Thomson Reuters Third Quarter Report 2026

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Unaudited Consolidated Financial Statements EXHIBIT 99.2

THOMSON REUTERS CORPORATION

CONSOLIDATED INCOME STATEMENT

(unaudited)

 

 

 

 

Three Months Ended
September 30,

 

Nine months ended
September 30,

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

 

Notes

 

2026

 

2025

 

2026

 

2025

CONTINUING OPERATIONS

 

 

 

 

 

 

 

 

 

 

Revenues

 

2

 

1,833

 

1,658

 

5,651

 

5,113

Operating expenses

 

5

 

(1,181)

 

(1,070)

 

(3,509)

 

(3,222)

Depreciation

 

 

 

(24)

 

(26)

 

(75)

 

(77)

Amortization of software

 

 

 

(202)

 

(181)

 

(596)

 

(533)

Amortization of other identifiable intangible assets

 

 

 

(23)

 

(24)

 

(72)

 

(73)

Other operating (losses) gains, net

 

6

 

(1)

 

160

 

72

 

162

Operating profit

 

 

 

402

 

517

 

1,471

 

1,370

Finance costs, net:

 

 

 

 

 

 

 

 

 

 

   Net interest expense

 

7

 

(51)

 

(38)

 

(137)

 

(103)

   Other finance income (costs)

 

7

 

2

 

7

 

19

 

(51)

Income before tax and equity method investments

 

 

 

353

 

486

 

1,353

 

1,216

Share of post-tax losses in equity method investments

 

 

(5)

 

(13)

 

(16)

 

(23)

Tax expense

 

8

 

(59)

 

(109)

 

(235)

 

(230)

Earnings from continuing operations

 

 

 

289

 

364

 

1,102

 

963

Earnings from discontinued operations, net of tax

 

9

 

50

 

59

 

144

 

207

Net earnings

 

 

 

339

 

423

 

1,246

 

1,170

Earnings attributable to common shareholders

 

 

 

339

 

423

 

1,246

 

1,170

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

10

 

 

 

 

 

 

 

 

Basic and diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

   From continuing operations

 

 

 

$0.66

 

$0.81

 

$2.50

 

$2.13

   From discontinued operations

 

 

 

0.12

 

0.13

 

0.33

 

0.46

Basic and diluted earnings per share

 

 

 

$0.78

 

$0.94

 

$2.83

 

$2.59

 

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

Page 45


Thomson Reuters Third Quarter Report 2026

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

Notes

 

2026

 

2025

 

2026

 

2025

Net earnings

 

 

 

339

 

423

 

1,246

 

1,170

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

   Cash flow hedges adjustments to net earnings

 

7

 

18

 

-

 

18

 

(24)

   Cash flow hedges adjustments to equity

 

 

 

(15)

 

-

 

(15)

 

20

   Related tax benefit on cash flow hedges adjustments to equity

-

 

-

 

-

 

1

   Foreign currency translation adjustments to equity

 

 

 

(11)

 

(33)

 

(67)

 

269

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

 

-

 

-

 

3

 

-

 

 

 

(8)

 

(33)

 

(61)

 

266

Items that will not be reclassified to net earnings:

 

 

 

 

 

 

 

 

 

 

   Fair value adjustments on financial assets

 

11

 

(5)

 

23

 

5

 

20

   Related tax expense on fair value adjustments
       on financial assets

 

 

 

-

 

(2)

 

-

 

(1)

   Remeasurement on defined benefit pension plans

 

 

 

(1)

 

(10)

 

81

 

28

   Related tax benefit (expense) on remeasurement on defined
      benefit pension plans

-

 

2

 

(20)

 

(7)

 

 

 

(6)

 

13

 

66

 

40

Other comprehensive (loss) income

 

 

 

(14)

 

(20)

 

5

 

306

Total comprehensive income

 

 

 

325

 

403

 

1,251

 

1,476

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income for the period attributable to:

 

 

 

 

 

 

 

Common shareholders:

 

 

 

 

 

 

 

 

 

 

   Continuing operations

 

 

 

275

 

344

 

1,107

 

1,269

   Discontinued operations

 

 

 

50

 

59

 

144

 

207

Total comprehensive income

 

 

 

325

 

403

 

1,251

 

1,476

 

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

Page 46


Thomson Reuters Third Quarter Report 2026

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(unaudited)

 

 

 

September 30,

 

December 31,

(millions of U.S. dollars)

Notes

2026

 

2025

ASSETS

 

 

 

 

Cash and cash equivalents

11

1,394

 

511

Trade and other receivables

 

1,154

 

1,143

Other financial assets

11

135

 

94

Prepaid expenses and other current assets

 

421

 

480

   Current assets excluding assets held for sale

 

3,104

 

2,228

Assets held for sale

9

353

 

-

Current assets

 

3,457

 

2,228

Property and equipment, net

 

303

 

361

Software, net

 

1,664

 

1,645

Other identifiable intangible assets, net

 

3,034

 

3,102

Goodwill

 

7,857

 

7,913

Equity method investments

 

163

 

202

Other financial assets

11

480

 

466

Other non-current assets

12

713

 

680

Deferred tax

 

1,237

 

1,343

Total assets

 

18,908

 

17,940

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

Liabilities

 

 

 

 

Current indebtedness

11

565

 

795

Payables, accruals and provisions

13

1,071

 

1,090

Current tax liabilities

 

247

 

224

Deferred revenue

 

1,191

 

1,251

Other financial liabilities

11

81

 

108

   Current liabilities excluding liabilities associated with assets held for sale

3,155

 

3,468

Liabilities associated with assets held for sale

9

34

 

-

Current liabilities

 

3,189

 

3,468

Long-term indebtedness

11

3,247

 

1,328

Provisions and other non-current liabilities

14

613

 

656

Other financial liabilities

11

276

 

210

Deferred tax

 

359

 

364

Total liabilities

 

7,684

 

6,026

Equity

 

 

 

 

Capital

15

3,095

 

3,597

Retained earnings

 

9,095

 

9,220

Accumulated other comprehensive loss

 

(966)

 

(903)

Total equity

11,224

 

11,914

Total liabilities and equity

18,908

 

17,940

Contingencies (note 18)

 

 

 

 

 

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

Page 47


Thomson Reuters Third Quarter Report 2026

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW

(unaudited)

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

Notes

 

2026

 

2025

 

2026

 

2025

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

 

 

289

 

364

 

1,102

 

963

Adjustments for:

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

24

 

26

 

75

 

77

Amortization of software

 

 

 

202

 

181

 

596

 

533

Amortization of other identifiable intangible assets

 

 

 

23

 

24

 

72

 

73

Share of post-tax losses in equity method investments

 

 

 

5

 

13

 

16

 

23

Net gains on disposals of businesses and investments

 

 

 

-

 

(162)

 

-

 

(164)

Deferred tax

 

 

 

7

 

32

 

53

 

49

Other

 

16

 

69

 

52

 

109

 

223

Changes in working capital and other items

 

16

 

(72)

 

105

 

(168)

 

(80)

Operating cash flows from continuing operations

 

 

 

547

 

635

 

1,855

 

1,697

Operating cash flows from discontinued operations

 

 

 

52

 

69

 

169

 

198

Net cash provided by operating activities

 

 

 

599

 

704

 

2,024

 

1,895

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

17

 

(13)

 

(193)

 

(261)

 

(823)

Proceeds related to disposals of businesses and
   investments

 

 

 

-

 

247

 

1

 

252

Capital expenditures

 

 

 

(176)

 

(161)

 

(508)

 

(475)

Other investing activities

 

 

 

1

 

-

 

1

 

1

Taxes (paid) received on disposals

 

 

 

-

 

(33)

 

7

 

(33)

Investing cash flows from continuing operations

 

 

 

(188)

 

(140)

 

(760)

 

(1,078)

Investing cash flows from discontinued operations

 

 

 

-

 

(1)

 

(1)

 

(1)

Net cash used in investing activities

 

 

 

(188)

 

(141)

 

(761)

 

(1,079)

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Proceeds from debt

 

11

 

2,022

 

-

 

2,022

 

-

Repayments of debt

 

11

 

-

 

-

 

(500)

 

(999)

Net (repayments) borrowings under short-term
   loan facilities

 

11

 

(1,068)

 

339

 

237

 

339

Payments of lease principal

 

 

 

(15)

 

(14)

 

(45)

 

(47)

Payments for return of capital on common shares

 

15

 

-

 

-

 

(605)

 

-

Repurchases of common shares

 

15

 

(238)

 

(670)

 

(600)

 

(670)

Dividends paid on preference shares

 

 

 

(1)

 

(1)

 

(3)

 

(3)

Dividends paid on common shares

 

15

 

(274)

 

(260)

 

(829)

 

(779)

Other financing activities

 

 

 

(21)

 

-

 

(56)

 

(10)

Financing cash flows from continuing operations

 

 

 

405

 

(606)

 

(379)

 

(2,169)

Financing cash flows from discontinued operations

 

 

 

-

 

(1)

 

(1)

 

(1)

Net cash provided by (used in) financing activities

 

 

 

405

 

(607)

 

(380)

 

(2,170)

Translation adjustments

 

 

 

1

 

(2)

 

-

 

4

Increase (decrease) in cash and cash equivalents

 

 

 

817

 

(46)

 

883

 

(1,350)

Cash and cash equivalents at beginning of period

 

 

 

577

 

664

 

511

 

1,968

Cash and cash equivalents at end of period

 

 

 

1,394

 

618

 

1,394

 

618

Supplemental cash flow information is provided in note 16.

 

 

 

 

 

 

Interest paid, net of debt related hedges

 

7

 

(37)

 

(23)

 

(111)

 

(95)

Interest received

 

7

 

5

 

7

 

17

 

39

Income taxes paid

 

16

 

(51)

 

(48)

 

(203)

 

(198)

 

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

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

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

Page 48


Thomson Reuters Third Quarter Report 2026

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited)

 

(millions of U.S. dollars)

Stated
share
capital

Contributed
surplus

Total
capital

Retained
earnings

Unrecognized
gain (loss) on
financial
instruments

Foreign
currency
translation
adjustments

Total
accumulated
other
comprehensive
loss (“AOCL”)

Total
equity

Balance, December 31, 2025

2,189

1,408

3,597

9,220

38

(941)

(903)

11,914

Net earnings

-

-

-

1,246

-

-

-

1,246

Other comprehensive income
   (loss)

-

-

-

61

8

(64)

(56)

5

Total comprehensive income
   (loss)

-

-

-

1,307

8

(64)

(56)

1,251

Return of capital on common
   shares (see note 15)

(607)

-

(607)

-

-

-

-

(607)

Transfer of gain on disposal of
   equity investments to retained
   earnings

-

-

-

7

(7)

-

(7)

-

Dividends declared on preference
   shares

-

-

-

(3)

-

-

-

(3)

Dividends declared on common
   shares

-

-

-

(860)

-

-

-

(860)

Shares issued under Dividend
   Reinvestment Plan (“DRIP”)

31

-

31

-

-

-

-

31

Repurchases of common shares
   (see note 15)

(35)

-

(35)

(576)

-

-

-

(611)

Stock compensation plans

73

36

109

-

-

-

-

109

Balance, September 30, 2026

1,651

1,444

3,095

9,095

39

(1,005)

(966)

11,224

 

(millions of U.S. dollars)

Stated
share
capital

Contributed
surplus

Total
capital

Retained
earnings

Unrecognized
gain (loss) on
financial
instruments

Foreign
currency
translation
adjustments

AOCL

Total
equity

Balance, December 31, 2024

2,067

1,431

3,498

9,699

19

(1,210)

(1,191)

12,006

Net earnings

-

-

-

1,170

-

-

-

1,170

Other comprehensive income

-

-

-

21

16

269

285

306

Total comprehensive income

-

-

-

1,191

16

269

285

1,476

Transfer of gain on disposal of
   equity investments to retained
   earnings

-

-

-

7

(7)

-

(7)

-

Dividends declared on preference
   shares

-

-

-

(3)

-

-

-

(3)

Dividends declared on common
   shares

-

-

-

(804)

-

-

-

(804)

Shares issued under DRIP

25

-

25

-

-

-

-

25

Repurchases of common shares
   (see note 15)

(36)

-

(36)

(689)

-

-

-

(725)

Pre-defined share repurchase plan
   (see note 15)

(9)

-

(9)

(283)

-

-

-

(292)

Stock compensation plans

114

(31)

83

(5)

-

-

-

78

Balance, September 30, 2025

2,161

1,400

3,561

9,113

28

(941)

(913)

11,761

 

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

 

 

Page 49


Thomson Reuters Third Quarter Report 2026

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Thomson Reuters Corporation

Notes to Consolidated Financial Statements (unaudited)

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

Note 1: Business Description and Basis of Preparation

General business description

 

Thomson Reuters Corporation is an Ontario, Canada corporation with common shares listed on the Toronto Stock Exchange ("TSX") and on the U.S. stock exchange, The Nasdaq Stock Market LLC (“Nasdaq”), under the ticker symbol “TRI”, and its Series II preference shares are listed on the TSX.

 

Unless otherwise indicated or the context otherwise requires, references in these consolidated financial statements to the “Company” and “Thomson Reuters” are to Thomson Reuters Corporation and its subsidiaries.

 

The Company serves professionals across legal, tax, audit, accounting, compliance, government, and media. The Company's products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news.

These unaudited interim consolidated financial statements (“interim financial statements”) were approved by the Audit Committee of the Board of Directors of the Company on November 2, 2026.

Basis of preparation

The interim financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2025, except as described below. The interim financial statements comply with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board ("IASB"), have been omitted or condensed.

The preparation of financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving more judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements have been disclosed in note 2 of the consolidated financial statements for the year ended December 31, 2025.

On July 14, 2026, the Company announced a definitive agreement to enter into a joint venture with KKR, a leading global investment firm. This transaction closed on October 1, 2026 (see note 20). As part of the transaction, the Company sold a 51% stake in its Global Print business to capital accounts advised by KKR and retained a 49% equity interest in the joint venture. In the three and nine months ended September 30, 2026, the Global Print business was reported as discontinued operations. Prior-year period amounts have been revised to conform to the current period’s presentation, as prescribed by IFRS 5, Non-current Assets Held for Sale and Discontinued Operations. See note 9.

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

The accompanying interim financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2025, which are included in the Company’s 2025 annual report.

Changes in accounting policies

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

•
An election permitting derecognition of financial liabilities that are settled through an electronic payment system before the actual settlement date, if certain conditions are met; and
•
Expanded annual disclosures for (a) investments in equity instruments and (b) financial liabilities that have features unrelated to basic lending risks, such as achieving sustainability targets, that could affect the cash flows of those liabilities.

 

The amendments were effective for reporting periods beginning January 1, 2026 and did not have a material impact on the Company’s financial statements.

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Thomson Reuters Third Quarter Report 2026

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Recent accounting pronouncements

IFRS 18, Presentation and Disclosure in Financial Statements and associated amendments to IAS 7, Statement of Cash Flows

In April 2024, the IASB issued IFRS 18 and amendments to IAS 7. IFRS 18 will replace IAS 1, Presentation of Financial Statements. IFRS 18 and related interpretations, together with the amendments to IAS 7, are effective for reporting periods beginning January 1, 2027, with retrospective application. Both IFRS 18 and the amendments to IAS 7 are presentation and disclosure related and do not impact the measurement of the Company’s results of operations, financial condition or cash flows.

IFRS 18 will change the presentation of the Company’s financial statements and add new disclosure requirements. Specifically, the new standard requires:

•
The consolidated income statement to be structured according to operating, investing, financing, income taxes and discontinued operations categories. IFRS 18 also requires subtotals for “Operating Profit” and “Profit Before Financing and Income Taxes”;
•
Management-defined performance measurements (“MPMs”), which represent certain of the Company’s non-IFRS measures, to be identified, defined, and have an explanation of why each one is useful. Each MPM must be reconciled to the most directly comparable IFRS subtotal. All disclosures related to MPMs must be disclosed in a single note within the consolidated financial statements; and
•
The application of enhanced guidance related to the grouping of financial information associated with amounts presented within the financial statements, otherwise known as aggregation or disaggregation.

The Company is in the process of assessing its consolidated income statement and other financial statements according to the IFRS 18 and IAS 7 amendments guidance set forth in the standards. Additionally, the Company is evaluating its non-IFRS measures to identify those that meet the definition of a MPM.

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

 

Revisions to segment results

The operating results of Global Print, which was previously a reportable segment, is now reported as discontinued operations (see note 9).

 

In the first quarter of 2026, the Company changed its segment reporting to reflect how it currently manages its segments. The change reflects the transfer of certain customers and their related revenues and expenses among the Company's Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segments. These changes impact the financial results of the Company's segments, but do not change its consolidated financial results. The following summarizes the changes to the applicable segment's reported amounts.

 

Three months ended September 30, 2025

•
Legal Professionals revenues decreased $7 million to $721 million and adjusted EBITDA decreased $1 million to $353 million;
•
Corporates revenues increased $11 million to $489 million and adjusted EBITDA increased $3 million to $177 million; and
•
Tax, Audit & Accounting Professionals revenues decreased $4 million to $247 million and adjusted EBITDA decreased $2 million to $76 million.

 

Nine months ended September 30, 2025

•
Legal Professionals revenues decreased $17 million to $2,113 million and adjusted EBITDA decreased $1 million to $1,028 million;
•
Corporates revenues increased $26 million to $1,517 million and adjusted EBITDA increased $8 million to $564 million; and
•
Tax, Audit & Accounting Professionals revenues decreased $9 million to $879 million and adjusted EBITDA decreased $7 million to $394 million.

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Note 2: Revenues

Revenues by type and geography

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

 

Revenues by type
(millions of U.S. dollars)

Legal Professionals

Corporates

Tax, Audit & Accounting Professionals

Reuters

Eliminations / Rounding

Total

Three months ended September 30,(1)

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

Recurring

768

703

468

433

201

179

188

178

(7)

(6)

1,618

1,487

Transactions

20

18

76

56

75

68

44

29

-

-

215

171

Total

788

721

544

489

276

247

232

207

(7)

(6)

1,833

1,658

 

Revenues by type
(millions of U.S. dollars)

Legal Professionals

Corporates

Tax, Audit & Accounting Professionals

Reuters

Eliminations / Rounding

Total

Nine months ended September 30,(1)

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

Recurring

2,255

2,057

1,379

1,261

639

571

562

529

(21)

(17)

4,814

4,401

Transactions

61

56

310

256

358

308

111

92

(3)

-

837

712

Total

2,316

2,113

1,689

1,517

997

879

673

621

(24)

(17)

5,651

5,113

 

Revenues by geography(2)
(millions of U.S. dollars)

Legal Professionals

Corporates

Tax, Audit & Accounting Professionals

Reuters

Eliminations / Rounding

Total

Three months ended September 30,(1)

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

U.S.

616

561

395

368

199

186

71

51

(7)

(6)

1,274

1,160

Canada

29

26

8

8

4

3

1

2

-

-

42

39

Other

10

9

37

26

60

46

2

2

-

-

109

83

Americas

655

596

440

402

263

235

74

55

(7)

(6)

1,425

1,282

U.K.

84

77

42

39

7

6

116

109

-

-

249

231

Other

13

14

43

34

-

1

31

30

-

-

87

79

EMEA

97

91

85

73

7

7

147

139

-

-

336

310

Asia Pacific

36

34

19

14

6

5

11

13

-

-

72

66

Total

788

721

544

489

276

247

232

207

(7)

(6)

1,833

1,658

 

 

Revenues by geography(2)
(millions of U.S. dollars)

Legal Professionals

Corporates

Tax, Audit & Accounting Professionals

Reuters

Eliminations / Rounding

Total

Nine months ended September 30,(1)

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

U.S.

1,810

1,653

1,232

1,148

757

685

187

153

(24)

(17)

3,962

3,622

Canada

87

78

30

26

26

23

4

4

-

-

147

131

Other

28

25

98

72

171

131

7

7

-

-

304

235

Americas

1,925

1,756

1,360

1,246

954

839

198

164

(24)

(17)

4,413

3,988

U.K.

248

223

130

115

22

21

344

326

-

-

744

685

Other

40

38

141

110

4

4

94

93

-

-

279

245

EMEA

288

261

271

225

26

25

438

419

-

-

1,023

930

Asia Pacific

103

96

58

46

17

15

37

38

-

-

215

195

Total

2,316

2,113

1,689

1,517

997

879

673

621

(24)

(17)

5,651

5,113

 

(1)
The Company revised its Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segment results for the three and nine months ended September 30, 2025. See note 1.
(2)
Revenues by geography are based on the location of the customer. Revenues from the Reuters agreement with the Data & Analytics business of London Stock Exchange Group (“LSEG”), the Company’s largest customer, are included entirely in the U.K. Canada represents the Company's country of domicile. Americas represents North America, Latin America and South America and EMEA represents Europe, Middle East and Africa.

Page 52


Thomson Reuters Third Quarter Report 2026

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Note 3: Segment Information

The Company is organized as four reportable segments, reflecting how its products and services are managed and offered to target customers as described below. The operating results of Global Print, which was previously a reportable segment, is now reported as discontinued operations (see note 9).

Legal Professionals

 

Serves law firms and governments with research and workflow products powered by AI-enabled technology 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 the Company’s full suite of content-driven products, powered by AI-enabled technology and integrated compliance workflow solutions to help them achieve their business outcomes.

Tax, Audit & 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 AI-enabled technology.

Reuters

 

Supplies business, financial and global news and data to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial firms exclusively via LSEG products.

Information by segment and reconciliations to the consolidated income statement are set forth below:

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

 

 

2026

 

2025(1)

 

2026

 

2025(1)

Revenues

 

 

 

 

 

 

 

 

 

 

   Legal Professionals

 

 

 

788

 

721

 

2,316

 

2,113

   Corporates

 

 

 

544

 

489

 

1,689

 

1,517

   Tax, Audit & Accounting Professionals

 

 

 

276

 

247

 

997

 

879

   Reuters

 

 

 

232

 

207

 

673

 

621

Eliminations/Rounding

 

 

 

(7)

 

(6)

 

(24)

 

(17)

Revenues

 

 

 

1,833

 

1,658

 

5,651

 

5,113

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

   Legal Professionals

 

 

 

368

 

353

 

1,104

 

1,028

   Corporates

 

 

 

197

 

177

 

640

 

564

   Tax, Audit & Accounting Professionals

 

 

 

83

 

76

 

424

 

394

   Reuters

 

 

 

56

 

42

 

138

 

126

Total reportable segments adjusted EBITDA

 

 

 

704

 

648

 

2,306

 

2,112

Corporate Center

 

 

 

(53)

 

(55)

 

(166)

 

(182)

Fair value adjustments(2)

 

 

 

1

 

(5)

 

2

 

(39)

Depreciation

 

 

 

(24)

 

(26)

 

(75)

 

(77)

Amortization of software

 

 

 

(202)

 

(181)

 

(596)

 

(533)

Amortization of other identifiable intangible assets

 

 

 

(23)

 

(24)

 

(72)

 

(73)

Other operating (losses) gains, net

 

 

 

(1)

 

160

 

72

 

162

Operating profit

 

 

 

402

 

517

 

1,471

 

1,370

Net interest expense

 

 

 

(51)

 

(38)

 

(137)

 

(103)

Other finance income (costs)

 

 

 

2

 

7

 

19

 

(51)

Share of post-tax losses in equity method investments

 

 

 

(5)

 

(13)

 

(16)

 

(23)

Tax expense

 

 

 

(59)

 

(109)

 

(235)

 

(230)

Earnings from continuing operations

 

 

 

289

 

364

 

1,102

 

963

 

(1)
The Company revised its Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segment results for the three and nine months ended September 30, 2025. See note 1.
(2)
Includes acquired deferred revenue of $20 million in the nine months ended September 30, 2025.

Reuters revenues included $7 million (2025 - $6 million) and $24 million (2025 - $17 million) in the three and nine months ended September 30, 2026, respectively, primarily from content-related services that it provided to the Legal Professionals, Corporates and Tax, Audit & Accounting Professionals segments.

Page 53


Thomson Reuters Third Quarter Report 2026

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

Segment Adjusted EBITDA

•
Segment adjusted EBITDA represents earnings or loss from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of software and other identifiable intangible assets, the Company’s share of post-tax earnings or losses in equity method investments, other operating gains or losses, certain asset impairment charges, corporate related items and fair value adjustments, including those related to acquired deferred revenue (see note 17).
•
The Company does not consider these excluded items to be controllable operating activities for purposes of assessing the current performance of the reportable segments.

Each segment includes an allocation of costs, based on usage or other applicable measures, for centralized support services such as technology-related services, commercial operations, marketing costs, and product and content development. Additionally, product costs are allocated when one segment sells products managed by another segment.

Corporate Center, which was previously called Corporate costs, includes expenses for centrally managed functions such as finance, legal, human resources and the executive office, as well as certain content and editorial costs associated with our former Global Print business. These costs are not allocated to the segments.

Note 4: Seasonality

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

Note 5: Operating Expenses

The components of operating expenses include the following:

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

 

 

2026

 

2025

 

2026

 

2025

Salaries, commissions and allowances

 

 

 

601

 

581

 

1,814

 

1,707

Share-based payments

 

 

 

36

 

27

 

106

 

84

Post-employment benefits

 

 

 

33

 

34

 

104

 

102

Total staff costs

 

 

 

670

 

642

 

2,024

 

1,893

Goods and services(1)

 

 

 

421

 

334

 

1,206

 

1,036

Content

 

 

 

72

 

72

 

225

 

218

Telecommunications

 

 

 

11

 

12

 

33

 

35

Facilities

 

 

 

8

 

5

 

23

 

21

Fair value adjustments(2)

 

 

 

(1)

 

5

 

(2)

 

19

Total operating expenses

 

 

 

1,181

 

1,070

 

3,509

 

3,222

 

(1)
Goods and services include technology-related expenses, professional fees, consulting, contractors, marketing and other general and administrative costs.
(2)
Fair value adjustments primarily represent gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business.

Note 6: Other Operating (Losses) Gains, Net

Other operating (losses) gains, net were $(1) million and $72 million in the three and nine months ended September 30, 2026, respectively. Other operating gains, net in the nine months ended September 30, 2026 primarily related to acquisitions and investments.

Other operating gains net, were $160 million and $162 million in the three and nine months ended September 30, 2025, respectively. Both periods included a gain of $161 million on the sale of the Company's remaining minority interest in Elite, an equity method investment.

Page 54


Thomson Reuters Third Quarter Report 2026

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Note 7: Finance Costs, Net

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

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

 

 

2026

 

2025

 

2026

 

2025

Interest expense:

 

 

 

 

 

 

 

 

 

 

   Debt

 

 

 

39

 

26

 

104

 

84

   Other, net

 

 

 

8

 

8

 

23

 

22

Fair value (gains) losses on financial instruments

 

 

 

 

 

 

 

 

 

 

   Debt

 

 

 

(68)

 

(6)

 

(75)

 

(6)

   Fair value hedges

 

 

 

68

 

6

 

75

 

6

   Cash flow hedges, transfer from equity

 

18

 

-

 

18

 

(27)

Net foreign exchange (gains) losses on debt

 

 

 

(18)

 

-

 

(18)

 

27

Net interest expense - debt and other

 

 

 

47

 

34

 

127

 

106

Net interest expense - leases

 

 

 

3

 

3

 

10

 

10

Net interest expense - pension and other post-employment
   benefit plans

 

6

 

7

 

17

 

20

Interest income

 

 

 

(5)

 

(6)

 

(17)

 

(33)

Net interest expense

 

 

 

51

 

38

 

137

 

103

 

The components of other finance (income) costs are as follows:

 

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

 

 

2026

 

2025

 

2026

 

2025

Net (gains) losses due to changes in foreign currency
   exchange rates

 

(1)

 

(9)

 

(15)

 

47

Other

 

 

 

(1)

 

2

 

(4)

 

4

Other finance (income) costs

 

 

 

(2)

 

(7)

 

(19)

 

51

 

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

 

Other includes the ineffective portion of cash flow and fair value hedges and certain other financing costs.

Note 8: Taxation

 

Tax expense was $59 million (2025 - $109 million) and $235 million (2025 - $230 million) in the three and nine months ended September 30, 2026, respectively. Tax expense in each period reflected the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. Tax expense or benefit in interim periods is not necessarily indicative of the tax expense or benefit for the full year because the geographical mix of pre-tax profits and losses in interim periods may be different from that for the full year.

In January 2024, the Company began recording tax expense associated with the “Pillar Two model rules” as published by the Organization for Economic Cooperation and Development and enacted by key jurisdictions in which the Company operates. These rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the “Pillar Two model rules” apply a system of top-up taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%. The Company has applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. The application of the "Pillar Two model rules" did not have a significant impact on the Company's tax expense in the three and nine months ended September 30, 2026 and 2025.

Note 9: Discontinued Operations

On July 14, 2026, the Company announced a definitive agreement to enter into a joint venture with KKR. On October 1, 2026, the Company sold a 51% stake in its Global Print business to capital accounts advised by KKR for approximately $500 million in gross proceeds and retained a 49% equity interest in the joint venture (see note 20). The Global Print business provided legal and tax information primarily in print format and via ProView to customers around the world and commercial printing services to a wide range of book publishers.

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Thomson Reuters Third Quarter Report 2026

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Discontinued operations include the results of Global Print, as well as earnings and losses relating to a tax indemnity associated with a previously sold business that was classified as discontinued operations in the consolidated financial statements in prior periods. Total earnings from discontinued operations are summarized as follows:

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

 

 

2026

 

2025

 

2026

 

2025

Revenues

 

 

 

116

 

124

 

339

 

354

Expenses

 

 

 

(54)

 

(53)

 

(164)

 

(112)

Earnings from discontinued operations before income tax

 

62

 

71

 

175

 

242

Tax expense

 

 

 

(12)

 

(12)

 

(31)

 

(35)

Earnings from discontinued operations, net of tax

 

 

 

50

 

59

 

144

 

207

The assets and liabilities of the Global Print business classified as held for sale in the consolidated statement of financial position are as follows:

 

 

 

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

 

 

 

 

2026

Trade and other receivables

 

 

 

 

 

 

 

 

 

55

Prepaid expenses and other current assets

 

 

 

 

 

 

 

 

 

25

Property and equipment, net

 

 

 

 

 

 

 

 

 

24

Software, net

 

 

 

 

 

 

 

 

 

1

Goodwill

 

 

 

 

 

 

 

 

 

248

Total assets held for sale

 

 

 

 

 

 

 

 

 

353

Payables, accruals and provisions

 

 

 

 

 

 

 

 

 

15

Deferred revenue

 

 

 

 

 

 

 

 

 

17

Other financial liabilities

 

 

 

 

 

 

 

 

 

2

Total liabilities associated with assets held for sale

 

 

 

 

 

 

 

 

 

34

 

Note 10: Earnings Per Share

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

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

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

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

 

 

2026

 

2025

 

2026

 

2025

Earnings attributable to common shareholders

 

 

 

339

 

423

 

1,246

 

1,170

Less: Dividends declared on preference shares

 

 

 

(1)

 

(1)

 

(3)

 

(3)

Earnings used in consolidated earnings per share

 

 

 

338

 

422

 

1,243

 

1,167

Less: Earnings from discontinued operations, net of tax

 

(50)

 

(59)

 

(144)

 

(207)

Earnings used in earnings per share from continuing operations

 

288

 

363

 

1,099

 

960

 

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

 

 

Three months ended
September 30,

Nine months ended
September 30,

 

2026

 

2025

2026

 

2025

Weighted-average number of common shares
   outstanding

433,596,918

 

449,658,160

438,769,452

 

450,116,632

Weighted-average number of vested DSUs

112,736

 

125,259

115,396

 

128,163

Basic

433,709,654

 

449,783,419

438,884,848

 

450,244,795

Effect of stock options and TRSUs

307,501

 

500,309

250,836

 

551,793

Diluted

434,017,155

 

450,283,728

439,135,684

 

450,796,588

 

Page 56


Thomson Reuters Third Quarter Report 2026

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Note 11: Financial Instruments

Financial assets and liabilities

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

 

 

 

September 30, 2026
(millions of U.S. dollars)

 

Assets/ (Liabilities) at Amortized Cost

 

Assets/ (Liabilities) at Fair Value through Earnings

 

Assets at Fair Value through Other Comprehensive Income or Loss

 

Derivatives Used for Hedging

 

Total

Cash and cash equivalents

 

771

 

623

 

-

 

-

 

1,394

Trade and other receivables

 

1,154

 

-

 

-

 

-

 

1,154

Other financial assets - current

 

50

 

85

 

-

 

-

 

135

Other financial assets -
   non-current

10

 

275

 

195

 

-

 

480

Current indebtedness

 

(565)

 

-

 

-

 

-

 

(565)

Trade payables (see note 13)

 

(164)

 

-

 

-

 

-

 

(164)

Accruals (see note 13)

 

(784)

 

-

 

-

 

-

 

(784)

Other financial liabilities -
   current
(1)

 

(71)

 

(10)

 

-

 

-

 

(81)

Long-term indebtedness

 

(3,247)

 

-

 

-

 

-

 

(3,247)

Other financial liabilities -
   non-current
(2)

 

(168)

 

-

 

-

 

(108)

 

(276)

Total

 

(3,014)

 

973

 

195

 

(108)

 

(1,954)

 

 

 

December 31, 2025
(millions of U.S. dollars)

 

Assets/ (Liabilities) at Amortized Cost

 

Assets/ (Liabilities) at Fair Value through Earnings

 

Assets at Fair Value through Other Comprehensive Income or Loss

 

Derivatives Used for Hedging

 

Total

Cash and cash equivalents

 

276

 

235

 

-

 

-

 

511

Trade and other receivables

 

1,143

 

-

 

-

 

-

 

1,143

Other financial assets - current

 

10

 

84

 

-

 

-

 

94

Other financial assets -
   non-current

 

10

 

288

 

168

 

-

 

466

Current indebtedness

 

(795)

 

-

 

-

 

-

 

(795)

Trade payables (see note 13)

 

(147)

 

-

 

-

 

-

 

(147)

Accruals (see note 13)

 

(826)

 

-

 

-

 

-

 

(826)

Other financial liabilities -
   current
(1)

 

(68)

 

(40)

 

-

 

-

 

(108)

Long-term indebtedness

 

(1,328)

 

-

 

-

 

-

 

(1,328)

Other financial liabilities -
   non-current
(2)

 

(194)

 

-

 

-

 

(16)

 

(210)

Total

 

(1,919)

 

567

 

168

 

(16)

 

(1,200)

 

 

(1)
Includes lease liabilities of $63 million (2025 - $59 million).
(2)
Includes lease liabilities of $165 million (2025 - $190 million).

 

Of total cash and cash equivalents, $129 million and $140 million as of September 30, 2026 and December 31, 2025, respectively, were held in subsidiaries which have regulatory restrictions or contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and were therefore not available for general use by the Company.

Commercial paper program

The Company’s $2.0 billion commercial paper program provides cost-effective and flexible short-term funding. The carrying amount of outstanding commercial paper of $565 million is included in “Current indebtedness” within the consolidated statement of financial position as of September 30, 2026 (December 31, 2025 - $295 million).

Page 57


Thomson Reuters Third Quarter Report 2026

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Credit facility

The Company has a $2.0 billion syndicated credit facility agreement which matures in November 2030 and may be used to provide liquidity for general corporate purposes (including acquisitions or support for its commercial paper program). There were no outstanding borrowings under the credit facility as of September 30, 2026 and December 31, 2025. Based on the Company’s current credit ratings, the cost of borrowing under the facility is priced at the Term Secured Overnight Financing Rate (“SOFR”)/Euro Interbank Offered Rate (“EURiBOR")/Simple Sterling Overnight Index Average (“SONIA") plus 92 basis points. The Company has the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $2.6 billion.

The Company guarantees borrowings by its subsidiaries under the credit facility. The Company must also maintain a ratio of net debt as defined in the credit agreement (total debt plus hedging agreements, less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If the Company were to complete an acquisition with a purchase price of over $500 million, the Company may elect, subject to notification, to temporarily increase the ratio of net debt to EBITDA to 5.0:1 at the end of the quarter within which the transaction closed and for each of the three immediately following fiscal quarters. At the end of that period, the ratio would revert to 4.5:1. As of September 30, 2026, the Company complied with this covenant as its ratio of net debt to EBITDA, as calculated under the terms of its syndicated credit facility, was 0.9:1.

Fair Value

The fair values of cash and cash equivalents, trade and other receivables, trade payables and accruals approximate their carrying amounts because of the short-term maturity of these instruments.

Debt and Related Derivative Instruments

Carrying Amounts

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

Fair Value

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

The following is a summary of the Company's debt and related derivative instruments that hedge debt:

 

 

 

Carrying Amount

 

Fair Value

September 30, 2026
(millions of U.S. dollars)

 

Primary Debt Instruments

 

Derivative Instruments

 

Primary Debt Instruments

 

Derivative Instruments

Commercial paper

 

565

 

-

 

565

 

-

Private Placement

 

 

 

 

 

 

 

 

C$350 4.13% Notes due 2029

 

244

 

5

 

247

 

5

C$350 4.48% Notes due 2031

 

244

 

4

 

254

 

4

C$300 Floating rate notes due 2029

 

211

 

6

 

211

 

6

Public

 

 

 

 

 

 

 

 

$800 5.10% Notes due 2028

 

796

 

-

 

795

 

-

$500 5.75% Notes due 2033

 

495

 

-

 

488

 

-

$500 5.85% Notes due 2040

 

462

 

31

 

465

 

31

$119 4.50% Notes due 2043

 

106

 

11

 

91

 

11

$350 5.65% Notes due 2043

 

296

 

48

 

317

 

48

$400 5.50% Debentures due 2035

 

393

 

3

 

380

 

3

Total

 

3,812

 

108

 

3,813

 

108

Current portion

 

565

 

-

 

 

 

 

Long-term portion

 

3,247

 

108

 

 

 

 

 

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Carrying Amount

 

Fair Value

December 31, 2025
(millions of U.S. dollars)

 

Primary Debt Instruments

 

Derivative Instruments

 

Primary Debt Instruments

 

Derivative Instruments

Commercial paper

 

295

 

-

 

295

 

-

Public

 

 

 

 

 

 

 

 

$500 3.35% Notes due 2026

 

500

 

-

 

498

 

-

$500 5.85% Notes due 2040

 

490

 

-

 

520

 

-

$119 4.50% Notes due 2043

 

114

 

3

 

99

 

3

$350 5.65% Notes due 2043

 

329

 

13

 

353

 

13

$400 5.50% Debentures due 2035

 

395

 

-

 

417

 

-

Total

 

2,123

 

16

 

2,182

 

16

Current portion

 

795

 

-

 

 

 

 

Long-term portion

 

1,328

 

16

 

 

 

 

Long-term debt activity

In September 2026, the Company issued a total of US$1.3 billion and C$1.0 billion principal amount of notes (which were swapped to US$0.7 billion). The net proceeds, in aggregate, of $2,022 million were used for general corporate purposes, which included the repayment of borrowings under its commercial paper program. In May 2026, the Company repaid its $500 million 3.35% notes upon maturity with cash on hand and commercial paper borrowings. In May 2025, the Company repaid its C$1.4 billion (US$999 million) 2.239% notes upon maturity with cash on hand and settled the related cross-currency interest rate swaps.

Details of the notes issued and repaid are as follows:

Month/Year

 

Transaction

 

Principal Amount
(in millions)

Private Placement

 

Notes issued

 

 

September 2026

 

4.13% Notes due 2029

 

C$350

September 2026

 

4.48% Notes due 2031

 

C$350

September 2026

 

Floating rate notes due 2029

 

C$300

Public

 

 

 

 

September 2026

 

5.10% Notes due 2028

 

US$800

September 2026

 

5.75% Notes due 2033

 

US$500

 

 

Notes repaid

 

 

May 2026

 

3.35% Notes due 2026

 

US$500

May 2025

 

2.239% Notes due 2025

 

C$1,400

Cross-currency interest rate swaps

In connection with the issuance of Canadian dollar denominated notes in September 2026, the Company entered into cross-currency interest rate swaps, which swap Canadian dollar denominated principal and interest payments into U.S. dollars. The swaps were designated as cash flow hedges of foreign exchange risk on the notes. The critical terms of the swaps, such as the timing and amount of cash flows, match the terms of the related indebtedness, creating an economic relationship between the hedged item and hedging instrument. The effective portion of the changes in the fair value of the swaps is recognized in "Other comprehensive (loss) income and is reclassified to the consolidated income statement in the same periods as the hedged cash flows. Hedge ineffectiveness, which may arise from changes in cross-currency basis spread and counterparty credit risk, is recognized within "Finance costs, net" in the consolidated income statement. As the Company’s risk management objective is to mitigate debt-related currency exposures, it seeks to achieve a 1:1 hedge ratio between the notional principal amount of the swaps and the underlying debt exposures, in which the critical terms of the instruments match. As of September 30, 2026, the Company recorded the swaps outstanding in the consolidated statement of financial position at their fair value, which was a liability of $15 million, reported within "Other financial liabilities, non-current", in the consolidated statement of financial position. The details of these instruments are set forth below:

Received

 

Paid

 

Hedged Risk

 

Year of Maturity

Principal Amount
(in millions)

2026 Cash flow hedges

 

 

 

 

 

 

 

 

Canadian dollar fixed

 

U.S. dollar fixed

Foreign exchange

2029

 

US$ 253

Canadian dollar fixed

 

U.S. dollar fixed

Foreign exchange

2031

 

US$ 253

Canadian dollar floating(1)

 

U.S. dollar floating

Foreign exchange

2029

 

US$ 216

 

(1)
Interest rate equal to daily compounded Canadian Overnight Repo Rate Average ("CORRA") plus 76 basis points swapped to daily compounded SOFR plus 87.4 basis points.

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Fixed-to-floating interest rate swaps

 

As of September 30, 2026, the Company had fixed-to-floating interest rate swaps totaling $1,050 million in notional amount, of which $415 million was entered into during the three months ended September 30, 2026 and $640 million during the nine months ended September 30, 2026. Additionally, $410 million notional amount of swaps were entered in September 2025. Under these arrangements, the Company receives a fixed rate of interest and pays a floating rate based on daily compounded SOFR plus a spread. These swaps are designated as fair value hedges for a portion of each of the Company's $400 million principal amount of 5.50% debentures due August 2035 ($190 million hedged), $500 million principal amount of 5.85% notes due April 2040 ($450 million hedged), $119 million principal amount of 4.50% notes due May 2043 ($80 million hedged) and $350 million principal amount of 5.65% notes due November 2043 ($330 million hedged), covering the remaining term to debt maturity. The swaps were entered into as part of the Company's strategy to manage interest rate risk and the swap notional is aligned 1:1 with the portion of the debt being hedged.

 

The swaps are reported at fair value in the consolidated statement of financial position with changes in their fair value recorded within “Finance costs, net” in the consolidated income statement. The carrying amount of the hedged debt is adjusted for changes in its fair value attributable to the hedged interest rate risk, which is also recorded within "Finance costs, net" in the consolidated income statement. The fair value of the swaps was a liability of $93 million, reported within "Other financial liabilities, non-current", in the consolidated statement of financial position as of September 30, 2026 (December 31, 2025 - $16 million). In the nine months ended September 30, 2026 the change in fair value of the swaps was a loss of $77 million, which was largely offset by a gain of $75 million on the hedged debt, resulting in net hedge ineffectiveness of $2 million recorded within "Finance costs, net" in the consolidated income statement.

 

In addition, the Company has credit support agreements with its counterparties under which one party may call on the other party to post cash collateral when the market value of the swaps exceeds specific thresholds, thus limiting credit exposure. As of September 30, 2026, the Company had a cash collateral receivable of $44 million (December 31, 2025 - $7 million) related to its fixed-to-floating interest rate swaps. Cash flows associated with collateral movements were classified as financing activities in the consolidated statement of cash flow.

 

Fair value estimation

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

•
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
•
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
•
Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

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

 

September 30, 2026
(millions of U.S. dollars)

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total
Balance

Assets

 

 

 

 

 

 

 

 

 

 

Money market accounts and other securities

 

-

 

623

 

-

 

623

Other receivables(1)

 

-

 

-

 

360

 

360

Financial assets at fair value through earnings

 

-

 

623

 

360

 

983

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

 

-

 

-

 

195

 

195

Total assets

 

-

 

623

 

555

 

1,178

Liabilities

 

 

 

 

 

 

 

 

Derivatives used for hedging(3)

 

-

 

(108)

 

-

 

(108)

Contingent consideration(4)

 

-

 

-

 

(10)

 

(10)

Financial liabilities at fair value through earnings

 

-

 

(108)

 

(10)

 

(118)

Total liabilities

 

-

 

(108)

 

(10)

 

(118)

 

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December 31, 2025
(millions of U.S. dollars)

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total
Balance

Assets

 

 

 

 

 

 

 

 

 

 

Money market accounts and other securities

 

-

 

235

 

-

 

235

Other receivables(1)

 

 

 

-

 

-

 

372

 

372

Financial assets at fair value through earnings

 

-

 

235

 

372

 

607

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

 

-

 

-

 

168

 

168

Total assets

 

-

 

235

 

540

 

775

Liabilities

 

 

 

 

 

 

 

 

Derivatives used for hedging(3)

 

-

 

(16)

 

-

 

(16)

Contingent consideration(4)

 

-

 

-

 

(40)

 

(40)

Financial liabilities at fair value through earnings

 

-

 

(16)

 

(40)

 

(56)

Total liabilities

 

-

 

(16)

 

(40)

 

(56)

 

(1)
Receivables under an indemnification and other arrangements.
(2)
Investments in entities over which the Company does not have control, joint control or significant influence.
(3)
Comprised of fixed-to-floating interest rate swaps and, in 2026, cross-currency interest rate swaps on indebtedness.
(4)
Obligations to pay additional consideration for prior acquisitions, based upon performance measures contractually agreed at the time of purchase, and in 2025, to purchase shares from minority owners of a subsidiary.

 

As of September 30, 2026, other receivables in level 3 of the fair value measurement hierarchy primarily include $275 million (December 31, 2025 - $288 million) due from an indemnification arrangement and $85 million (December 31, 2025 - $84 million) in receivables from the sale of the Company's FindLaw business in December 2024. The decrease in the receivable from the indemnification arrangement between September 30, 2026 and December 31, 2025 is primarily comprised of losses recognized from the resolution of a tax dispute. The decrease also included impacts from changes in foreign exchange and interest rates associated with the indemnifying party’s credit profile. This activity is included in “Earnings from discontinued operations, net of tax”, within the consolidated income statement.

As of September 30, 2026, investments in level 3 financial assets measured at fair value through other comprehensive income were $195 million (2025 - $168 million). The increase between September 30, 2026 and December 31, 2025 was primarily due to additional investments of $32 million and fair value net gains reflecting pricing from equity funding rounds during the period, which were partly offset by disposals.

The Company recognizes transfers into and out of the fair value measurement hierarchy levels at the end of the reporting period in which the event or change in circumstances that caused the transfer occurred. There were no transfers between hierarchy levels for the nine months ended September 30, 2026.

Valuation Techniques

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

Specific valuation techniques used to value financial instruments include:

•
The fair value of investments predominantly reflect pricing from equity funding rounds;
•
The fair value of receivables due under indemnification and other arrangements primarily considers estimated future cash flows, current market interest rates and non-performance risk;
•
The fair value of contingent consideration liability is calculated based on estimates of future revenue performance or the achievement of certain commercial milestones; and
•
Interest rate swaps and cross-currency interest rate swaps are calculated as the present value of the estimated cash flows based on observable yield curves.

Note 12: Other Non-Current Assets

The components of other non-current assets include the following:

 

 

 

September 30,

 

December 31,

(millions of U.S. dollars)

 

2026

 

2025

Cash surrender value of life insurance policies

 

389

 

384

Deferred commissions

 

99

 

110

Net defined benefit plan surpluses

 

103

 

83

Other non-current assets(1)

 

122

 

103

Total other non-current assets

 

713

 

680

 

(1)
Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $94 million and $96 million as of September 30, 2026 and December 31, 2025, respectively (see note 18).

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Note 13: Payables, Accruals and Provisions

The components of payables, accruals and provisions include the following:

 

 

 

September 30,

 

December 31,

(millions of U.S. dollars)

 

2026

 

2025

Trade payables

 

164

 

147

Accruals

 

784

 

826

Provisions

 

73

 

66

Other current liabilities

 

50

 

51

Total payables, accruals and provisions

 

1,071

 

1,090

 

Note 14: Provisions and Other Non-Current Liabilities

The components of provisions and other non-current liabilities include the following:

 

 

 

September 30,

 

December 31,

(millions of U.S. dollars)

 

2026

 

2025

Net defined benefit plan obligations

 

454

 

504

Deferred compensation and employee incentives

 

75

 

75

Provisions

 

66

 

64

Other non-current liabilities

 

18

 

13

Total provisions and other non-current liabilities

 

613

 

656

 

Note 15: Capital

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

 

The Company buys back shares (and subsequently cancels them) from time to time as part of its capital strategy. Share repurchases are typically executed under a NCIB program, which is approved by the TSX. The NCIB program, as amended in February 2026, allowed the Company to repurchase up to 16 million common shares between August 19, 2025 and August 18, 2026. In February 2026, the Company announced its plan to repurchase up to $600 million of its common shares and completed this program in July 2026.

 

The Company may repurchase common shares in open market transactions on the TSX, Nasdaq and/or other exchanges and alternative trading systems, if eligible, or by such other means as may be permitted by the TSX and/or Nasdaq or under applicable law, including private agreement purchases or share purchase program agreement purchases, if the Company receives, if applicable, an issuer bid exemption order in the future from applicable securities regulatory authorities in Canada for such purchases. The price that the Company will pay for common shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by the TSX.

 

Details of share repurchases are as follows:

 

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

 

 

 

 

2026

 

2025

 

2026

 

2025

Share repurchases (millions of U.S. dollars)

 

 

 

238

 

670

 

600

 

670

Shares repurchased (number in millions)

 

 

 

2.6

 

3.9

 

6.2

 

3.9

Share repurchases - average price per share

 

 

 

$92.61

 

$172.03

 

$97.48

 

$172.03

 

Decisions regarding any future repurchases will depend on certain factors, such as market conditions, share price, and other opportunities to invest capital for growth. The Company may elect to suspend or discontinue share repurchases at any time, in accordance with applicable laws. From time to time when the Company does not possess material nonpublic information about itself or its securities, it may enter into a pre-defined plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with the Company’s broker will be adopted in accordance with applicable Canadian securities laws and the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended.

Excise taxes payable totaled $11 million as of September 30, 2026, and are reflected as part of the repurchases of common shares included in the consolidated statement of changes in equity (2025 - $38 million of liabilities related to unsettled share repurchases as well as $17 million of excise taxes payable).

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Dividends

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

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

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

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

 

 

 

2026

 

2025

 

2026

 

2025

Dividends declared per common share

 

 

 

$0.655

 

$0.595

 

$1.965

 

$1.785

Dividends declared

 

 

 

284

 

268

 

860

 

804

Dividends reinvested

 

 

 

(10)

 

(8)

 

(31)

 

(25)

Dividends paid

 

 

 

274

 

260

 

829

 

779

Return of capital and share consolidation transactions

On May 4, 2026, the Company returned $605 million to its shareholders and reduced its common shares outstanding by approximately 6.5 million shares through return of capital and share consolidation transactions, which was derived from the May 2024 sales of LSEG shares. The transactions consisted of a special cash distribution of $1.435518 per participating common share and a share consolidation, or “reverse stock split”, which reduced the number of outstanding common shares at a ratio of 1 pre-consolidated share for 0.984560 post-consolidated shares. Shareholders who were subject to income tax in a jurisdiction other than Canada were given the opportunity to opt-out of the return of capital. The share consolidation was proportional to the special cash distribution, and the share consolidation ratio was based on the volume weighted-average trading price of the Company's common shares on the Nasdaq for the five-trading day period immediately preceding the May 4, 2026 effective date. Woodbridge, the Company's principal shareholder, participated in this transaction.

 

Note 16: Supplemental Cash Flow Information

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

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

 

 

2026

 

2025

 

2026

 

2025

Non-cash employee benefit charges

 

 

 

49

 

44

 

151

 

129

Net (gains) losses on foreign exchange and derivative
   financial instruments

 

-

 

(6)

 

(14)

 

52

Fair value adjustments (see note 5)

 

 

 

(1)

 

5

 

(2)

 

19

Other

 

 

 

21

 

9

 

(26)

 

23

 

 

 

69

 

52

 

109

 

223

 

Details of “Changes in working capital and other items” within the net cash provided by operating activities section in the consolidated statement of cash flow are as follows:

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

 

 

2026

 

2025

 

2026

 

2025

Trade and other receivables

 

 

 

(79)

 

37

 

(81)

 

34

Prepaid expenses and other current assets

 

 

 

(13)

 

15

 

16

 

35

Payables, accruals and provisions

 

 

 

58

 

16

 

(53)

 

(216)

Deferred revenue

 

 

 

(46)

 

(26)

 

(39)

 

35

Income taxes

 

 

 

6

 

64

 

16

 

60

Other

 

 

 

2

 

(1)

 

(27)

 

(28)

 

 

 

(72)

 

105

 

(168)

 

(80)

 

Details of income taxes (paid) received are as follows:

 

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

 

 

2026

 

2025

 

2026

 

2025

Operating activities - continuing operations

 

 

 

(46)

 

(13)

 

(166)

 

(121)

Operating activities - discontinued operations

 

 

 

(5)

 

(2)

 

(44)

 

(44)

Investing activities - continuing operations

 

 

 

-

 

(33)

 

7

 

(33)

Total income taxes paid

 

 

 

(51)

 

(48)

 

(203)

 

(198)

 

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Note 17: Acquisitions

Acquisitions include the purchase of a controlling or a non-controlling interest in a business. Acquisitions also include asset acquisitions for the purchase of other identifiable intangible assets. Acquisitions where control is acquired are integrated into existing operations of the Company to broaden its offerings to customers as well as its presence in global markets. The results of acquired businesses are included in the consolidated financial statements from the date of acquisition.

Acquisition activity

Acquisition consideration is as follows:

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

2026

 

2025

 

2026

 

2025

Businesses acquired, net of cash

 

-

 

156

 

208

 

741

Investments in businesses

 

13

 

9

 

39

 

37

Asset acquisitions

 

-

 

13

 

2

 

13

Deferred and contingent consideration
   payments

 

-

 

15

 

12

 

32

Total

 

13

 

193

 

261

 

823

 

 

The following provides a brief description of the most significant acquisitions completed in the nine months ended September 30, 2026 and 2025:

 

Date

Company

Acquiring Segments

Description

February 2026

Noetica, Inc.

Legal Professionals

A New York-based AI-native start-up that transforms transaction-deal data into structured market intelligence for deal professionals.

January 2025

cPaperless, LLC ("SafeSend")

Tax, Audit & Accounting Professionals

A U.S. based cloud-native provider of technology for tax and accounting professionals. SafeSend automates the “last-mile” of the tax return, including assembly, review, taxpayer e-signature, and delivery.

September 2025

Additive AI, Inc. ("Additive")

Tax, Audit & Accounting Professionals

Uses artificial intelligence to automate tax document processing for tax and accounting professionals. Additive's GenAI-native platform ingests and parses complex U.S. federal tax forms, including schedule K-1, during tax preparation.

 

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The details of net assets acquired, including purchase price adjustments, are as follows:

 

 

 

Nine months ended
September 30,

 

Nine months ended
September 30,

(millions of U.S. dollars)

 

2026

 

2025

 

 

 

 

Total

 

SafeSend

 

Other

 

Total

Cash and cash equivalents

 

 

 

 

 

24

 

14

 

6

 

20

Trade receivables

 

 

 

 

 

5

 

12

 

1

 

13

Other financial assets

 

 

 

 

 

2

 

-

 

-

 

-

Prepaid expenses and other current assets

 

 

 

 

 

1

 

2

 

-

 

2

   Current assets

 

 

 

 

 

32

 

28

 

7

 

35

Property and equipment

 

 

 

 

 

2

 

1

 

-

 

1

Software

 

 

 

 

 

125

 

225

 

63

 

288

Other identifiable intangible assets

 

 

 

 

 

4

 

38

 

6

 

44

Equity method investments

 

 

 

 

 

8

 

-

 

-

 

-

Other financial assets

 

 

 

 

 

3

 

-

 

-

 

-

Other non-current assets

 

 

 

 

 

-

 

1

 

-

 

1

Total assets

 

 

 

 

 

174

 

293

 

76

 

369

Payables and accruals

 

 

 

 

 

(7)

 

(4)

 

-

 

(4)

Current tax liabilities

 

 

 

 

 

(18)

 

-

 

-

 

-

Deferred revenue(1)

 

 

 

 

 

(1)

 

(16)

 

(2)

 

(18)

   Current liabilities

 

 

 

 

 

(26)

 

(20)

 

(2)

 

(22)

Other financial liabilities

 

 

 

 

 

(31)

 

(1)

 

-

 

(1)

Deferred tax

 

 

 

 

 

(24)

 

(49)

 

(14)

 

(63)

Total liabilities

 

 

 

 

 

(81)

 

(70)

 

(16)

 

(86)

Net assets acquired

 

 

 

 

 

93

 

223

 

60

 

283

Goodwill

 

 

 

 

 

222

 

376

 

102

 

478

Less: Fair value of previously held investment

 

 

 

 

 

(83)

 

-

 

-

 

-

Total

 

 

 

 

 

232

 

599

 

162

 

761

Businesses acquired, net of cash

 

 

 

 

 

208

 

585

 

156

 

741

 

(1)
Represents the fair value of deferred revenue, which is computed as the cost of providing services to customers in the post-acquisition period plus a reasonable profit margin. Under IFRS, the acquired deferred revenue is typically lower than the amount the seller recognized.

 

The excess of the purchase price over the net assets acquired was recorded as goodwill and reflects synergies and the value of the acquired workforce. Relative to the acquisitions completed in the nine months ended September 30, 2026 and 2025, the majority of goodwill is not expected to be deductible for tax purposes.

Purchase price allocation

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

Other

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

Note 18: Contingencies

Lawsuits and legal claims

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

Uncertain tax positions

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

Page 65


Thomson Reuters Third Quarter Report 2026

img22008411_0.jpg

 

 

 

 

 

 

As a result, the Company maintains provisions for uncertain tax positions that it believes appropriately reflect its risk. These provisions are made using the Company’s best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. When appropriate, the Company performs an expected value calculation to determine its provisions. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances.

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

Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from the Company’s provisions. However, based on currently enacted legislation, information currently known by the Company, and after consultation with outside tax advisors, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial condition taken as a whole.

 

Guarantees

The Company has an investment in 3 Times Square Associates LLC (“3XSQ Associates”), an entity jointly owned by a subsidiary of the Company and Rudin Times Square Associates LLC (“Rudin”), that owns and operates the 3 Times Square office building (“the building”) in New York, New York. In May 2025, 3XSQ Associates extended the maturity of its 3-year term loan facility from June 2025 for an additional 2 years to June 2027 and reduced the facility to $385 million from $415 million. The facility was obtained in 2022 to refinance existing debt, fund the building’s redevelopment, and cover interest and operating costs during the redevelopment period. The building is pledged as loan collateral. Thomson Reuters and Rudin each guarantee 50% of (i) certain principal loan amounts and (ii) interest and operating costs. Thomson Reuters and Rudin also jointly and severally guarantee (i) completion of commenced works and (ii) lender losses arising from disallowed acts, environmental or otherwise. To minimize economic exposure to 50% for the joint and several obligations, Thomson Reuters and a parent entity of Rudin entered into a cross-indemnification arrangement. The Company believes the value of the building is expected to be sufficient to cover obligations that could arise from the guarantees. The guarantees do not impact the Company’s ability to borrow funds under its $2.0 billion syndicated credit facility or the related covenant calculation.

Note 19: Related Party Transactions

As of September 30, 2026, the Company’s principal shareholder, Woodbridge (together with its affiliates), beneficially owned approximately 71% of the Company’s common shares.

In the nine months ended September 30, 2026, the Company contributed $7 million in cash to 3XSQ Associates pursuant to a capital call.

Except for the above transaction, there were no new significant related party transactions during the first nine months of 2026. Refer to “Related Party Transactions” disclosed in note 32 of the Company’s consolidated financial statements for the year ended December 31, 2025, which are included in the Company’s 2025 annual report, for information regarding related party transactions.

Note 20: Subsequent Events

 

Global Print Transaction

On October 1, 2026, the Company closed the sale of a 51% stake in its Global Print business to capital accounts advised by KKR and retained a 49% equity interest. The Company received approximately $500 million in gross proceeds at closing and expects to record a pre-tax gain on the transaction in the fourth quarter of 2026. In connection with this transaction, the Company entered into a joint venture with KKR to operate the Global Print business, now operating as Westbridge Print (see note 9).

The Company maintains intellectual property rights and full editorial control over its content portfolio. This joint venture holds an exclusive license to distribute the content in print and on ProView, the e-book platform, and will pay the Company a royalty equal to 20% of its Professional revenues (approximately 85% – 90% of Westbridge Print’s total revenues) for an initial period of 10 years. Westbridge Print has also entered into a multi-year agreement with the Company under which it will reimburse the Company for certain services including technology, operations and administrative services provided during its transition to standalone operations.

 

As part of the transaction, the Company has agreed to provide certain financial support designed to give KKR a minimum

return on its equity investment in the joint venture under certain circumstances.

Page 66