial Trustee under the TR Finance Indenture for the New 2035 Debentures will be Computershare Trust Company of Canada. The Paying Agent under the TR Finance Indenture for the New 2035 Debentures will be Computershare Trust Company, N.A. The initial Trustee and the Paying Agent under the TR Finance Indenture for all other New Notes will be Deutsche Bank Trust Company Americas.

Risk Factors

Holders should carefully consider all of the information in this prospectus and the documents incorporated by reference herein. In particular, holders should evaluate the information set forth under “Cautionary Note Concerning Factors That May Affect Future Results” and “Risk Factors” in this prospectus before deciding whether to exchange their Old Notes for New Notes in the Exchange Offers.

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RISK FACTORS

Participating in the Exchange Offers and Consent Solicitations is subject to certain risks. Before deciding to participate and invest in the New Notes, holders should consider carefully the risk factors set forth below and those under the heading “Risk Factors” in TRC’s annual information form, which is contained in TRC’s annual report on Form 40-F for the year ended December 31, 2023, as well as the other information contained in and incorporated by reference in this prospectus (including subsequently filed documents incorporated by reference). If any of the events or developments discussed in these risks actually occur, TR Finance’s business, financial condition or results of operations, or the value of the New Notes, could be adversely affected.

Risk Factors Related to the Exchange Offers and Consent Solicitations

Our board of directors has not made a recommendation as to whether you should tender your Old Notes in exchange for New Notes in the Exchange Offers, and we have not obtained a third-party determination that the Exchange Offers are fair to holders of Old Notes.

The board of directors of TRC and TR Finance have not made, and will not make, any recommendation as to whether holders of Old Notes should tender their Old Notes in exchange for New Notes pursuant to the Exchange Offers.

TRC and TR Finance have not retained, and do not intend to retain, any unaffiliated representative to act solely on behalf of the holders of the Old Notes for purposes of negotiating the terms of the Exchange Offers, or preparing a report or making any recommendation concerning the fairness of the Exchange Offers. Therefore, if you tender your Old Notes, you may not receive more than or as much value as if you chose to keep them. Holders of Old Notes must make their own independent decisions regarding their participation in the Exchange Offers.

The liquidity of the Old Notes that are not exchanged will be reduced.

The trading markets for unexchanged Old Notes will become more limited and could cease to exist due to the reduction in the amount of the Old Notes outstanding upon consummation of the Exchange Offers. More limited trading markets might adversely affect the liquidity, market price and price volatility of these securities, which may trade at a discount to the price at which the securities would trade if the amount outstanding were not reduced, depending on prevailing interest rates, the market for similar securities and other factors. However, there can be no assurance that active markets in the unexchanged Old Notes will continue to exist, develop or be maintained or as to the prices at which the unexchanged Old Notes may be traded. In addition, if the Proposed Amendments become effective, it could have a further negative effect on the trading markets or market price of the unexchanged Old Notes.

If the Proposed Amendments become effective, the Thomson Reuters Indenture will have fewer restrictive terms and afford reduced protections to the remaining holders of those notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes.

The Proposed Amendments would, among other things:

●

modify the Thomson Reuters Base Indenture with respect to the Old Notes to eliminate the events of default for breach of covenant and bankruptcy and insolvency related events (so that the only remaining events of default applicable to the Old Notes under the Thomson Reuters Base Indenture would be in respect of the default in the payment of any interest or related coupon due and payable, in the payment of the principal or premium on maturity, or in the deposit of any sinking fund or analogous payment when due, or any other event of default provided with respect to the Old Notes of that series);

●

eliminate certain reporting requirements of TRC with respect to the Old Notes contained in the Thomson Reuters Base Indenture (so that TRC is only required to comply with the reporting requirements under the Trust Indenture Act);

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●

eliminate the covenants that restrict TRC from amalgamating or consolidating with or merging into any other person, or conveying, transferring or leasing its properties and assets substantially as an entirety to any person unless certain conditions are satisfied;

●

eliminate the covenants that restrict TRC from (i) creating or permitting to subsist after knowledge of the existence thereof any security interest upon any part of its undertaking or assets to secure any indebtedness of TRC, or (ii) permitting any material subsidiary of TRC to give any guarantee to secure any indebtedness of TRC unless certain conditions are satisfied or a specified exception applies;

●

eliminate the provisions in the applicable Thomson Reuters Supplemental Indentures requiring TRC, upon the occurrence of a change of control triggering event, to offer to repurchase the Old Notes of the applicable series; and

●

eliminate certain events of default contained in the Thomson Reuters Supplemental Indentures applicable to the respective series of Old Notes, including to eliminate the events of default arising upon a failure to repay the principal amount of any indebtedness of TRC or any material subsidiary at its final maturity, such principal amount being declared due and payable prior to its final maturity as a result of a default thereunder, a failure to honor a guarantee of such indebtedness, and the failure by TRC to comply with the change of control triggering event provisions contained therein (so that the only remaining events of default applicable to the Old Notes under the Thomson Reuters Base Indenture would be those listed in Section 501 of the Thomson Reuters Base Indenture, as modified by the Proposed Amendments).

If the Proposed Amendments become effective with respect to a particular series of Old Notes, each non-exchanging holder of the Old Notes of that series will be bound by the Proposed Amendments even if such holder did not consent to the Proposed Amendments. The Thomson Reuters Indenture, as amended by the Proposed Amendments, would permit TRC to take certain previously prohibited actions that could increase the credit risk with respect to TRC and its subsidiaries, and might adversely affect the liquidity, market price and price volatility of the Old Notes or otherwise be adverse to the interests of the holders of the Old Notes. Although the Requisite Consents for a given series of Old Notes must be received in order for the applicable terms of such Old Notes and the Thomson Reuters Indenture with respect to such Old Notes to be amended, if the Requisite Consent Condition is not satisfied with respect to such series of Old Notes, the Proposed Amendments may still become effective with respect to any other series of Old Notes for which the Requisite Consents are received and the Requisite Consent Condition is satisfied. See “The Proposed Amendments”.

Certain terms of the New Notes will be different from those of the Old Notes.

The New Notes will have the same maturity, interest rates, interest payment dates and redemption terms as the respective Old Notes for which they are exchanged. The New Notes will be fully and unconditionally guaranteed by TRC and the Subsidiary Guarantors on a senior unsecured basis, jointly and severally. Such guarantees are subject to release in certain circumstances pursuant to the TR Finance Indenture. The Subsidiary Guarantors will guarantee the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) on the same basis that the Subsidiary Guarantors will guarantee the New Notes upon closing of the Exchange Offers. As such, it is expected that the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) and the New Notes will be effectively pari passu. See “Description of the Differences Between the New Notes and the Old Notes.” On or about the Settlement Date, it is anticipated that the Thomson Reuters Base Indenture will be amended and restated to give effect to the guarantees of the Old Notes and other series of notes under the Thomson Reuters Indenture by the Subsidiary Guarantors, as described above. Certain other terms of the New Notes, including those described under the caption “Description of the Differences Between the New Notes and the Old Notes,” will be different from those of the Old Notes. Holders of Old Notes should review the terms of the New Notes and the Old Notes and consider the differences carefully.

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Indenture, as amended by the Proposed Amendments. If the Proposed Amendments become effective, the Thomson Reuters Indenture will have fewer restrictive terms and afford reduced protection to the remaining holders of the Old Notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes.

The Exchange Offers and Consent Solicitations may be cancelled or delayed, which could negatively affect the price of the applicable Old Notes.

TRC may cancel one or more of the Exchange Offers and Consent Solicitations in specified circumstances, and consummation of the Exchange Offers and Consent Solicitations may be delayed if the conditions for consummation are not satisfied or waived. The consummation of the Exchange Offers and Consent Solicitations is subject to, and conditional upon, the satisfaction or waiver of the conditions discussed under “The Exchange Offers and Consent Solicitations – Conditions to the Exchange Offers and Consent Solicitations”. If a holder validly tenders Old Notes before the Early Tender Time, such holder may validly withdraw their tender in respect of such Old Notes at any time before the Expiration Time. Tenders of Old Notes may not be withdrawn after the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time during the Extended Withdrawal Period. Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

If an Exchange Offer or Consent Solicitation is not completed or is delayed, the respective market prices of any or all of the series of Old Notes in such Exchange Offer or Consent Solicitation may decline to the extent that the respective current market prices reflect an assumption that such Exchange Offer or Consent Solicitation has been or will be completed. Additionally, if the Exchange Offers and Consent Solicitations are extended, even if the Exchange Offers and Consent Solicitations are consummated, the Exchange Offers and Consent Solicitations may not be consummated on the dates specified in this prospectus. Accordingly, holders participating in such Exchange Offer and Consent Solicitation may have to wait longer than expected to receive their New Notes and the Consent Solicitation Fee, during which time those holders of Old Notes will not be able to effect transfers of their Old Notes tendered for exchange.

TRC may acquire Old Notes in future transactions or may redeem Old Notes that are not exchanged for New Notes in the Exchange Offers, and any such transaction may be on terms that are more or less favorable to the holders of the Old Notes than the terms of the Exchange Offers.

TRC may, to the extent permitted by applicable law and the Thomson Reuters Indenture, after the Settlement Date, seek to acquire, discharge, defease or redeem some or all of the Old Notes that are not tendered and accepted in the Exchange Offers, whether through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemption, discharge, defeasance or otherwise, upon such terms and at such prices as we may determine or as may be provided for in the Thomson Reuters Indenture, as the case may be. The terms of any such transaction could differ from the terms of the Exchange Offers and may be more or less favorable to holders of Old Notes. We cannot assure you whether TRC will choose to pursue any of these alternatives.

Holders may not receive New Notes in the Exchange Offers and Consent Solicitations if the procedures for the Exchange Offers and Consent Solicitations are not followed.

TRC will deliver the New Notes in exchange for a holder’s Old Notes only if such holder tenders such Old Notes by electronic transmittal through DTC’s ATOP procedures and delivers all other required documents before expiration of the Exchange Offers and Consent Solicitations. Holders should allow sufficient time to ensure timely delivery of the necessary documents. None of TRC, TR Finance, the Subsidiary Guarantors, the Dealer Managers, the Exchange Agent and Information Agent, or any other person, is under any duty to give notification of defects or irregularities with respect to the tenders of Old Notes for exchange.

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Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Exchange Offers and Consent Solicitations. Accordingly, beneficial owners wishing to participate in the Exchange Offers and Consent Solicitations should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Exchange Offers and Consent Solicitations.

Upon consummation of the Exchange Offers, holders who exchange Old Notes will lose their rights under such Old Notes.

If you validly tender Old Notes (and do not validly withdraw them) and your Old Notes are accepted for exchange pursuant to the Exchange Offers, the principal amount of such Old Note will be considered repaid and you will lose all of your rights as a holder of the exchanged Old Notes, including, without limitation, your right to future interest and principal payments with respect to the exchanged Old Notes. See “— Risk Factors Related to the New Notes” below for more information.

If you tender your Old Notes after the Early Tender Time, and your Old Notes are accepted for exchange, you will only receive the Exchange Offer Consideration.

Holders who validly tender their Old Notes after the Early Tender Time and whose Old Notes are accepted for exchange pursuant to the Exchange Offers will only receive the Exchange Offer Consideration, which consists of $970 principal amount of New Notes of the applicable series, and will not receive the Total Consideration, which consists of the exchange consideration of $1,000 principal amount of New Notes of the applicable series. In addition, holders who validly consent to the Proposed Amendments by tendering such Old Notes after the Early Tender Time but prior to the Expiration Time will not receive the Consent Solicitation Fee.

The consideration to be received in the Exchange Offers does not reflect any valuation of the Old Notes or the New Notes and is subject to market volatility.

We have made no determination that the consideration to be received in the Exchange Offers represents a fair valuation of the Old Notes or the New Notes. We have not obtained an opinion from any financial advisor about the fairness to TRC, to TR Finance or to holders of the consideration to be received by holders who tender their Old Notes.

None of TRC, TR Finance, the Subsidiary Guarantors, the Dealer Managers, the Exchange Agent and Information Agent, the Trustees or any affiliate of any of them, or any other person, makes any recommendation as to whether holders of the Old Notes should exchange such notes for New Notes in the Exchange Offers or deliver consents to the Proposed Amendments.

Canadian holders generally will recognize income, gain or loss for Canadian federal income tax purposes upon the exchange of Old Notes for New Notes.

The exchange of Old Notes for New Notes pursuant to the Exchange Offers will be treated as a taxable disposition of Old Notes for Canadian federal income tax purposes. Accordingly, a Resident Holder (as defined in “Certain Canadian Federal Income Tax Consequences — Holders Resident in Canada”) that tenders Old Notes in exchange for New Notes and any cash consideration generally will recognize income, gain or loss for Canadian federal income tax purposes. See “Certain Canadian Federal Income Tax Consequences.”

U.S. holders generally will recognize gain or loss for U.S. federal income tax purposes upon the exchange of Old Notes for New Notes.

The exchange of Old Notes for New Notes pursuant to the Exchange Offers will be treated as a taxable disposition of Old Notes in exchange for New Notes for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in “Certain U.S. Federal Income Tax Consequences — Tax Consequences to Exchanging U.S. Holders”) that tenders Old Notes in exchange for New Notes generally will recognize gain or loss for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Consequences — Tax Consequences to Exchanging U.S. Holders — The Exchange Offers.”

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If a series of New Notes is treated as issued with original issue discount for U.S. federal income tax purposes, U.S. holders of such series of New Notes generally would be required to recognize income for U.S. federal income tax purposes in advance of the receipt of cash attributable to such income.

If the issue price of a series of New Notes (as determined in the manner described below under “Certain U.S. Federal Income Tax Consequences — Tax Consequences to Exchanging U.S. Holders — The Exchange Offers — Issue Price of the New Notes”) is less than their principal amount by an amount that is more than or equal to a de minimis amount, the New Notes would be treated as issued with original issue discount (“OID”) for U.S. federal income tax purposes in an amount equal to such difference. In such case, a U.S. Holder generally would be required to include such OID in income as it accrues according to a “constant yield” method, regardless of the holder’s method of accounting and in advance of the receipt of cash attributable to such income. U.S. Holders should consult their tax advisers regarding the tax consequences of owning New Notes treated as issued with OID. See “Certain U.S. Federal Income Tax Consequences — Tax Consequences to Exchanging U.S. Holders — Ownership of the New Notes.”

If the proceeds of disposition of an Old Note exceed the principal amount of such Old Note, a Canadian holder may be required to include all or part of such excess in income in the taxation year in which the disposition occurs notwithstanding that the Canadian holder may receive no cash attributable to such income.

If the proceeds of disposition of an Old Note exceed the principal amount of such Old Note, a Canadian holder who holds the Old Notes on capital account may be required to include all or part of such excess in income (rather than as a capital gain) in the taxation year in which the disposition occurs notwithstanding that the Canadian holder may receive no cash attributable to such income and may not be entitled to an offsetting deduction in that taxation year or in a subsequent taxation year. In those circumstances it is possible that a Canadian holder may be entitled to recognize a capital loss on the disposition of the Old Notes in the taxation year or a subsequent disposition of the New Notes in the taxation year or a subsequent taxation year; however, if a Canadian holder realizes a capital loss, such loss is deductible only against capital gains of the Canadian holder and not other amounts included in the Canadian holder’s income. See “Certain Canadian Federal Income Tax Consequences — Taxation of the Exchange Offers and Consent Solicitations”.

The U.S. federal income tax consequences to holders who do not tender their Old Notes pursuant to the Exchange Offers are unclear.

The adoption of the Proposed Amendments to the applicable Thomson Reuters Indenture may result in a deemed exchange of Old Notes for “new” notes for U.S. federal income tax purposes. If, as we believe is more likely, the adoption of the Proposed Amendments does not result in such a deemed exchange, then non-exchanging holders should not recognize gain or loss for U.S. federal income tax purposes as a result of the adoption of the Proposed Amendments and the completion of the Exchange Offers. However, if, contrary to our intended tax position, the adoption of the Proposed Amendments results in such a deemed exchange, then the U.S. federal income tax consequences to a U.S. Holder could differ materially from the tax consequences if there were not such a deemed exchange, and such consequences could include the recognition of taxable gain upon the deemed exchange of the Old Notes for “new” notes. See “Certain U.S. Federal Income Tax Consequences — Tax Consequences to Non-Exchanging Holders.”

Our actual financial results may differ, potentially materially, from the forward-looking information incorporated by reference in this prospectus.

We have incorporated by reference into this prospectus certain forward-looking information, including outlook regarding our financial results for the year ending December 31, 2025 and our updated 2026 financial framework. This outlook and our updated 2026 financial framework are based upon a number of assumptions and estimates that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. This outlook and our updated 2026 financial framework are preliminary, subject to change, and based only upon information available as of the date it was released. Our actual results may prove to be different, potentially materially, from the forward-looking information incorporated by reference herein. In light of the foregoing, investors are urged to consider this forward-looking information in context and to not place undue reliance on it.

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Risk Factors Related to the New Notes

TR Finance’s ability to meet its financial obligations is dependent on receipt of funds from other companies in the Thomson Reuters group.

TR Finance is a financing vehicle for TRC and its consolidated subsidiaries. TR Finance has no independent operations, other than raising debt for use by Thomson Reuters, hedging such debt when appropriate and on-lending funds to companies in the Thomson Reuters group. TR Finance will lend substantially all net proceeds of its borrowings (including the cash subscription price received from TRC as consideration for the New Notes issued to TRC in connection with the Exchange Offers) to companies in the Thomson Reuters group. Accordingly, the likelihood that holders of the New Notes will receive interest, principal payments and any premiums will depend on the financial position of such companies in the Thomson Reuters group and their ability to make interest payments on, and repay, such loans, and on the financial position and creditworthiness of the Guarantors.

There may not be a trading market for the New Notes.

Although we intend to apply to list the New Notes on a U.S. national securities exchange, there can be no assurance that any series of New Notes will be listed or as to the development or liquidity of any market for the New Notes. There can also be no assurance regarding the ability of holders of New Notes to sell their New Notes or the price at which such holders may be able to sell their New Notes. If a trading market were to develop, the New Notes could trade at prices that may be higher or lower than the initial offering price and this may result in a return that is greater or less than the interest rate on the New Notes, in each case depending on many factors, including, among other things, prevailing interest rates, Thomson Reuters’ financial results, any change in Thomson Reuters’ credit-worthiness and the market for similar securities.

The Dealer Managers may make a market in the New Notes as permitted by applicable laws and regulations but will have no obligation to do so, and any such market-making activities may be discontinued at any time. Therefore, there can be no assurance as to the liquidity of any trading market for the New Notes or that an active public market for the New Notes will develop, in which case you may be unable to sell the New Notes at opportune times, at opportune prices or at all.

Credit ratings may not reflect all risks of an investment in the New Notes and may change.

There can be no assurance that the credit ratings assigned to the New Notes will remain in effect for any given period of time or that the ratings will not be withdrawn or revised at any time. There can be no assurance that DBRS (as defined herein), Fitch (as defined herein), S&P (as defined herein), Moody’s (as defined herein) or any other rating agency will not downgrade its ratings on the New Notes. Real or anticipated changes in credit ratings on the New Notes may affect the market value of the New Notes. In addition, real or anticipated changes in credit ratings can affect the cost at which we can access the capital markets.

The New Notes will be unsecured and would rank equal in right of payment to TR Finance’s existing and future unsecured indebtedness and would be effectively subordinated to any of TR Finance’s future secured indebtedness and any of the Guarantors’ existing and future secured indebtedness.

The New Notes will be unsecured and would rank equal in right of payment to TR Finance’s existing and future unsecured indebtedness. In addition, the New Notes would be effectively subordinated in right of payment to any of TR Finance’s future secured indebtedness, to the extent of the value of the assets securing such indebtedness. TR Finance will not be restricted in its ability to make investments or incur debt. The Guarantee Obligations (as defined herein) will be unsecured and effectively subordinated in right of payment to all of the Guarantors’ existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness.

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The TR Finance Indenture will not restrict the ability of the Guarantors or TR Finance to incur additional indebtedness.

The TR Finance Indenture will not restrict any Guarantor or TR Finance’s ability to incur additional indebtedness, including secured indebtedness generally, which would have a prior claim on the assets securing that indebtedness. Incurrence of additional indebtedness may have important consequences for holders of the New Notes, including making it more difficult for the Guarantors or TR Finance to satisfy its obligations with respect to the New Notes, increasing the amount of indebtedness ranking equal or (if secured) effectively senior to the New Notes in the event of bankruptcy or insolvency, resulting in a loss in the trading value of the New Notes, if any, and increasing the risk that the credit rating of the New Notes is lowered or withdrawn.

In the event of insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of any Guarantor or TR Finance, their respective assets that serve as collateral for any secured indebtedness would be made available to satisfy their respective obligations to secured creditors before any payments are made on the New Notes or the Guarantee Obligations. If there is not enough collateral to satisfy all secured obligations, then any remaining amounts payable in respect of secured obligations would share equally with all senior unsecured obligations, including payment obligations in respect of the New Notes and the Guarantee Obligations (as defined herein). See “Description of New Notes – General”.

The Guarantee Obligations are effectively subordinated to all liabilities of the Guarantors’ subsidiaries other than TR Finance and the Subsidiary Guarantors.

None of the Guarantors’ subsidiaries has guaranteed or otherwise become obligated with respect to the New Notes, except for, with respect to TRC, TR Finance and the Subsidiary Guarantors. Accordingly, each Guarantor’s right to receive assets from any of its subsidiaries upon such subsidiary’s bankruptcy, liquidation or reorganization, and the right of holders of the New Notes to participate in those assets, is effectively subordinated to claims of that subsidiary’s creditors, including trade creditors.

TR Finance and the Guarantors will make only limited covenants in the TR Finance Indenture and these limited covenants may not protect a holder’s investment.

The TR Finance Indenture will not:

●

require TR Finance or the Guarantors to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows or liquidity and, accordingly, does not protect holders of the New Notes in the event that TR Finance experiences significant adverse changes in its financial condition or results of operations;

●

limit TR Finance or TRC’s ability to incur indebtedness that is equal in right of payment to the New Notes;

●

limit the Subsidiary Guarantors’ ability to incur any secured or unsecured indebtedness;

●

restrict TR Finance or the Guarantors’ ability to repurchase its shares;

●

restrict TR Finance or the Guarantors’ ability to make investments or to pay dividends or make other payments in respect of TR Finance’s or the Guarantors’ shares or other securities ranking junior to the New Notes; or

●

necessarily afford holders of New Notes protection should TR Finance or the Guarantors be involved in a transaction that significantly increases TR Finance’s leverage.

The TR Finance Indenture will contain only limited protections in the event of many types of transactions that TRC, TR Finance or the Subsidiary Guarantors could engage in, including acquisitions, refinancings, dispositions, recapitalizations, restructurings or other reorganizations or material strategic transactions that could substantially affect TR Finance’s capital structure and the value of the New Notes. If any such transaction should occur, the value of a holder’s New Notes may decline.

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The Subsidiary Guarantors may be released from their Guarantee Obligations in certain circumstances.

As described under “Description of New Notes — Guarantees,” the Subsidiary Guarantors may be released from their Guarantee Obligations without the consent of the holders of the New Notes in certain circumstances, including a release of a guarantee by the applicable Subsidiary Guarantor if such Subsidiary Guarantor is no longer a direct or indirect 100%-owned subsidiary of TRC.

The Guarantors may be limited by U.S. bankruptcy law in their ability to fulfill their respective Guarantee Obligations.

Federal and state statutes could allow courts, under specific circumstances, to void the Guarantees, subordinate claims in respect of the notes and require note holders to return payments received from Guarantors.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void a guarantee or claims related to the notes or subordinate a guarantee to all of TR Finance’s other debts or to all other debts of a Guarantor if, among other things, TR Finance or a Guarantor, at the time TR Finance or such Guarantor incurred the indebtedness evidenced by its guarantee:

●

intended to hinder, delay or defraud any present or future creditor; or

●

received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness and either:

●

the Guarantor was insolvent or rendered insolvent by reason of such incurrence;

●

the Guarantor was engaged in a business or transaction for which the Guarantor’s remaining assets constituted unreasonably small capital; or

●

the Guarantor intended to incur, or believed that it would incur, debts beyond the Guarantor’s ability to pay such debts as they mature.

In addition, a court could void any payment by a Guarantor pursuant to the New Notes or a guarantee and require that payment be returned to such Guarantor or to a fund for the benefit of the creditors of the Guarantor. The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a Guarantor would be considered insolvent if:

●

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

●

the present fair saleable value of all of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

●

it could not pay its debts as they become due.

There can be no assurance as to what standard a court would apply in making such determinations or that a court would agree with TR Finance or any Guarantors’ conclusions in this regard.

Canadian bankruptcy and insolvency laws may impair the Trustees’ ability to enforce certain remedies under the New Notes.

TRC is organized under the laws of the Province of Ontario, Canada, and a portion of its assets are located in Canada. The rights of the Trustees to enforce certain remedies under the TR Finance Indenture could be

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delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to TRC. For example, both the Bankruptcy and Insolvency Act (Canada) and the Companies’ Creditors Arrangement Act (Canada) contain provisions enabling an insolvent person to obtain a stay of proceedings against its creditors and to file a proposal or plan of compromise or arrangement to be voted on by the various classes of its affected creditors. A restructuring proposal, compromise or arrangement, if accepted by the requisite majorities of each affected class of creditors, and if approved by the relevant Canadian court, would be binding on all creditors within each affected class, including those creditors that did not vote to accept the proposal, compromise or arrangement. Moreover, this legislation, in certain instances, permits the insolvent debtor to retain possession and administration of its property, subject to court oversight, even though it may be in default under the applicable debt instrument, during the period that the stay against proceedings remains in place.

Your ability to enforce civil liabilities under U.S. federal securities laws may be adversely affected because TRC is organized under the laws of Canada, many of the directors and officers of TRC, TR Finance and the Subsidiary Guarantors and some experts named herein are residents of Canada, and a substantial portion of Thomson Reuters’ assets and assets of such persons are located outside the United States.

TRC is organized under the laws of the Province of Ontario, Canada. A substantial portion of Thomson Reuters’ assets are located outside the United States, and many of the directors and officers of TRC, TR Finance and the Subsidiary Guarantors and some of the experts named herein are residents of jurisdictions outside of the United States and the assets of such persons may be located outside of the United States. As a result, it may be difficult to effect service within the United States upon TRC and those directors, officers and experts, or to enforce judgments obtained in U.S. courts against us or such persons either inside or outside of the United States, or to enforce in U.S. courts judgments obtained against TRC or such persons in courts in jurisdictions outside the United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States. There is no certainty that civil liabilities predicated solely upon the federal securities laws of the United States can be enforced in Canada, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the United States or elsewhere may be unenforceable in Canada.

The price at which you will be able to sell your New Notes prior to maturity will depend on a number of factors and may be substantially less than the amount you originally exchanged it for.

We believe that the value of the New Notes in any secondary markets will be affected by the supply and demand of the New Notes, the interest rate and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. We have summarized below what we expect to be the impact on the market value of the New Notes of a change in a specific factor, assuming all other conditions remain constant.

●

Market Interest Rates. In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline. Consequently, if a holder holds New Notes and market interest rates increase, the market value of such New Notes may decline. Neither TRC nor TR Finance can predict future levels of market interest rates.

●

Our Credit Ratings, Financial Condition and Results. Actual or anticipated changes in our credit ratings or financial condition may affect the market value of the New Notes.

The impact of one of the factors above, such as an increase in market interest rates, may offset some or all of any change in the market value of the New Notes attributable to another factor, such as an improvement in our credit ratings.

The New Notes may be redeemed at our option under certain circumstances, which limits the ability of holders of the New Notes to accrue interest over the full stated term of the New Notes.

We may, at our option and from time to time, redeem some or all of the New Notes of each series prior to their maturity under certain circumstances at the redemption prices indicated under the heading “Description of New

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Notes — Optional Redemption” in this prospectus. Holders should not expect us to redeem any New Notes on any particular date thereafter. If we redeem the New Notes for any reason, you will not have the opportunity to continue to accrue and be paid interest to the stated maturity date and you may not be able to reinvest the redemption proceeds you receive in a similar security or in securities bearing similar interest rates or yields.

We may not be able to repurchase the New Notes of any series upon a Change of Control Triggering Event.

Upon the occurrence of a Change of Control Triggering Event (as defined herein) for the New Notes of any series (other than the New 2035 Debentures), subject to certain conditions, we will be required to offer to repurchase all outstanding notes of such series at 101% of their principal amount, plus accrued and unpaid interest. The source of funds for such a repurchase of New Notes would be our available cash or cash generated from our subsidiaries’, if any, operations or other potential sources, including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any Change of Control Triggering Event to make required repurchases of New Notes that are tendered. Our future debt instruments may contain provisions to the effect that certain change of control events will constitute an event of default thereunder entitling the lenders to accelerate any indebtedness outstanding thereunder and/or terminate any commitments thereunder. If the holders of the New Notes of any applicable series exercise their right to require us to repurchase all notes of such series upon a Change of Control Triggering Event, the financial effect of this repurchase could cause a default under future debt instruments, even if the Change of Control Triggering Event itself would not cause a default. It is possible that we will not have sufficient funds at the time of the Change of Control Triggering Event to complete the required repurchase of such notes and repayment of our other debt.

The Change of Control Triggering Event provision for the applicable series of New Notes provides only limited protection against significant events that could negatively impact the value the of the New Notes of those series.

As described above, upon the occurrence of a Change of Control Triggering Event for the New Notes of any series (other than the New 2035 Debentures), subject to certain conditions, we will be required to offer to repurchase all outstanding notes of such series at 101% of their principal amount, plus accrued and unpaid interest. However, the definition of the term “Change of Control Triggering Event” is limited and does not cover a variety of transactions (such as certain acquisitions or recapitalizations) that could negatively impact the value of the New Notes of the applicable series. For a Change of Control Triggering Event to occur, there must be both a change of control and a ratings downgrade. As such, if we enter into a significant corporate transaction that negatively impacts the value of New Notes of an applicable series, but which does not constitute a Change of Control Triggering Event, you would not have any rights to require us to repurchase your New Notes of an applicable series prior to their maturity or to otherwise seek any remedies.

THOMSON REUTERS

- 40 -

We are organized in five reportable segments reflecting how we manage our businesses.


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

		Corporates Serves corporations, ranging from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven products, powered by emerging technologies, including generative AI, and integrated compliance workflow solutions to help them achieve their business outcomes.

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

		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 to financial market professionals exclusively LSEG products.

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

TRC is incorporated under the OBCA. Its registered office and principal executive office is located at 19 Duncan Street, Toronto, Ontario M5H 3H1, Canada.

TR FINANCE

SUBSIDIARY GUARANTORS

West Publishing is an indirect 100%-owned subsidiary of TRC formed under the laws of the State of Minnesota. West Publishing operates part of our Legal Professionals, Corporates and Global Print businesses. West Publishing’s head office is located at 2900 Ames Crossing Road, Suite 100, Eagan, Minnesota 55121, United States.

- 41 -

CAPITALIZATION AND INDEBTEDNESS OF TRC

The following table sets forth TRC’s capitalization and indebtedness (i) as at September 30, 2024 and (ii) as at September 30, 2024 on an as adjusted basis, after giving effect to the financial results disclosed in TRC’s earnings release of February 6, 2025 in respect of TRC’s unaudited preliminary financial results for the three months and full year ended December 31, 2024 and the Exchange Offers. There will be no change to the capital and aggregate indebtedness of TRC on a consolidated basis after giving effect to the Exchange Offers, other than accounting for costs associated with executing the proposed Exchange Offers.

This table should be read in conjunction with TRC’s unaudited consolidated interim financial statements for the nine months ended September 30, 2024 and other information included in the documents incorporated by reference in this prospectus, including TRC’s earnings release of February 6, 2025 in respect of TRC’s unaudited preliminary financial results for the three months and full year ended December 31, 2024.


			Unaudited
	Actual		Adjustments				As Adjusted⁽¹⁾
	As at September 30, 2024		Events Subsequent to September 30, 2024⁽²⁾		Exchange Offers⁽¹⁾		As at September 30, 2024

	(millions of U.S. dollars)
Current indebtedness	$	1,036	$	(63)⁽³⁾		—	$	973
Long-term indebtedness		1,847		—		—		1,847
Old Notes repaid in connection with the Exchange Offers		—		—		(7)⁽⁴⁾		(7)

Total debt		2,883⁽⁵⁾		(63)		(7)		2,813⁽⁵⁾

Equity:
Series II preference shares, no nominal value (authorized, issued and outstanding—6,000,000)		110		—		—		110
Common shares, no nominal value (450,010,485⁽⁶⁾ issued and outstanding; authorized—unlimited)		1,931		26⁽⁶⁾		—		1,957
Contributed surplus		1,421		10⁽⁷⁾		—		1,431
Accumulated other comprehensive loss		(959)		(232)⁽³⁾		—		(1,191)
Retained earnings		9,370		62⁽⁸⁾		(5)⁽⁴⁾		9,427

Total equity		11,873		(134)		(5)		11,734

Total capitalization	$	14,756	$	(197)	$	(12)	$	14,547

(1)	Assumes that, for illustrative purposes, 100% of the Old Notes are validly tendered prior to the Early Tender Time and accepted for exchange.

(2)

Includes adjustments to reflect financial information in respect of the three months and full year ended December 31, 2024 reflected in TRC’s earnings release of February 6, 2025 incorporated by reference herein. Such financial information is preliminary and subject to revision pending completion of the audit of

- 42 -

TRC’s consolidated financial statements for 2024. These preliminary financial results have been prepared by and are the responsibility of TRC’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The report of PricewaterhouseCoopers LLP incorporated by reference in this prospectus refers exclusively to the historical financial statements described therein and does not extend to the preliminary financial information for the three months and year ended December 31, 2024 included in this prospectus and should not be read to do so.

(3)	Represents primarily foreign currency movements during the three months ended December 31, 2024 relating to U.S. dollar presentation.

(4)

No debt or cash will be raised by TRC on a consolidated basis in connection with the Exchange Offers. The effect of the Exchange Offers to TRC on a consolidated basis is limited to $5 million, representing payment of the Consent Solicitation Fee to holders of Old Notes that are validly tendered and not validly withdrawn prior to the Early Tender Time (reflected as a reduction to Retained earnings) and $7 million of transaction costs (reflected as a reduction in Total debt) relating to the issuance of New Notes by TR Finance. In these cost estimates, we assume, for illustrative purposes, that 100% of the Old Notes are validly tendered prior to the Early Tender Time and accepted for exchange.

(5)

Excludes the effect of related debt swaps, which are included within “Other financial assets – current” in our consolidated statement of financial position as at September 30, 2024. If this effect had been included, total debt and total capitalization as at September 30, 2024 would have been lower by $42 million and $21 million higher on an “As Adjusted” basis after considering movements during the three months ended December 31, 2024.

(6)	Common shares as at December 31, 2024, to reflect the adjustment for activity during the three months ended December 31, 2024 for ordinary course operation of employee-share based compensation and dividend reinvestment programs.

(7)	Represents effects from ordinary course operation of employee share-based compensation programs during the three months ended December 31, 2024.

(8)

Represents primarily the effects of net earnings (an increase of $587 million) and dividends declared (a decrease of $243 million) during the three months ended December 31, 2024 as well as a decrease of $267 million reflecting the estimated effects of dividends declared payable on March 10, 2025 to common shareholders of record as of February 20, 2025. See TRC’s earnings release of February 6, 2025 for additional information.

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CAPITALIZATION AND INDEBTEDNESS OF TR FINANCE

The following table sets forth TR Finance’s capitalization and indebtedness (i) as at September 30, 2024 and (ii) as at September 30, 2024 on an as adjusted basis, after giving effect to the Exchange Offers.


	Unaudited
	As at September 30, 2024
	Actual		Adjustments		As adjusted⁽¹⁾
	(millions of U.S. dollars)
Current indebtedness	$	-	$	-	$	-
Long-term indebtedness		-		-		-
New Notes issued in connection with the Exchange Offers		-		1,824		1,824

Total debt		-		1,824		1,824

Equity:
Common shares, $1.00 par value (1 issued and outstanding; 1,000 authorized)		-		-		-

Total equity		-		-		-

Total capitalization	$	-		$1,824		$1,824

(1)	Assumes that, for illustrative purposes, 100% of the Old Notes are validly tendered prior to the Early Tender Time and accepted for exchange.

As consideration for TR Finance issuing to TRC the New Notes to be delivered by TRC to holders of tendered Old Notes in satisfaction of TRC’s obligation to repay the principal amount of such tendered Old Notes, TRC will pay to TR Finance the cash subscription price therefor, which is expected to be $1,831 million, assuming, for illustrative purposes, that 100% of the Old Notes are validly tendered prior to the Early Tender Time and accepted for exchange. This amount represents the fair value of New Notes estimated as of February 4, 2025.

TRC, as parent company, will bear the cost of the Consent Solicitation Fee payable to holders of Old Notes that are validly tendered and not validly withdrawn prior to the Early Tender Time. TR Finance will bear the $7 million of transaction costs relating to issuance of the New Notes.

The subscription price less the transaction costs are presented in the “Adjustments” column as the carrying value of the New Notes within TR Finance.

TR Finance expects that the proceeds it receives from TRC will be loaned to the Subsidiary Guarantors, and/or U.S. affiliates that are direct or indirect shareholders of the Subsidiary Guarantors and expects to meet its interest debt service obligations for the New Notes using interest income from the affiliate loans. TR Finance has no other business activities and, therefore, there are no results of operations to report on for the three months ended December 31, 2024 and no other activities affecting its financial position since September 30, 2024.

TR Finance’s obligations in respect of the New Notes will be further supported by Guarantees provided by the Subsidiary Guarantors and TRC. See “Selected Consolidated Financial Information” for additional information on the financial position and income statement of the Subsidiary Guarantors.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following tables set forth selected financial information which was extracted from, and should be read in conjunction with, our management’s discussion and analysis for the nine months ended September 30, 2024 and for the year ended December 31, 2023, each of which is incorporated by reference in this prospectus.

The information is provided in connection with the full and unconditional guarantee by TRC and the Subsidiary Guarantors of any debt securities issued by TR Finance under the TR Finance Indenture.

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TR Finance was formed for the sole purpose of issuing debt securities. The issuance of New Notes in connection with the Exchange Offers, if completed, will be the first issuance of debt securities by TR Finance. TR Finance has no significant assets or liabilities, as well as no subsidiaries or ongoing business operations of its own. In the event debt securities are issued by TR Finance, including in connection with the Exchange Offers, TR Finance expects that the proceeds will be loaned to the Subsidiary Guarantors, and/or U.S. affiliates that are direct or indirect shareholders of the Subsidiary Guarantors. TR Finance expects to be able to pay interest, premiums, operating expenses and to meet its debt obligations using interest income from the affiliate loans and will be further supported by Guarantees provided by the Subsidiary Guarantors and TRC. However, the ability of TR Finance to pay interest, premiums, operating expenses and to meet its debt obligations will depend upon the ability of the Subsidiary Guarantors and/or such other U.S. affiliates to pay interest and meet debt obligations under the affiliate loans and upon the credit support of the Subsidiary Guarantors and TRC.

The tables below contain condensed consolidating financial information for the following:

●

Parent – TRC, the direct or indirect owner of all of its subsidiaries

●

Subsidiary Issuer – TR Finance

●

Subsidiary Guarantors on a combined basis

●

Non-Guarantor Subsidiaries – Other subsidiaries of TRC on a combined basis that will not guarantee the New Notes or other TR Finance debt securities

●

Eliminations – Consolidating adjustments

●

Thomson Reuters on a consolidated basis

TRC 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, TRC 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 TRC, the Subsidiary Guarantors and non-Guarantor Subsidiaries are reflected in the “Eliminations” column.

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Condensed Consolidating Income Statement

Unaudited

Nine months ended September 30, 2024

(millions of U.S. dollars)

TRC

(Parent)

TR Finance
(Subsidiary
Issuer)

Subsidiary
Guarantors

Non-Guarantor
Subsidiaries

Eliminations

TRC

Consolidated

CONTINUING OPERATIONS

Revenues

–

1,500

4,214

(365)

5,349

Operating expenses

(13)

–

(1,104)

(2,536)

365

(3,288)

Depreciation

–

(29)

(58)

–

(87)

Amortization of computer software

–

(12)

(446)

–

(458)

Amortization of other identifiable intangible assets

–

(30)

(39)

–

(69)

Other operating losses, net

(1)

–

(22)

(37)

–

(60)

Operating (loss) profit

(14)

–

303

1,098

–

1,387

Finance (costs) income, net:

Net interest (expense) income

(106)

–

(97)

Other finance (costs) income

(32)

–

(8)

Intercompany net interest income (expense)

–

(45)

(47)

–

(Loss) income before tax and equity method investments

(60)

–

263

1,079

–

1,282

Share of post-tax earnings in equity method investments

–

Share of post-tax earnings (losses) in subsidiaries

1,461

–

(2)

199

(1,658)

–

Tax benefit (expense)

219

–

(64)

103

–

258

Earnings from continuing operations

1,620

–

197

1,426

(1,658)

1,585

Earnings from discontinued operations, net of tax

–

Net earnings

1,620

–

197

1,461

(1,658)

1,620

Earnings (losses) attributable to:

Common shareholders

1,620

–

197

1,464

(1,658)

1,623

Non-controlling interests

–

(3)

–

(3)

- 46 -

Condensed Consolidating Statement of Financial Position

Unaudited

September 30, 2024

(millions of U.S. dollars)

TRC

(Parent)

TR Finance
(Subsidiary
Issuer)

Subsidiary
Guarantors

Non-Guarantor
Subsidiaries

Eliminations

TRC

Consolidated

Cash and cash equivalents

–

367

1,356

–

1,731

Trade and other receivables

–

192

819

–

1,011

Intercompany receivables

2,777

–

524

3,208

(6,509)

–

Other financial assets

–

Prepaid expenses and other current assets

–

172

222

–

394

Current assets excluding assets held for sale

2,826

–

1,260

5,613

(6,509)

3,190

Assets held for sale

–

136

–

168

Current assets

2,826

–

1,396

5,645

(6,509)

3,358

Property and equipment, net

–

195

235

–

430

Computer software, net

–

1,392

–

1,430

Other identifiable intangible assets, net

–

992

2,173

–

3,165

Goodwill

–

3,729

3,613

–

7,342

Equity method investments

–

277

–

277

Other financial assets

–

307

–

380

Other non-current assets

–

530

–

623

Intercompany receivables

164

–

777

(943)

–

Investments in subsidiaries

14,238

–

497

4,068

(18,803)

–

Deferred tax

223

–

1,203

–

1,426

Total assets

17,522

–

6,944

20,220

(26,255)

18,431

LIABILITIES AND EQUITY

Liabilities

Current indebtedness

1,036

–

1,036

Payables, accruals and provisions

–

287

708

–

1,063

Current tax liabilities

–

296

–

296

Deferred revenue

–

461

583

–

1,044

Intercompany payables

2,696

–

512

3,301

(6,509)

–

Other financial liabilities

–

100

Current liabilities excluding liabilities associated with assets held for sale

3,800

–

1,271

4,977

(6,509)

3,539

Liabilities associated with assets held for sale

–

Current liabilities

3,800

–

1,284

4,986

(6,509)

3,561

Long-term indebtedness

1,847

–

1,847

Provisions and other non-current liabilities

–

663

–

670

Other financial liabilities

–

162

–

243

Intercompany payables

–

778

165

(943)

–

Deferred tax

–

231

–

237

Total liabilities

5,649

–

2,379

5,982

(7,452)

6,558

Equity

Total equity

11,873

–

4,565

14,238

(18,803)

11,873

Total liabilities and equity

17,522

–

6,944

20,220

(26,255)

18,431

- 47 -

Condensed Consolidating Income Statement



	Unaudited Year ended December 31, 2023

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

CONTINUING OPERATIONS

Revenues		-		-		2,165		5,411		(782)		6,794

Operating expenses		(13)		-		(1,607)		(3,296)		782		(4,134)

Depreciation		-		-		(39)		(77)		-		(116)

Amortization of computer software		-		-		(17)		(495)		-		(512)

Amortization of other identifiable intangible assets		-		-		(45)		(52)		-		(97)

Other operating gains, net		42		-		20		335		-		397

Operating profit		29		-		477		1,826		-		2,332

Finance (costs) income, net:
Net interest (expense) income		(190)		-		14		24		-		(152)
Other finance (costs) income		(18)		-		2		(176)		-		(192)
Intercompany net interest income (expense)		203		-		(54)		(149)		-		-

Income before tax and equity method investments		24		-		439		1,525		-		1,988

Share of post-tax earnings in equity method investments		-		-		-		1,075		-		1,075

Share of post-tax earnings in subsidiaries		2,673		-		57		337		(3,067)		-

Tax expense		-		-		(102)		(315)		-		(417)

Earnings from continuing operations		2,697		-		394		2,622		(3,067)		2,646

(Loss) earnings from discontinued operations, net of tax		(2)		-		-		51		-		49

Net earnings		2,695		-		394		2,673		(3,067)		2,695

Earnings attributable to common shareholders		2,695		-		394		2,673		(3,067)		2,695

- 48 -

Condensed Consolidating Statement of Financial Position



	Unaudited December 31, 2023

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

Cash and cash equivalents		24		–		182		1,092		–		1,298
Trade and other receivables		–		–		276		846		–		1,122
Intercompany receivables		2,666		–		465		3,402		(6,533)		–
Other financial assets		–		–		6		60		–		66
Prepaid expenses and other current assets		–		–		212		223		–		435
Current assets excluding assets held for sale		2,690		–		1,141		5,623		(6,533)		2,921
Assets held for sale		–		–		–		–		–		–
Current assets		2,690		–		1,141		5,623		(6,533)		2,921

Property and equipment, net		–		–		200		247		–		447
Computer software, net		–		–		49		1,187		–		1,236
Other identifiable intangible assets, net		–		–		1,021		2,144		–		3,165
Goodwill		–		–		3,803		2,916		–		6,719
Equity method investments		–		–		–		2,030		–		2,030
Other financial assets		116		–		6		322		–		444
Other non-current assets		–		–		116		502		–		618
Intercompany receivables		188		–		2		778		(968)		–
Investments in subsidiaries		14,572		–		489		3,943		(19,004)		–
Deferred tax		–		–		–		1,104		–		1,104
Total assets		17,566		–		6,827		20,796		(26,505)		18,684

LIABILITIES AND EQUITY

Liabilities

Current indebtedness		372		–		–		–		–		372
Payables, accruals and provisions		55		–		317		742		–		1,114
Current tax liabilities		–		–		–		248		–		248
Deferred revenue		–		–		337		655		–		992
Intercompany payables		2,768		–		634		3,131		(6,533)		–
Other financial liabilities		400		–		15		92		–		507
Current liabilities excluding liabilities associated with assets held for sale		3,595		–		1,303		4,868		(6,533)		3,233
Liabilities associated with assets held for sale		–		–		–		–		–		–
Current liabilities		3,595		–		1,303		4,868		(6,533)		3,233

Long-term indebtedness		2,905		–		–		–		–		2,905
Provisions and other non-current liabilities		2		–		6		684		–		692
Other financial liabilities		–		–		76		161		–		237
Intercompany payables		–		–		778		190		(968)		–
Deferred tax		–		–		232		321		–		553
Total liabilities		6,502		–		2,395		6,224		(7,501)		7,620

Equity

Total equity		11,064		–		4,432		14,572		(19,004)		11,064

Total liabilities and equity		17,566		–		6,827		20,796		(26,505)		18,684

- 49 -

INTEREST COVERAGE OF TRC

The information contained in this section was derived from TRC’s earnings release of February 6, 2025 in respect of TRC’s unaudited preliminary financial results for the three months and full year ended December 31, 2024, TRC’s unaudited consolidated interim financial statements for the nine months ended September 30, 2024, TRC’s audited consolidated financial statements for the year ended December 31, 2023 and the related management’s discussion and analysis for the nine months ended September 30, 2024 and year ended December 31, 2023, each of which is incorporated by reference in this prospectus.

The following ratios are for the 12 months ended December 31, 2024, as disclosed in TRC’s earnings release of February 6, 2025 in respect of TRC’s unaudited preliminary financial results for the year ended December 31, 2024, the 12 months ended September 30, 2024 and the 12 months ended December 31, 2023. There will be no change to the interest coverage of TRC after giving effect to the Exchange Offers. These ratios are also adjusted to give effect to repayments of debt securities, as if such repayments occurred at the beginning of each period. These ratios do not purport to reflect actual ratios that would have resulted if the transactions had actually occurred on that date, nor are they indicative of ratios for any future periods.


	12 Months Ended
	December 31, 2024⁽¹⁾	September 30, 2024	December 31, 2023
Net earnings attributable to common shareholders before deducting interest expense (which includes the effect of related debt swaps) and before tax expense ⁽²⁾	$2,277 million⁽³⁾	$2,264 million⁽³⁾	$3,349 million⁽³⁾

Adjusted annualized interest on total debt ⁽²⁾	$142 million	$146 million	$139 million

Interest coverage ratio	16.0x	15.5x	24.1x

TRC’s borrowing cost requirements, after giving effect to the issue of New Notes to be distributed under this prospectus, amounted to $146 million for the 12 months ended September 30, 2024. TRC’s profit or loss attributable to common shareholders before borrowing costs and income tax for the 12 months then ended was $2,264 million, which is 15.5 times TRC’s borrowing cost requirements for this period.

Below, we have also provided a supplemental calculation of our interest coverage ratios based on Adjusted EBITDA, which is a non-IFRS financial measure. We describe Adjusted EBITDA and provide a reconciliation to the most directly comparable IFRS financial measure in each of our management’s discussion and analysis incorporated by reference in this prospectus as well as our earnings release of February 6, 2025.


	12 Months Ended
	December 31, 2024⁽¹⁾	September 30, 2024	December 31, 2023
Adjusted EBITDA ⁽²⁾	$2,779 million	$2,768 million	$2,678 million

Adjusted annualized interest on total debt ⁽²⁾	$142 million	$146 million	$139 million

Interest coverage ratio	19.6x	19.0x	19.3x

(1)

We caution you that the financial information included in respect of the year ended December 31, 2024 is preliminary and subject to revision pending completion of the audit of TRC’s consolidated financial statements for 2024. These preliminary financial results have been prepared by and are the responsibility of TRC’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The report of PricewaterhouseCoopers LLP incorporated by reference in this prospectus refers exclusively to the historical financial statements described therein and does not extend to the preliminary financial information for the year ended December 31, 2024 included in this prospectus and should not be read to do so.

- 50 -

(2)	Excludes non-cash interest expense on pension and other post-employment benefit plans and the interest expense component of lease payments that TRC reports in finance costs within its consolidated income statement.

(3)

Includes $68 million, $339 million and $1,099 million in the 12 months ended December 31, 2024, September 30, 2024, and December 31, 2023, respectively for TRC’s share of post-tax earnings in York Parent Limited and its subsidiaries (“YPL”), an equity method investment. YPL held TRC’s indirect investment in London Stock Exchange Group plc (“LSEG”) shares. TRC sold its remaining indirect interest in LSEG shares in the second quarter of 2024. See note 8 and note 9 to TRC’s unaudited consolidated interim financial statements for the nine months ended September 30, 2024, and audited consolidated financial statements for the year ended December 31, 2023, respectively, for additional information.

INTEREST COVERAGE OF TR FINANCE

We expect TR Finance to have an interest coverage ratio of at least 1.00x based on the interest income it will earn from loans it expects to extend to affiliates that are direct or indirect shareholders of the Subsidiary Guarantors. TR Finance has no other independent sources of funding and no other operations.

PRIOR SALES

No New Notes or securities convertible or exchangeable into New Notes have been distributed in the twelve-month period prior to the date of this prospectus.

USE OF PROCEEDS

Thomson Reuters will not receive any net cash proceeds on a consolidated basis from the issuance and exchange of the New Notes in connection with the Exchange Offers. In exchange for delivering the New Notes, which will satisfy TRC’s obligation to repay the principal amount of the tendered Old Notes, TRC will receive such tendered Old Notes, and such Old Notes will be cancelled shortly after the completion of the Exchange Offers.

SELLING SECURITYHOLDER

The New Notes to be delivered in connection with the Exchange Offers will be delivered by TRC. TRC indirectly owns 100% of TR Finance. As of the date of this prospectus, TRC does not own, beneficially or of record, or control or direct any New Notes. Upon closing, TRC will effect the Exchange Offers and Consent Solicitations by: (i) subscribing for the principal amount of each series of New Notes that corresponds to the consideration payable (taking into account the Total Consideration or Exchange Offer Consideration, as applicable) for the amount of validly tendered and accepted Old Notes of the corresponding series, (ii) satisfying repayment of the principal amount of such Old Notes by delivering to the holders thereof such New Notes, and (iii) where applicable, paying the Consent Solicitation Fee to holders as consideration for consenting to the Proposed Amendments. As such, the amount of New Notes being distributed for the account of TRC will not be known until following the Expiration Time and, following the distribution, TRC will not own, beneficially or of record, or control or direct any New Notes.

As of February 10, 2025, Woodbridge and its affiliates beneficially owned approximately 70% of TRC’s common shares and is the principal and controlling shareholder of Thomson Reuters.

Woodbridge, a private company, is the primary investment vehicle for members of the family of the late Roy H. Thomson, the first Lord Thomson of Fleet. Woodbridge is a professionally managed company that, in addition to its controlling interest in Thomson Reuters, has other substantial investments.

Prior to his passing in 2006, Kenneth R. Thomson controlled TRC through Woodbridge. He did so by holding shares of a holding company of Woodbridge, Thomson Investments Limited. Under his estate arrangements, the 2003 TIL Settlement, a trust of which the trust company subsidiary of a Canadian chartered bank is trustee and members of the family of the late first Lord Thomson of Fleet are beneficiaries, holds those holding company shares. Kenneth R. Thomson established these arrangements to provide for long-term stability of the business of Woodbridge. The equity of Woodbridge continues to be owned by members of successive generations of the family of the first Lord Thomson of Fleet.

- 51 -

Under the estate arrangements of Kenneth R. Thomson, the directors and officers of Woodbridge are responsible for its business and operations. In certain limited circumstances, including very substantial dispositions of TRC common shares by Woodbridge, the estate arrangements provide for approval of the trustee to be obtained.

THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS

Purpose of the Exchange Offers and Consent Solicitations

Mechanics of the Exchange Offers

Upon closing, TRC and TR Finance will effect the Exchange Offers and Consent Solicitations by completing the following three steps:

●

Step 1: TRC will subscribe for the principal amount of each series of New Notes that corresponds to the consideration payable (taking into account the Total Consideration or Exchange Offer Consideration, as applicable) for the amount of validly tendered and accepted Old Notes of the corresponding series;

●

Step 2: TRC will satisfy repayment of the principal amount of such Old Notes by delivering to the holders thereof such New Notes; and

●

Step 3: Where applicable, TRC will pay the Consent Solicitation Fee to holders of validly tendered and accepted Old Notes as consideration for consenting to the Proposed Amendments.

Terms of the Exchange Offers and Consent Solicitations

In the Exchange Offers, TRC is offering, in exchange for a holder’s outstanding Old Notes, to pay the Consent Solicitation Fee (as further described below) and deliver the following New Notes:


Aggregate Principal Amount Outstanding	Series of Old Notes to be Exchanged	Series of New Notes to be Issued	Interest Payment Dates for Both the Old Notes and New Notes	Record Dates for Both the Old Notes and New Notes
$500,000,000	3.350% Notes due 2026	New 2026 Notes	Bi-annually, on May 15 and November 15 in each year.	Bi-annually, on May 1 and November 1 in each year.

$500,000,000	5.850% Notes due 2040	New 2040 Notes	Bi-annually, on April 15 and October 15 in each year.	Bi-annually, on April 1 and October 1 in each year.

$119,045,000	4.500% Notes due 2043	New 4.50% 2043 Notes	Bi-annually, on May 23 and November 23 in each year.	Bi-annually, on May 9 and November 9 in each year.

- 52 -


Aggregate Principal Amount Outstanding	Series of Old Notes to be Exchanged	Series of New Notes to be Issued	Interest Payment Dates for Both the Old Notes and New Notes	Record Dates for Both the Old Notes and New Notes
$350,000,000	5.650% Notes due 2043	New 5.65% 2043 Notes	Bi-annually, on May 23 and November 23 in each year.	Bi-annually, on May 9 and November 9 in each year.

$400,000,000	5.500% Debentures due 2035	New 2035 Debentures	Bi-annually, on February 15 and August 15 in each year.	Bi-annually, on February 1 and August 1 in each year.

In connection with the Exchange Offers, TRC will be soliciting consents from each holder of Old Notes to adopt the Proposed Amendments. Holders may not consent to the Proposed Amendments without tendering their Old Notes in the applicable Exchange Offer and may not tender their Old Notes for exchange without consenting to the applicable Proposed Amendments.

In respect of each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New York City time, on February 25, 2025, and not validly withdrawn, holders will receive the Total Consideration, which consists of the exchange consideration of $1,000 principal amount of New Notes of the applicable series, in exchange for such Old Notes, as well as the Consent Solicitation Fee, which consists of $2.50 in cash, for consenting to the Proposed Amendments by tendering such Old Notes. In exchange for each $1,000 principal amount of Old Notes, as applicable, that is validly tendered after the Early Tender Time but prior to the Expiration Time, and not validly withdrawn, holders will receive only the Exchange Offer Consideration, which consists of $970 principal amount of New Notes of the applicable series. Holders who have validly consented to the Proposed Amendments by tendering such Old Notes after the Early Tender Time but prior to the Expiration Time will not receive the Consent Solicitation Fee.

Each series of New Notes will be issued in the same minimum denomination as the corresponding series of Old Notes for which they are being offered in exchange for (being $2,000 in principal amount and integral multiples of $1,000 in excess thereof in the case of the New 2026 Notes, the New 2040 Notes, the New 4.50% 2043 Notes and the New 5.65% 2043 Notes and $1,000 in principal amount and integral multiples of $1,000 in excess thereof in the case of the New 2035 Debentures), other than as described below. See “Description of New Notes — General.” In order to be eligible to receive New Notes pursuant to the Exchange Offers, a holder must validly tender for exchange an amount of the applicable Old Notes at least equal to such minimum denomination. If, with respect to any tender of Old Notes of a particular series, TRC would be required to deliver a New Note in a denomination other than the applicable minimum denomination, or an integral multiple of $1,000 in excess thereof, for the New 2035 Debentures, TRC will, in lieu of such delivery:

●

deliver a New Note in a principal amount that has been rounded down to the nearest lesser integral multiple of $1,000 above such minimum denomination; and

●

- 53 -

Each series of New Notes issued pursuant to the Exchange Offers will have the same interest rate, interest payment dates and maturity date, and the economic terms of the optional redemption provisions will be the same, as the corresponding series of Old Notes for which they are being offered in exchange. Each New Note will bear interest from and including the Settlement Date to, but not including, the next interest payment date, which interest will be paid by TR Finance on the next interest payment date. Interest will continue to accrue on the tendered Old Notes from the most recent interest payment date of the tendered Old Note to, but not including, the Settlement Date, irrespective of whether a record date for payment falls before or after the Settlement Date, which interest will be paid by TRC on the next interest payment date (and not on the Settlement Date). Consequently, holders of New Notes who validly tender their Old Notes prior to the Early Tender Time and receive the Total Consideration will receive the same total amount of interest payments that they would have received had they not exchanged their Old Notes in the applicable Exchange Offer and Consent Solicitation. Holders who trade, or otherwise dispose of, their New Notes prior to the first applicable record date for payment of interest following the Settlement Date will not be entitled to receive any interest on the applicable New Note or the corresponding tendered Old Note. Holders of Old Notes that are accepted for exchange will be deemed to have (i) agreed to defer payment by TRC of the interest accrued on the tendered Old Notes to (but not including) the Settlement Date until the first interest payment date of the corresponding New Notes, and (ii) waived the right to receive any payment from TRC in respect of interest accrued on such Old Notes from and including the Settlement Date. Interest will continue to accrue on Old Notes that are not tendered in the applicable Exchange Offer and Consent Solicitation in accordance with the terms of such Old Notes. Subject to the minimum denominations as described herein, the principal amount of each New Note will be rounded down, if necessary, to the nearest integral multiple of $1,000, and TRC will pay cash equal to the difference between (i) the principal amount of the New Notes to which the tendering holder would otherwise be entitled and (ii) the principal amount of the New Notes actually issued.

Each series of New Notes is a new series of New Notes that will be issued under the TR Finance Indenture and one or more supplements setting forth the terms of the respective series. The terms of the New Notes will include those expressly set forth in such notes and the TR Finance Indenture and those made part of the TR Finance Indenture by reference to the Trust Indenture Act.

If a holder validly tenders Old Notes before the Early Tender Time, such holder may validly withdraw their tender in respect of such Old Notes at any time before the Expiration Time, but such holder will not receive the Total Consideration and the Consent Solicitation Fee unless they validly re-tender such notes before the Early Tender Time. Tenders of Old Notes may not be withdrawn after the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time during the Extended Withdrawal Period. Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

The consummation of the Exchange Offers and Consent Solicitations is subject to, and conditional upon, the satisfaction or waiver of the conditions discussed under “— Conditions to the Exchange Offers and Consent Solicitations”. TRC may, at its option and in its sole discretion, waive any such conditions, except the condition that the registration statement of which this prospectus forms a part has been declared effective under the U.S. Securities Act and the condition that the OSC has issued a receipt for the final prospectus relating to the Exchange Offers and Consent Solicitations in accordance with MI 11-102 on behalf of itself and the Qualifying Authorities. For information about other conditions to TRC’s obligations to consummate the Exchange Offers and Consent Solicitations, see “— Conditions to the Exchange Offers and Consent Solicitations.” For a description of the Proposed Amendments, see “The Proposed Amendments”. The Requisite Consents for a given series of Old Notes must be received in order for the applicable terms of such Old Notes and the Thomson Reuters Indenture applicable to such Old Notes to be amended. If the Requisite Consent Condition is not satisfied with respect to such series of Old Notes, the Proposed Amendments may still become effective with respect to any other series of Old Notes for which the Requisite Consents are received and the Requisite Consent Condition is satisfied.

- 54 -

It is expected that the Tenth Supplemental Indenture to the Thomson Reuters Base Indenture will be duly executed and delivered by TRC and the Trustees on or about the Settlement Date to give effect to the Proposed Amendments in respect of each series of Old Notes for which the Requisite Consent Condition is satisfied. The Proposed Amendments contained therein will become effective from the Settlement Date. The Proposed Amendments will not affect any series of notes under the Thomson Reuters Base Indenture that are not subject to the Exchange Offers and Consent Solicitations.

Conditions to the Exchange Offers and Consent Solicitations

The consummation of the Exchange Offers and Consent Solicitations is subject to the following statements being true:

(a)

The registration statement of which this prospectus forms a part has been declared effective by the SEC;

(b)

The OSC has issued a receipt for the final prospectus relating to the Exchange Offers and Consent Solicitations in accordance with MI 11-102 on behalf of itself and the Qualifying Authorities;

(c)

No action or event has occurred or been threatened in writing (including a default under an agreement, indenture or other instrument or obligation to which Thomson Reuters or one of its affiliates, as applicable, is a party or by which Thomson Reuters or one of its affiliates, as applicable, is bound), no action is pending, no action has been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction has been promulgated, enacted, entered, enforced or deemed applicable to the Exchange Offers, the Consent Solicitations, the Proposed Amendments or the exchange of Old Notes under the Exchange Offers, by or before any court or governmental, regulatory or administrative agency, authority or tribunal, which either:

●

in TRC’s reasonable judgment, challenges the making of the Exchange Offers, Consent Solicitations the Proposed Amendments or the exchange of Old Notes under the Exchange Offers, or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the Exchange Offers, the Consent Solicitations, the Proposed Amendments or the exchange of Old Notes under the Exchange Offer; or

●

in TRC’s reasonable judgment, is likely to materially affect the business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects of Thomson Reuters, or materially impair the contemplated benefits to Thomson Reuters of the Exchange Offers, the Consent Solicitations, the Proposed Amendments or the exchange of the Old Notes under the Exchange Offers;

(d)

None of the following has occurred:

●

any general suspension of trading in securities on any Canadian marketplace, United States national securities exchange or in the over-the-counter market;

●

a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the United States or Canada (whether or not mandatory);

●

a commencement or escalation of a war, armed hostilities, terrorist act or other national or international crisis directly relating to the United States or Canada, if the effect of any such event, in TRC’s reasonable judgment, is reasonably likely to have a material adverse effect on us or on our ability to proceed with the Exchange Offers, the Consent Solicitations or the Proposed Amendments, or the exchange of Old Notes under the Exchange Offers;

●

any limitation (whether or not mandatory) by any governmental authority on, or other event, in TRC’s reasonable judgment, having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in the United States or Canada; or

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●

in the case of any of the foregoing existing at the time of the commencement of the Exchange Offers and Consent Solicitations, a material acceleration or worsening thereof which, in our reasonable judgment, is reasonably likely to have a material adverse effect on us or on our ability to complete the Exchange Offers and Consent Solicitations;

(e)

None of the Trustees has objected in any respect to, or taken any action that could, in TRC’s reasonable judgment, adversely affect the consummation of, any of the Exchange Offers, the Consent Solicitations or the Proposed Amendments or the exchange of Old Notes under the Exchange Offers, nor has any of the Trustees taken any action that challenges the validity or effectiveness of the procedures used by us in making the Exchange Offers or the Consent Solicitations or the exchange of the Old Notes under the Exchange Offers; and

(f)

No change (or development involving a prospective change) has occurred in our business, properties, assets, liabilities, financial condition, operations, results of operations or prospects and our subsidiaries taken as a whole that, in our reasonable judgment, is or may be adverse to us, and we have not become aware of facts that, in our reasonable judgment, have or may have adverse significance with respect to the applicable Old Notes or the New Notes or the Exchange Offers, Consent Solicitations or the Proposed Amendments.

The Requisite Consents for a given series of Old Notes must be received in order for the applicable terms of such Old Notes and the Thomson Reuters Indenture applicable to such Old Notes to be amended. If the Requisite Consent Condition is not satisfied in respect of such series of Old Notes, the Proposed Amendments may still become effective with respect to any other series of Old Notes for which the Requisite Consents are received and the Requisite Consent Condition is satisfied.

All of these conditions are for the sole benefit of TRC and, except for the condition that the registration statement of which this prospectus forms a part has been declared effective under the U.S. Securities Act and the condition that the OSC has issued a receipt for the final prospectus relating to the Exchange Offers and Consent Solicitations in accordance with MI 11-102 on behalf of itself and the Qualifying Authorities, may be waived by TRC, in whole or in part in its sole discretion. Any determination made by TRC concerning these events, developments or circumstances shall be conclusive and binding, subject to the rights of the holders of the Old Notes to challenge such determination in a court of competent jurisdiction. All conditions to the Exchange Offers and Consent Solicitations must be satisfied or, where permitted, waived, at or by the Expiration Time.

Expiration Time; Extensions; Amendments

The Expiration Time for each Exchange Offer shall be 5:00 p.m., New York City time, on March 17, 2025, subject to TRC’s right to extend that date and time in its sole discretion, in which case the Expiration Time shall be the latest date and time to which TRC has extended such Exchange Offer.

Subject to applicable law, TRC expressly reserves the right, in its sole discretion to:

(a)

delay accepting any Old Notes to extend one or more of the Exchange Offers and Consent Solicitations or to terminate one or more of the Exchange Offers and Consent Solicitations and not accept any Old Notes; and

(b)

amend, modify or waive in part or whole, at any time, or from time to time, the terms of one or more of the Exchange Offers and Consent Solicitations in any respect, including waiver of any conditions to consummation of one or more of the Exchange Offers and Consent Solicitations (except the condition that the registration statement of which this prospectus forms a part has been declared effective under the U.S. Securities Act and the condition that the OSC has issued a receipt for the final prospectus relating to the Exchange Offers and Consent Solicitations in accordance with MI 11-102 on behalf of itself and the Qualifying Authorities).

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If TRC amends, extends, terminates or withdraws any of the Exchange Offers or Consent Solicitations, TRC will give written notice thereof to the Exchange Agent and Information Agent and will make a public announcement thereof as promptly as practicable and, in the case of an extension of the Expiration Time, no later than 9:00 a.m. New York City time, on the next business day after the scheduled Expiration Time. Without limiting the manner in which TRC may choose to make a public announcement of any extension, amendment or termination of any of the Exchange Offers or Consent Solicitations, TRC will not be obligated to publish, advertise or otherwise communicate any such public announcement, other than by making a timely press release to any appropriate news agency.

The minimum period during which the Exchange Offers and Consent Solicitations will remain open following material changes in the terms of the Exchange Offers and Consent Solicitations or in the information concerning the Exchange Offers will depend upon the facts and circumstances of such change, including the relative materiality of the changes.

In accordance with Rule 14e-1 under the U.S. Exchange Act, if TRC elects to change the consideration offered, the percentage of Old Notes sought, the Exchange Offers will remain open for a minimum ten-business-day period following the date that the notice of such change is first published or sent to holders of the Old Notes.

If the registration statement of which this prospectus forms a part or the terms of the Exchange Offers are changed or amended in a manner determined by us to constitute a material change, consistent with Rule 13e-4(d) and Rule 14d-4(d) under the U.S. Exchange Act (as applicable to the Exchange Offers by way of Rule 162(a)(2) under the U.S. Securities Act), we will promptly disclose any such change or amendment in a manner reasonably calculated to inform holders of the Old Notes of such amendment, and, as required by Rule 13e-4(e) and Rule 14d-4(d) under the U.S. Exchange Act, will extend the Exchange Offers for (i) 5 business days for any material changes other than changes to the Exchange Offer consideration or the principal amount of Old Notes offered for exchange, and (ii) 10 business days for any material changes that would constitute a post-effective amendment to the registration statement of which this prospectus forms a part, in either case with, for the avoidance of doubt, withdrawal rights continuing to apply during any such extension.

Subject to applicable law, each Exchange Offer and Consent Solicitation is being made independently of the other Exchange Offers and Consent Solicitations, and TRC reserves the right to terminate, withdraw, amend or waive any condition to each Exchange Offer and each Consent Solicitation independently of the other Exchange Offers and Consent Solicitations at any time and from time to time, as described in this prospectus.

Effect of Tender

Any tender of an Old Note by a noteholder that is not validly withdrawn will constitute a binding agreement between that holder and TRC upon the terms and subject to the conditions of the Exchange Offers and Consent Solicitations. The acceptance of the Exchange Offers and Consent Solicitations by a tendering holder of Old Notes will constitute the agreement by that holder to deliver good and marketable title to the tendered Old Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind. If a holder validly tenders Old Notes before the Early Tender Time, such holder may validly withdraw their tender in respect of such Old Notes at any time before the Expiration Time, but such holder will not receive the Total Consideration and the Consent Solicitation Fee unless they validly re-tender such notes before the Early Tender Time. Tenders of Old Notes may not be withdrawn after the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time during the Extended Withdrawal Period.

In addition, if the Proposed Amendments have become effective with respect to a series of Old Notes, the amendments will apply to all Old Notes of such series that are not exchanged in the applicable Exchange Offer, even though the holders of such Old Notes did not consent to the Proposed Amendments. Thereafter, all such Old Notes will be governed by the Thomson Reuters Indenture, as amended by the Proposed Amendments. If the Proposed Amendments become effective, the Thomson Reuters Indenture, as so amended, will have reduced reporting requirements and fewer restrictive terms and afford reduced protection to the remaining holders of those notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes. See “Risk Factors — Risk Factors Related to the Exchange Offers and Consent Solicitations”.

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Absence of Dissenters’ Rights

Holders of the Old Notes do not have any appraisal or dissenters’ rights under the OBCA, the laws of the State of New York, the Old Notes, or under the terms of the Thomson Reuters Indenture in connection with the Exchange Offers and Consent Solicitations.

Acceptance of Old Notes for Exchange; Delivery of New Notes; Effectiveness of Proposed Amendments

Assuming the conditions to the Exchange Offers and Consent Solicitations are satisfied or waived, the New Notes to be delivered in connection with the Exchange Offers will be delivered in book-entry form on the Settlement Date (in exchange for Old Notes that are validly tendered (and not validly withdrawn) before the Expiration Time and accepted for exchange).

TRC will be deemed to have accepted validly tendered Old Notes (and will be deemed to have accepted validly delivered consents to the Proposed Amendments) if and when TRC has given written notice thereof to the Exchange Agent and Information Agent. Subject to the terms and conditions of the Exchange Offers and Consent Solicitations, delivery of New Notes in connection with the exchange for Old Notes accepted by TRC will be made by the Exchange Agent and Information Agent on the Settlement Date upon receipt of such notice. The Exchange Agent and Information Agent will act as agent for participating holders of the Old Notes for the purpose of receiving Old Notes from, and transmitting New Notes and the Consent Solicitation Fee to, such holders. If any tendered Old Notes are not accepted for any reason set forth in the terms and conditions of the Exchange Offers and Consent Solicitations or are withdrawn prior to the Expiration Time, such unaccepted or withdrawn Old Notes will be returned without expense to the tendering holder promptly after such withdrawal or the expiration or termination of the Exchange Offers.

Procedures for Consent and Tendering

If a holder holds Old Notes and wishes to have those notes exchanged for New Notes, such holder must validly tender (or cause the valid tender of) such Old Notes using the procedures described in this prospectus. The proper tender of Old Notes will constitute an automatic consent to the Proposed Amendments.

The procedures by which a holder may tender or cause to be tendered Old Notes will depend upon the manner in which such holder holds the Old Notes. Beneficial owners of Old Notes that hold their Old Notes in street name through a broker, dealer, commercial bank, trust company or other nominee must contact the institution that holds their Old Notes and follow such broker’s, dealer’s, commercial bank’s, trust company’s or nominee’s procedures for instructing the tender of such Old Notes. Holders should contact the institution that holds their Old Notes for more details. No alternative, conditional or contingent tenders will be accepted. Currently, all of the Old Notes are held in book-entry form and can only be tendered by following the procedures described below under “— Old Notes Held with DTC.” There will be no letter of transmittal for the Exchange Offers and Consent Solicitations.

Old Notes Held with DTC

Currently, all of the Old Notes are held in book-entry form through DTC and can only be tendered through the applicable procedures of DTC.

Pursuant to authority granted by DTC, if a holder is a DTC participant that has Old Notes credited to their DTC account, and thereby held of record by DTC’s nominee, such holder may directly tender their Old Notes as if

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they were the record holder. Accordingly, references herein to record holders include DTC participants with Old Notes credited to their accounts. Within two business days after the date of this prospectus, the Exchange Agent and Information Agent will establish accounts with respect to the Old Notes at DTC for purposes of the Exchange Offers.

Tenders of Old Notes will be accepted only in the minimum denominations applicable to such series of Old Notes (being $2,000 in principal amount and integral multiples of $1,000 in excess thereof in the case of the New 2026 Notes, the New 2040 Notes, the New 4.50% 2043 Notes and the New 5.65% 2043 Notes and $1,000 in principal amount and integral multiples of $1,000 in excess thereof in the case of the New 2035 Debentures).

Any DTC participant may tender Old Notes and thereby deliver a consent to the Proposed Amendments by effecting a book-entry transfer of the Old Notes to be tendered in the Exchange Offers into the account of the Exchange Agent and Information Agent at DTC and electronically transmitting its acceptance of the Exchange Offers through ATOP procedures for transfer before the Expiration Time.

If ATOP procedures are followed, DTC will verify each acceptance transmitted to it, execute a book-entry delivery to the Exchange Agent and Information Agent’s account at DTC and send an agent’s message to the Exchange Agent and Information Agent. An “agent’s message” is a message, transmitted by DTC to and received by the Exchange Agent and Information Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Old Notes that the participant has received and agrees to be bound by the terms of the Exchange Offers and that TRC may enforce the agreement against the participant. DTC participants following this procedure should allow sufficient time for completion of the ATOP procedures prior to the Expiration Time.

An agent’s message and any other required documents must be transmitted to and received by the Exchange Agent and Information Agent prior to the Expiration Time of the Exchange Offers at one of its addresses set forth on the back cover page of this prospectus. Delivery of these documents to DTC does not constitute delivery to the Exchange Agent and Information Agent.

There will be no letter of transmittal for the Exchange Offers and Consent Solicitations.

Effect of Tendering Old Notes

Subject to and effective upon the acceptance for exchange and the delivery of New Notes in exchange for Old Notes, by tendering Old Notes in accordance with the terms and subject to the conditions set forth in this prospectus and not validly withdrawing such notes, a holder also: (1) waives any and all rights with respect to such Old Notes (including any existing or past defaults and their consequences in respect of the Old Notes); (2) releases and discharges any and all claims related to such Old Notes that such tendering holder may have now, or may have in the future, against TRC, the Trustees and their respective affiliates, including, without limitation, any claims that such tendering holder is entitled to receive additional principal or interest payments with respect to such Old Notes (other than as expressly provided in this prospectus) or to participate in any redemption or defeasance of Old Notes; and (3) irrevocably appoints the Exchange Agent and Information Agent as its true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent and Information Agent also acts as TRC’s agent with respect to the tendered Old Notes, with full power coupled with an interest) to:

●

deliver certificates representing the Old Notes, or transfer ownership of the Old Notes on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity, to or upon TRC’s order;

●

present the Old Notes for transfer on the relevant security register; and

●

receive all benefits or otherwise exercise all rights of beneficial ownership of the Old Notes (except that the Exchange Agent and Information Agent will have no rights to or control over TRC’s or TR Finance’s funds, other than as agent for the tendering holders for the purpose of receiving applicable payments pursuant to the Exchange Offers);

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all in accordance with the terms and conditions of the Exchange Offers as described in this prospectus.

By tendering Old Notes pursuant to the Exchange Offers and delivering its consent in connection with the Consent Solicitations, a holder will, and any direct participant submitting such request on behalf of such holder(s) will in respect of itself and each such holder, be deemed to have acknowledged, agreed, represented, warranted and undertaken, as applicable, to TRC, TR Finance, the Exchange Agent and Information Agent and the Dealer Managers the following, at the time of submission of such request, the Expiration Time and the time of settlement on the Settlement Date (if the holder of such Old Notes or the direct participant is unable to give these acknowledgements, agreements, representations, warranties and undertakings, such holder or direct participant should contact the Exchange Agent and Information Agent immediately):

(1) that such holder has received and read a copy of this prospectus and understands and agrees to be bound by all of the terms and conditions of the Exchange Offers and the Consent Solicitations;

(2) that such holder has full power and authority to tender, sell, assign and transfer the Old Notes tendered thereby (and deliver its consent to the Proposed Amendments thereto) and that when such Old Notes are accepted for purchase and payment by TRC, TRC will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right;

(3) that such holder will, upon request, execute and deliver any additional documents deemed by the Exchange Agent and Information Agent or by TRC to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered thereby;

(4) that such holder has observed the laws of all relevant jurisdictions and obtained all requisite governmental, exchange control or other required consents in each respect in connection with any offer or acceptance in any jurisdiction and that it has not taken or omitted to take any action in breach of the terms of the Exchange Offers and/or the Consent Solicitations or which will or may result in TRC, TR Finance, the Exchange Agent and Information Agent and the Dealer Managers, or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Exchange Offers and/or the Consent Solicitations;

(5) that such holder is not located in any member state of the EEA (each a “Member State”), or if it is located or resident in a Member State, it is (i) a qualified investor as defined within Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); and (ii) not a retail investor (as defined within the section titled “Notices to Certain Non-U.S. and Non-Canadian Holders – European Economic Area”);

(6) that such holder is not located or a resident in Belgium or, if it is located or a resident in Belgium, it is not a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time;

(7) that such holder is not acquiring its interests in the New Notes pursuant to an invitation to the public in the Cayman Islands;

(8) that such holder is not located or resident in France, or if it is located or resident in France, it is a qualified investor (investisseur qualifie) as defined in Article 2(e) of the Prospectus Regulation and in accordance with Articles L. 411-1 and L.411-2 of the French Code monétaire et financier;

(9) that such holder is not located or resident in Hong Kong, or if it is located or resident in Hong Kong, it is a professional investor (as defined in the Securities and Futures Ordinance (Cap. 571., Laws of Hong Kong) and its subsidiary legislation);

(10) that such holder is not resident and/or located in Italy, or, if resident and/or located in Italy, it is an authorized person or is tendering its Old Notes through an authorized person (such as an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Legislative

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Decree No. 58 of February 24, 1998, as amended, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB (as defined herein) and any other Italian authority;

(11) that such holder is not located or resident in Switzerland, or if it is located or resident in Switzerland, it qualifies as a professional client within the meaning of the Swiss Financial Services Act (“FinSA”);

(12) that such holder is not located or resident in Singapore, or if it is located or resident in Singapore, it is (i) an institutional investor under section 274 of the Securities and Futures Act (as defined herein), (ii) a relevant person pursuant to section 275(1) of the Securities and Futures Act, or any person pursuant to section 275(1A) of the Securities and Futures Act, and in accordance with the conditions, specified in section 275 of the Securities and Futures Act, or (iii) otherwise compliant with, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act; and

(13) that such holder is not located or resident in the United Kingdom or, if it is located or resident in the United Kingdom, it is (i) (A) a person falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (“the Financial Promotion Order”)), (B) a person within Article 43 of the Financial Promotion Order, (C) a high net worth entity falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (D) a person to whom this prospectus and any other documents or materials relating to the Exchange Offers and Consent Solicitations may otherwise lawfully be communicated in accordance with the Financial Promotion Order; and (ii) not a retail investor (“Notices to Certain Non-U.S. and Non-Canadian Holders – United Kingdom”).

By tendering Old Notes pursuant to the Exchange Offers and delivering its consent in connection with the Consent Solicitations, the holder will also be deemed to have agreed that the delivery and surrender of the Old Notes is not effective, and the risk of loss of the Old Notes does not pass to TRC or the Exchange Agent and Information Agent, until receipt by the Exchange Agent and Information Agent of a properly transmitted agent’s message together with all accompanying evidence of authority and any other required documents in form satisfactory to TRC.

Holders may not transfer record or beneficial ownership of any Old Notes validly tendered in the Exchange Offers and Consent Solicitations and not validly withdrawn.

The agreement between TRC, TR Finance and a holder set forth in any agent’s message or book-entry confirmation will be governed by, and construed in accordance with, the laws of the State of New York.

In addition, if the Proposed Amendments to the Thomson Reuters Indenture have become effective with respect to a series of Old Notes, the amendments will apply to all Old Notes of such series that are not exchanged in the applicable Exchange Offer, even though the holders of those Old Notes did not consent to the Proposed Amendments. Thereafter, all such Old Notes will be governed by the Thomson Reuters Indenture, as amended by the Proposed Amendments. If the Proposed Amendments become effective, the Thomson Reuters Indenture, as so amended, will have reduced reporting requirements and fewer restrictive terms and afford reduced protection to the remaining holders of those notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes. See “Risk Factors — Risk Factors Related to the Exchange Offers and Consent Solicitations”.

Agent’s Message

Subject to and effective upon the acceptance for exchange and delivery of New Notes, in exchange for Old Notes tendered pursuant to an agent’s message transmitted pursuant to ATOP, a tendering holder of Old Notes:

●

irrevocably sells, assigns and transfers to or upon the order of TRC all right, title and interest in and to, and all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of the Old Notes tendered thereby;

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●

releases and discharges TRC, the Trustees and their respective affiliates from any and all claims such holder may have, now or in the future, arising out of or related to the Old Notes, including any claims that such tendering holder is entitled to receive additional principal or interest payments with respect to the Old Notes (other than as expressly provided in this prospectus) or to participate in any redemption or defeasance of the Old Notes;

●

represents and warrants that the Old Notes tendered were owned as of the date of tender, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind; and

●

irrevocably constitutes and appoints the Exchange Agent and Information Agent as the true and lawful agent and attorney-in-fact of the holder with respect to any tendered Old Notes (with full knowledge that the Exchange Agent and Information Agent also acts as the agent of TRC and TR Finance), with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to cause the Old Notes tendered to be assigned, transferred and exchanged in the Exchange Offers.

No Guaranteed Delivery

There are no guaranteed delivery provisions provided for in conjunction with the Exchange Offers and Consent Solicitation under the terms of this prospectus. Tendering holders must tender their Old Notes in accordance with the procedures set forth above.

Withdrawal of Tenders and Revocation of Corresponding Consents

Tenders of Old Notes in connection with the Exchange Offers and Consent Solicitations may be withdrawn at any time prior to the Expiration Time of the Exchange Offers and Consent Solicitations; provided, that if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time during the Extended Withdrawal Period. Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

Beneficial owners desiring to withdraw Old Notes previously tendered through the ATOP procedures should contact the bank, brokerage, or other nominee DTC participant, as applicable, through which they previously caused their Old Notes to be tendered. In order to withdraw Old Notes previously tendered, a written or printed copy of a notice of withdrawal must be actually received by the Exchange Agent and Information Agent at the place of deposit of the relevant Old Notes. Any such notice of withdrawal must be signed by the DTC participant in the same manner as the participant’s name is listed on the applicable agent’s message, and must specify the name of the person who deposited the Old Notes to be withdrawn, the name of the registered holder if different from that of the person who deposited such Old Notes, and the number of Old Notes to be withdrawn. All signatures on a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program, except that signatures on the notice of withdrawal need not be guaranteed if the Old Notes being withdrawn are held for the account of an eligible institution. A DTC participant may withdraw a tender only if the withdrawal complies with the provisions described in this section.

If a holder is a beneficial owner of Old Notes issued in certificated form and has tendered such notes (but not through DTC) and such holder wishes to withdraw their tendered notes, such holder should contact the Exchange Agent and Information Agent for instructions.

Withdrawals of tenders of Old Notes may not be rescinded. Any Old Notes withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offers and Consent Solicitations. Properly withdrawn Old Notes, however, may be re-tendered by following the procedures described above at any time prior to the Expiration Time.

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Miscellaneous

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes in connection with the Exchange Offers and Consent Solicitations will be determined by TRC, in its sole discretion, and TRC’s determination will be final and binding, subject to any contrary ruling by a court of competent jurisdiction. TRC reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of TRC’s counsel, be unlawful. TRC also reserves the absolute right to waive any defect or irregularity in the tender of any Old Notes in the Exchange Offers and Consent Solicitations, and TRC’s interpretation of the terms and conditions of the Exchange Offers and Consent Solicitations will be final and binding on all parties, subject to any contrary ruling by a court of competent jurisdiction. None of TRC, TR Finance, the Subsidiary Guarantors, the Exchange Agent and Information Agent, the Dealer Managers, or any other person, will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Tenders of Old Notes involving any irregularities will not be deemed to have been made until such irregularities have been cured or waived. Old Notes received by the Exchange Agent and Information Agent in connection with the Exchange Offers and Consent Solicitations that are not validly tendered and as to which the irregularities have not been cured or waived will be returned by the Exchange Agent and Information Agent to (i) a holder by mail if they were tendered in certificated form, or (ii) if they were tendered through the ATOP procedures, the DTC participant who delivered such Old Notes by crediting an account maintained at DTC designated by such DTC participant, in each case promptly after the Expiration Time of the Exchange Offers and Consent Solicitations or the withdrawal or termination of the Exchange Offers and Consent Solicitations.

TRC may also in the future seek to acquire untendered Old Notes in open market or privately-negotiated transactions, through subsequent exchange offers or otherwise. The terms of any of those purchases or offers could differ from the terms of the Exchange Offers.

Transfer Taxes

TRC will pay all transfer taxes, if any, applicable to the transfer of Old Notes to TRC, the repayment of same by TRC, the payment of the Consent Solicitation Fee (if applicable), and the delivery of New Notes pursuant to the Exchange Offers, unless a holder instructs TRC to issue or cause to be issued New Notes, or request that Old Notes not accepted in the Exchange Offers be returned, to a person other than the tendering holder. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holders or any other persons, will be payable by the tendering holder, in which case if satisfactory evidence of payment of or exemption from those transfer taxes is not submitted by such tendering holder to the Exchange Agent and Information Agent, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due with respect to the Old Notes tendered by such holder.

Canadian Withholding Taxes

All payments or deliveries made by TRC with respect to the payment of the Consent Solicitation Fee will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or therein or by any authority or agency therein or thereof having power to tax (for purposes of this provision, “Taxes”), unless TRC is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If TRC is so required to withhold or deduct any amount for or on account of Taxes from the payment of the Consent Solicitation Fee, TRC will pay such additional amounts (for purposes of this provision, “Additional Amounts”) as may be necessary so that the net amount received by each holder of the Old Notes (including, as applicable, the beneficial owners in respect of any such holder) after such withholding or deduction (including such deductions and withholdings applicable to Additional Amounts) will not be less than the amount such holder (including, as applicable, the beneficial owners in respect of any such holder) would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a holder or beneficial owner who is liable for such Taxes with respect to the payment of the Consent Solicitation Fee (i) to the extent such payment is deemed to be interest for purposes of the withholding tax rules in the Tax Act (as defined

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herein), by reason of such holder or beneficial owner being a person with whom TR Finance or TRC does not deal at arm’s length (within the meaning of the Tax Act (as defined herein)), or (ii) by reason of the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under, execution of, engaging in any transaction pursuant to or contemplated by or enforcing any rights in respect of the payment of the Consent Solicitation Fee as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein; (b) any Tax that is levied or collected other than by withholding from payments or deliveries with respect to the payment of the Consent Solicitation Fee; (c) any estate, inheritance or gift, Tax or any similar Tax; (d) any Taxes that are imposed or withheld by reason of the failure of the holder or beneficial owner of such Old Notes to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, or administrative practice of Canada or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes or is otherwise reasonably requested by TRC to support a claim for relief or exemption from such Taxes (including, without limitation, a certification that such holder or beneficial owner is not resident in Canada); or (e) any combination of the foregoing clauses (a) to (e).

TRC will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. TRC will furnish to the holders of the Old Notes, within 30 days after the date the payment of any Taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. TRC will indemnify and hold harmless each such holder (including, as applicable, the beneficial owners in respect of any such holder) and, upon written request, will reimburse each such holder (including, as applicable, the beneficial owners in respect of any such holder) for the amount of (i) any Taxes (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (e) above) levied or imposed and paid by such holder (including, as applicable, the beneficial owners in respect of any such holder) as a result of payments or deliveries made by TRC with respect to the payment of the Consent Solicitation Fee which have not been withheld or deducted and remitted by TRC in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (e) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such Taxes on such holder’s (including, as applicable, the beneficial owners in respect of any such holder’s) net income.

U.S. Federal Backup Withholding

Under current U.S. federal income tax law, the Exchange Agent and Information Agent (as payer) may be required under the backup withholding rules to withhold a portion of any payments made to certain holders (or other payees) of Old Notes pursuant to the Exchange Offers and Consent Solicitations. To avoid such backup withholding, each tendering holder of Old Notes must timely provide the Exchange Agent and Information Agent with such holder’s correct taxpayer identification number (“TIN”) on U.S. Internal Revenue Service (“IRS”) Form W-9 (available from the IRS website at https://www.irs.gov) or otherwise establish a basis for exemption from backup withholding (currently imposed at a rate of 24%). Certain holders (including, among others, all corporations and certain non-U.S. persons) are exempt from these backup withholding requirements. Exempt holders should furnish their TIN, provide the applicable codes in the box labeled “Exemptions,” and sign, date, and send the IRS Form W-9 to the Exchange Agent and Information Agent. Non-U.S. persons, including entities, may qualify as exempt recipients by submitting to the Exchange Agent and Information Agent a properly completed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable form), signed under penalties of perjury, attesting to foreign status. Backup withholding generally will apply to payments made to otherwise exempt recipients that fail to provide the required documentation. The applicable IRS Form W-8BEN or IRS Form W-8BEN-E can be obtained from the IRS or from the Exchange Agent and Information Agent. If a holder is an individual who is a U.S. citizen or resident, the TIN is generally the holder’s social security number. If the Exchange Agent and Information Agent is not provided with the correct TIN, a penalty may be imposed by the IRS and/or payments made with respect to Old Notes exchanged pursuant to the Exchange Offers and Consent Solicitations may be subject to backup withholding. The failure to comply truthfully with the backup withholding requirements, if done willfully, may also result in the imposition of criminal and/or civil fines and penalties. See IRS Form W-9 for additional information.

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If backup withholding applies, the Exchange Agent and Information Agent would be required to withhold on any payments made to the tendering holder (or other payee). Backup withholding is not an additional tax. A holder subject to the backup withholding rules will be allowed a credit of the amount withheld against the holder’s U.S. federal income tax liability, and, if backup withholding results in an overpayment of tax, the holder may be entitled to a refund, provided the required information is furnished to the IRS in a timely manner.

Each of TRC and TR Finance reserves the right in its sole discretion to take all necessary or appropriate measures to comply with its respective obligations regarding backup withholding.

Exchange Agent and Information Agent

D.F. King & Co., Inc. (the “Exchange Agent and Information Agent”) has been appointed the exchange agent and information agent for the Exchange Offers and Consent Solicitations. The Exchange Agent and Information Agent will be paid reasonable and customary fees for its services and will be reimbursed for its reasonable, out-of-pocket expenses in connection therewith, which fees and expenses will be borne directly or indirectly by TRC. Letters of transmittal and all correspondence in connection with the Exchange Offers and Consent Solicitations should be sent or delivered by each holder of Old Notes, or a beneficial owner’s custodian bank, depositary, broker, trust company or other nominee, to the Exchange Agent and Information Agent at the address and telephone numbers set forth on the back cover page of this prospectus. Questions concerning tender procedures and requests for additional copies of this prospectus should be directed to the Exchange Agent and Information Agent at the address and telephone numbers set forth on the back cover page of this prospectus. Holders of any Old Notes issued in certificated form and that are held of record by a custodian bank, depositary, broker, trust company or other nominee may also contact such record holder for assistance concerning the Exchange Offers and Consent Solicitations.

Dealer Managers and Solicitation Agents

In connection with the Exchange Offers and Consent Solicitations, TRC and TR Finance have retained J.P. Morgan Securities LLC to act as lead dealer manager and solicitation agent and RBC Capital Markets, LLC to act as co-dealer manager and solicitation agent (collectively, the “Dealer Managers”) and TR Finance will pay the Dealer Managers a customary fee as compensation for their services (and TRC fully and unconditionally guarantees such payment). TR Finance will also reimburse the Dealer Managers for certain expenses (and TRC fully and unconditionally guarantees such payment). The obligations of the Dealer Managers to perform this function are subject to certain conditions. TRC, TR Finance and each of the Subsidiary Guarantors have jointly and severally agreed to indemnify the Dealer Managers against certain liabilities, including liabilities under federal securities laws. Questions regarding the terms of the Exchange Offers and Consent Solicitations may be directed to the Dealer Managers at their respective addresses and telephone numbers set forth on the back cover page of this prospectus.

Each of the Dealer Managers and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Each of the Dealer Manager and their respective affiliates have provided, and may in the future provide, a variety of these services to Thomson Reuters and to persons and entities with relationships with Thomson Reuters, for which they have received or will receive customary fees and expenses. In particular, JPMorgan Chase Bank, N.A., an affiliate of the lead dealer manager and solicitation agent, is party to and serves as the administrative agent and a lender under TRC’s amended and restated credit agreement, dated November 7, 2022 (the “TRC Credit Facility”). Royal Bank of Canada, an affiliate of the co-dealer manager and solicitation agent, is party to and serves as a lender under the TRC Credit Facility.

In the ordinary course of their various business activities, the Dealer Managers and their affiliates may at any time hold long or short positions, and may trade for their own account or the accounts of customers, in the debt or equity securities of Thomson Reuters or its affiliates, including any of the Old Notes and, to the extent that such Dealer Manager or its affiliates holds Old Notes during the Exchange Offers and Consent Solicitations, they may tender such Old Notes pursuant to the terms of the Exchange Offers and Consent Solicitations.

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Other Fees and Expenses

The expenses incurred in connection with soliciting tenders and consents with respect to the Old Notes (other than commissions or concessions of any brokers or dealers) will be borne directly or indirectly by TRC. The principal solicitations are being made by electronic transmission and additional solicitations may be made by telephone, mail or in person by the Dealer Managers and the Exchange Agent and Information Agent, as well as by officers and other employees of TRC and its affiliates.

Tendering holders of Old Notes will not be required to pay any fee or commission to the Dealer Managers. If a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, that holder may be required to pay brokerage fees or commissions.

DESCRIPTION OF THE DIFFERENCES BETWEEN THE NEW NOTES

AND THE OLD NOTES

The following are summary comparisons of the material terms of the New Notes and the Old Notes that differ. If the Exchange Offers are consummated, the rights of holders of Old Notes who exchange their Old Notes for New Notes will continue to be governed by the laws of the State of New York but will then be governed by the terms of the applicable New Notes and the TR Finance Indenture.

The description of the Old Notes reflects the Old Notes as currently constituted by the Thomson Reuters Indenture and does not reflect any changes to the covenants and other terms of the Old Notes or the Thomson Reuters Indenture that may be effected following the Consent Solicitations as described under “The Proposed Amendments”.

This summary does not purport to be complete and is qualified in its entirety by reference to the Thomson Reuters Indenture and the TR Finance Indenture. Copies of the Thomson Reuters Indenture, including the relevant supplements thereto, are or will be available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. The Thomson Reuters Indenture, including the relevant supplements thereto, and the form of TR Finance Indenture are filed as exhibits to the registration statement of which this prospectus forms a part.

Other than the 2.239% Notes due 2025 issued by TRC pursuant to the Ninth Supplemental Indenture dated May 14, 2020 between TRC and Computershare Trust Company of Canada, the Old Notes represent, as of the date of this prospectus, the only debt securities issued under the Thomson Reuters Indenture.

As of the date of this prospectus, the aggregate principal amount outstanding with respect to each series of Old Notes is:


Series of Old Notes		Aggregate Principal Amount Outstanding

3.350% Notes due 2026		US$500,000,000

5.850% Notes due 2040		US$500,000,000

4.500% Notes due 2043		US$119,045,000

5.650% Notes due 2043		US$350,000,000

5.500% Debentures due 2035		US$400,000,000

Total		US$1,869,045,000

The Subsidiary Guarantors will guarantee the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) on the same basis that the Subsidiary Guarantors will guarantee the New Notes upon closing of the Exchange Offers. As such, it is expected that the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) and the New Notes will be effectively pari passu. Both the Old Notes and New Notes will be structurally subordinated to any indebtedness of any subsidiary of TRC that is not a Guarantor. On or about the Settlement Date, it is anticipated that the Thomson Reuters Base Indenture will be amended and restated to give effect to the guarantees of the Old Notes and other series of notes under the Thomson Reuters Indenture by the Subsidiary Guarantors, as described above.

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Terms used in the comparison of the Old Notes and the New Notes below and not otherwise defined in this prospectus have the meanings given to those terms in the TR Finance Indenture or the Thomson Reuters Indenture, as applicable. Article and section references in the descriptions of the notes below are references to the applicable indenture under which the notes were or will be issued. For the avoidance of doubt, the comparison below does not give effect to the Proposed Amendments to the Old Notes.

Comparison of the Old Notes and New Notes


	Old Notes	New Notes
Issuer	Thomson Reuters Corporation, a corporation incorporated under the OBCA	TR Finance LLC, a limited liability company formed under the laws of the State of Delaware

Trustees	Computershare Trust Company of Canada, as Canadian Trustee, and Deutsche Bank Trust Company Americas, as U.S. Trustee	Computershare Trust Company of Canada, as Canadian Trustee, and Deutsche Bank Trust Company Americas, as U.S. Trustee

Guarantee	The Subsidiary Guarantors will jointly and severally guarantee the remaining Old Notes on the same basis that the Subsidiary Guarantors will guarantee the New Notes upon closing of the Exchange Offers. On or about the Settlement Date, it is anticipated that the Thomson Reuters Base Indenture will be amended and restated to give effect to the guarantees of the Old Notes and other series of notes under the Thomson Reuters Indenture by the Subsidiary Guarantors, as described above.	Section 1301 The New Notes will be fully and unconditionally, jointly and severally guaranteed by TRC and the Subsidiary Guarantors on a senior unsecured basis.

Consolidation, Merger, Conveyance, Transfer or Lease	Section 801 TRC shall not amalgamate or consolidate with or merge into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless certain conditions are satisfied.	Section 801 Neither TRC nor TR Finance shall amalgamate or consolidate with or merge into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless certain conditions are satisfied.
	The surviving entity must be organized under the laws of Canada, the United States, the United Kingdom or a country that is in the European Community jurisdiction.	The TR Finance Indenture does not restrict the jurisdiction where the surviving entity may be organized.

Modification	Section 901 TRC may modify the Thomson Reuters Indenture without the consent of any holder of Old	Section 901 TR Finance may modify the TR Finance Indenture without the consent of any holder of New

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	Old Notes	New Notes
	Notes in certain prescribed circumstances.	Notes in certain prescribed circumstances, including to make any change that does not adversely affect the interests of holder of New Notes of any series in any material respect.

Additional Amounts	Section 1005 All payments made by TRC under or with respect to the Securities (as defined in the Thomson Reuters Base Indenture) of any series will be made free and clear of and without withholding or deduction for or on account of any Taxes (as defined in the Thomson Reuters Base Indenture) imposed or levied by or on behalf of Canada (or, in the case of the 3.35% Notes due 2026 only, any jurisdiction from or through which payment is made on TRC’s behalf), unless TRC is required to withhold or deduct such Taxes. If withholding is required, TRC will pay such Additional Amounts (as defined in the Thomson Reuters Base Indenture) as may be necessary so that the net amount received by each holder (including Additional Amounts) after such withholding will not be less than the amount the Holder would have received if such Taxes had not been withheld; provided that Additional Amounts will not be payable in certain circumstances.	Supplemental Indentures All payments made by TRC under the Guarantee with respect to a certain series of New Notes will be made free and clear of and without withholding or deduction for or on account of any Taxes (as defined herein), unless TRC is required to withhold or deduct such Taxes. If TRC is required to withhold or deduct any amount for or on account of Taxes from any payment made by it under the Guarantee, TRC will pay such Additional Amounts (as defined herein) as may be necessary so that the net amount received (including Additional Amounts) by each holder of such series of New Notes (including, as applicable, the beneficial owners in respect of any such holder) after such withholding or deduction will not be less than the amount such holder (including, as applicable, the beneficial owners in respect of any such holder) would have received if such Taxes had not been withheld or deducted; provided that Additional Amounts will not be payable in certain circumstances (as described in “Description of New Notes — Additional Amounts”).
	Other than in the case of the 5.500% Debentures due 2035, where any person assumes TRC’s obligations under the Thomson Reuters Base Indenture as a result of an amalgamation, consolidation, merger, conveyance, transfer or lease effected in compliance with the Thomson Reuters Base Indenture and such person is domiciled in a jurisdiction other than Canada,	Where any person assumes TR Finance’s obligations under a particular series of New Notes and under the TR Finance Indenture as a result of an amalgamation, consolidation, merger, conveyance, transfer, sale or lease effectuated in compliance with the TR Finance Indenture or becomes a co-obligor under a particular series of the New Notes, and such person is domiciled

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	Old Notes	New Notes
	all payments made by such person under or with respect to the Securities will be made free and clear of and without withholding or deduction for or on account of any Taxes imposed or levied by or on behalf of such person’s jurisdiction of domicile, subject to certain exceptions.	under any Non-U.S. Taxing Jurisdiction (as defined herein),

Optional Redemption	Section 1104 In the case of any redemption at the option of TRC, TRC shall provide at least 30 days’ notice of such redemption. Calculation of Redemption Price In the case of an optional redemption of any series of Old Notes, for purposes of determining the redemption price, the remaining scheduled payments of principal and interest are discounted to the redemption date using a “Treasury Rate” determined at the time of redemption plus the applicable basis points spread contained in the terms of the applicable supplemental indenture. For the Old Notes, the “Treasury Rate” used in the calculation of the redemption price is the yield on a comparable United States Treasury security selected by an independent investment bank as having an actual or interpolated maturity comparable to the remaining term of the series of Old Notes to be redeemed (in the case of the 3.350% Notes due 2026, assuming that such Old Notes matured on the Par Call Date (as defined in the 2026 Old Notes Supplemental Indenture)) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate	Section 1104 In the case of any redemption at the option of TR Finance, TR Finance shall provide at least 10 days’ notice of such redemption. Calculation of Redemption Price Same as the Old Notes, except the “Treasury Rate” will be calculated in accordance with the standardized framework published by the Securities Industry and Financial Markets Association, or SIFMA. The Treasury Rate will be calculated by using the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” or any successor designation or publication as of 4:15 p.m. New York time on the third business day preceding the redemption date and choosing the relevant Treasury constant maturity or Treasury constant maturities, as described in “Description of New
		Notes — Optional Redemption”. In accordance with the SIFMA standard, the Treasury Rate definition also specifies alternative calculation methodologies if there are issues determining the rate in accordance with the foregoing. Applicable calculations use the period from the redemption date to the maturity date of the New Notes to be redeemed (or, in the case of the 3.350% Notes due 2026, the Par Call Date).

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	Old Notes	New Notes
	debt securities of a comparable maturity to the remaining term of such series of Old Notes.

Tax Redemption	Section 1108 The Securities of a series may be subject to redemption at a redemption price equal to the principal amount thereof together with accrued and unpaid interest, if TRC determines that Additional Amounts are required to be paid as a result of changes to tax laws of Canada. Other than in the case of the 5.500% Debentures due 2035, any person that assumes TRC’s obligations under the Thomson Reuters Base Indenture as a result of an amalgamation, consolidation, merger, conveyance, transfer or lease effected in compliance with the Thomson Reuters Base Indenture may exercise the redemption right described above if such person determines that Additional Amounts are required to be paid as a result of changes to tax laws in the jurisdiction in which such person is organized or existing.	Supplemental Indentures A series of New Notes will be redeemable, at TR Finance’s option following receipt of a written request from TRC requesting that TR Finance redeem a particular series of New Notes, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest (including any Additional Amounts) in certain circumstances (as described in “Description of New Notes — Redemption for Changes in Canadian Withholding Taxes”) if TRC determines that Additional Amounts are required to be paid as a result of changes to tax laws of Canada. Where any person assumes TR Finance’s obligations under a particular series of New Notes and under the TR Finance Indenture as a result of an amalgamation, consolidation, merger, conveyance, transfer, sale or lease effectuated in compliance with the TR Finance Indenture or becomes a co-obligor under a particular series of the New Notes, and such person is domiciled under any Non-U.S. Taxing Jurisdiction (as defined herein), the New Notes will be redeemable, at such Non-U.S. Person’s option, in whole and not in part, at any time, at 100% of the aggregate principal amount, together with accrued and unpaid interest thereon to the redemption date, including any Other Additional Amounts (as defined herein), in certain circumstances (as described in “Description of New Notes — Other Additional Amounts following Merger, Consolidation or Amalgamation or Addition of Co-Obligor”).

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	Old Notes	New Notes

Assumption of Obligations	Supplemental Indentures TRC may designate a wholly-owned subsidiary as co-obligor with TRC to assume, on a joint and several basis, all of TRC’s obligations under the Indenture. TRC is required to pay additional amounts on account of any withheld or deducted foreign Taxes.	Supplemental Indentures TR Finance may designate a wholly-owned subsidiary of TRC as co-obligor and such co-obligor will be required to pay additional amounts on account of any withheld or deducted Canadian Taxes (as defined herein), subject to certain exceptions, including those described under “Description of New Notes – Other Additional Amounts following Merger, Consolidation or Amalgamation or Addition of Co-Obligor” below.

Other Covenants	Covenants apply to TRC and, on closing of the Exchange Offers, certain covenants will also apply to the Subsidiary Guarantors as guarantors of the Old Notes.	Covenants, in general terms, apply to TR Finance, but also include TRC where required to reflect the nature of TR Finance as a wholly-owned finance subsidiary of TRC. Certain covenants apply to the Subsidiary Guarantors, as well.

THE PROPOSED AMENDMENTS

We are soliciting the consent of the holders of the Old Notes to, among other things, provide for fewer restrictive terms in the Thomson Reuters Indenture. Once the Proposed Amendments described below become effective with respect to any series of Old Notes, the amendments will apply to all Old Notes of such series not tendered in the applicable Exchange Offer. Thereafter, all such Old Notes will be governed by the Thomson Reuters Indenture, as amended by the Proposed Amendments, which will have fewer restrictive terms and afford reduced protection to the remaining holders of Old Notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes. See “Risk Factors – Risk Factors Related to the Exchange Offers and Consent Solicitations – If the Proposed Amendments become effective, the Thomson Reuters Indenture will have fewer restrictive terms and afford reduced protections to the remaining holders of those notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes”.

The descriptions above of the provisions of the Thomson Reuters Indenture to be eliminated or modified do not purport to be complete and are qualified in their entirety by reference to the Thomson Reuters Indenture, which may be accessed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov, and the form of the Tenth Supplemental Indenture that contains the amendments to become effective if the Requisite Consents (as defined herein) are obtained, which is filed as an exhibit to the registration statement of which this prospectus forms a part. Both the Thomson Reuters Indenture and the form of Tenth Supplemental Indenture are also available from the Exchange Agent and Information Agent upon request.

●

insolvency related events (Section 501(5) and Section 501(6)) (so that the only remaining events of default applicable to the Old Notes under the Thomson Reuters Base Indenture would be those listed in Section 501(1), Section 501(2), Section 501(3) and Section 501(7) of the Thomson Reuters Base Indenture, being those in respect of the default in the payment of any interest or related coupon due and payable, in the payment of the principal or premium on maturity, or in the deposit of any sinking fund or analogous payment when due, or any other event of default provided with respect to the Old Notes of that series);

●

remove Section 1007 (“Negative Pledge”) of the Thomson Reuters Base Indenture with respect to the Old Notes to eliminate the covenants that restrict TRC from (i) creating or permitting to subsist, after knowledge of the existence thereof, any security interest upon any part of its undertaking or assets to secure any indebtedness of TRC, or (ii) permitting any material subsidiary of TRC to give any guarantee to secure any indebtedness of TRC unless certain conditions are satisfied or a specified exception applies;

●

remove Article III (“Events of Default”) of the 2026 Old Notes Supplemental Indenture, the 4.50% 2043 Old Notes Supplemental Indenture, the 5.65% 2043 Old Notes Supplemental Indenture, the 2035 Old Debentures Supplemental Indenture and the 2040 Old Notes Supplemental Indenture, in each case (i) to eliminate the event of default arising upon (A) a failure to repay the principal amount of any indebtedness of TRC or any material subsidiary at its final maturity, (B) such principal amount being declared due and payable prior to its final maturity as a result of a default thereunder, or (C) a failure of TRC or any material subsidiary to honor a guarantee of such indebtedness, and (ii) other than with respect to the 2035 Old Debentures Supplemental Indenture, to eliminate the event of default arising upon the failure by TRC to comply with the “Offer to Repurchase On Change of Control Triggering Event” provisions contained therein (so that the only remaining events of default applicable to the Old Notes under the Thomson Reuters Base Indenture would be those listed in Section 501 of the Thomson Reuters Base Indenture, as modified by the Proposed Amendments).

The Proposed Amendments for the Thomson Reuters Indenture with respect to each series of Old Notes constitute a single proposal with respect to that series of notes, and a consenting holder of that series of Old Notes must consent to the Proposed Amendments in their entirety and may not consent selectively with respect to certain of the Proposed Amendments.

Pursuant to the Thomson Reuters Indenture with respect to each series of Old Notes, the Proposed Amendments require that the Requisite Consent with respect to the applicable series of Old Notes must be received. The Requisite Consents are set forth in the table below. The table below sets forth, with respect to

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each series of Old Notes, among other things: the relevant Thomson Reuters Supplemental Indenture, and the Requisite Consent applicable to such series of Old Notes (the “Requisite Consents”):


Series of Old Notes	Indenture	Requisite Consent

3.350% Notes due 2026	Thomson Reuters Base Indenture; 2026 Old Notes Supplemental Indenture	Majority of the outstanding principal amount of the 3.350% Notes due 2026

5.850% Notes due 2040	Thomson Reuters Base Indenture; 2040 Old Notes Supplemental Indenture	Majority of the outstanding principal amount of the 5.850% Notes due 2040

4.500% Notes due 2043	Thomson Reuters Base Indenture; 4.50% 2043 Old Notes Supplemental Indenture	Majority of the outstanding principal amount of the 4.500% Notes due 2043

5.650% Notes due 2043	Thomson Reuters Base Indenture; 5.65% 2043 Old Notes Supplemental Indenture	Majority of the outstanding principal amount of the 5.650% Notes due 2043

5.500% Debentures due 2035	Thomson Reuters Base Indenture; 2035 Old Debentures Supplemental Indenture	Majority of the outstanding principal amount of the 5.500% Debentures due 2035

As of the date of this prospectus, the aggregate principal amount outstanding with respect to each series of Old Notes is:



Series of Old Notes		Indenture

3.350% Notes due 2026		US$500,000,000

5.850% Notes due 2040		US$500,000,000

4.500% Notes due 2043		US$119,045,000

5.650% Notes due 2043		US$350,000,000

5.500% Debentures due 2035		US$400,000,000

Total		US$1,869,045,000

The valid tender of a holder’s Old Notes will constitute the consent of the tendering holder to the Proposed Amendments in their entirety.

If the Requisite Consent Condition is satisfied as of the Expiration Time with respect to each series of Old Notes, and all other conditions of the Exchange Offers and Consent Solicitations are satisfied or waived, as applicable, each of the sections or provisions listed below will be deleted or modified (as indicated) with respect to the Thomson Reuters Indenture for each affected series of Old Notes.

Modifications and Deletions to the Thomson Reuters Base Indenture Applicable to the Old Notes

●

Section 501 (“Events of Default”) (modified with respect to the Old Notes to remove clauses (4), (5) and (6));

●

Section 702 (“Reports by the Company”) (modified with respect to the Old Notes to remove Section 702(b) so that TRC is only required to comply with the reporting requirements under the Trust Indenture Act);

●

Article Eight (“Consolidation, Merger, Conveyance, Transfer or Lease”) (deleted with respect to the Old Notes); and

●

Section 1007 (“Negative Pledge”) (deleted with respect to the Old Notes).

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Deletions to the 2026 Old Notes Supplemental Indenture

●

Section 2.03(i) (“Offer to Repurchase on Change of Control Triggering Event”); and

●