Management’s Discussion and Analysis

This management’s discussion and analysis is designed to provide you with a narrative explanation through the eyes of our management of how we performed, as well as information about our financial condition and future prospects. As this management’s discussion and analysis is intended to supplement and complement our financial statements, we recommend that you read this in conjunction with our consolidated interim financial statements for the three and nine months ended September 30, 2025, our 2024 annual consolidated financial statements and our 2024 annual management’s discussion and analysis. This management's discussion and analysis contains forward-looking statements, which are subject to risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements. Forward-looking statements include, but are not limited to, our 2025 outlook, our 2026 financial framework and our expectations related to general economic conditions and market trends and their anticipated effects on our business segments. For additional information related to forward-looking statements, material assumptions and material risks associated with them, please see the “Outlook,” and “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results” sections of this management’s discussion and analysis. This management’s discussion and analysis is dated as of November 3, 2025, unless otherwise indicated.

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

Unless otherwise indicated or the context otherwise requires, references in this discussion to “we,” “our,” “us”, the “Company” and “Thomson Reuters” are to Thomson Reuters Corporation and our subsidiaries.

Basis of presentation

We prepare our consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board.

Other than earnings per share, we report our results in millions of U.S. dollars, but we compute percentage changes and margins using whole dollars to be more precise. As a result, percentages and margins calculated from reported amounts may differ from those presented, and growth components may not total due to rounding.

Use of non-IFRS financial measures

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

See Appendix A of this management’s discussion and analysis for a description of our non-IFRS financial measures, including an explanation of why we believe they are useful measures of our performance. Refer to Appendix B for reconciliations of our non-IFRS financial measures to the most directly comparable IFRS measures.

Glossary of key terms

The following terms in this management’s discussion and analysis have the following meanings, unless otherwise indicated:

Executive Summary

Our company

Thomson Reuters (TSX/Nasdaq: TRI) 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, audit, 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. For more information, visit tr.com.

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

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

We refer to our Legal Professionals, Corporates and Tax & Accounting Professionals segments, on a combined basis, as our “Big 3” segments.

Our businesses are supported by a corporate center that manages our commercial and technology operations, including those around our sales capabilities, digital customer experience, and product and content development, as well as our global facilities. Costs relating to these activities are allocated to our business segments. We also report “Corporate costs”, which includes expenses for centrally managed functions such as finance, legal and human resources. These costs are not allocated to the segments and are included in consolidated adjusted EBITDA.

Financial Highlights

Solid revenue momentum continued in the third quarter as our total revenues increased 3% and included a 4% negative impact from net acquisitions and disposals, primarily due to the sale of FindLaw in December 2024. Foreign currency had no significant impact on revenue growth.

On an organic basis, our total revenues grew 7%, which reflected 9% growth in recurring revenues, 4% growth in transactions revenues, and a 4% decline in Global Print. Our "Big 3" segments, which comprised 82% of total revenues, grew 9% on an organic basis reflecting 9% growth in recurring revenues and 8% growth in transactions revenues.

Our operating profit increased 43% primarily due to an other operating gain on the sale of our remaining minority equity interest in the Elite business as well as higher revenues, partly offset by higher amortization of computer software. Adjusted EBITDA, which excludes other operating gains and amortization of computer software, as well as other adjustments, increased 10% and the related margin increased to 37.7% from 35.3% in the prior-year period, primarily due to higher operating leverage. Foreign currency benefited the year-over-year change in adjusted EBITDA margin by 20bp. Our "Big 3" segments adjusted EBITDA increased 9% and the related margin increased to 41.7% from 39.5% in the prior-year period. Segment adjusted EBITDA for our Reuters News segment increased 1% and the related margin declined to 19.9% from 20.4% in the prior-year period. Our Global Print segment adjusted EBITDA increased 8% and the related margin increased 400bp to 37.1% from 33.1% in the prior-year period.

In November 2025, we reaffirmed all measures included in our 2025 full-year outlook, which was last updated on August 6, 2025 to reflect lower depreciation and amortization of computer software and net interest expense. Our total revenue growth and organic revenue growth are trending towards the lower-end of the 3.0% to 3.5% and 7.0% to 7.5% ranges, respectively. The organic revenue growth outlook for our "Big 3" segments remains at approximately 9%.

We updated our full-year 2026 financial framework provided on February 6, 2025. We now expect adjusted EBITDA margin expansion of approximately 100bp, up from the prior view of 50bp or more, and also expect free cash flow of approximately $2.1 billion, which is the high end of the prior $2.0 to $2.1 billion range. All other metrics were unchanged from those announced on February 6, 2025. Refer to the “Outlook” section of this management’s discussion and analysis for further information.

Our capital capacity and liquidity remain a key asset to support further acquisitions and returns to shareholders. In the third quarter, we generated net cash flows from operating activities of $704 million and free cash flow of $526 million. We acquired Additive AI, Inc. (Additive), a U.S. based specialist in AI-powered tax document processing for tax and accounting professionals, repurchased 3.9 million of our common shares for $670 million under our August 2025 plan to repurchase up to $1.0 billion of our common shares, and returned $260 million in dividends to our common shareholders. In late October 2025, we completed our share repurchase program. See the “Liquidity and Capital Resources” section of this management’s discussion and analysis for additional information.

Results of Operations

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

The section below contains non-IFRS measures where indicated. Refer to Appendices A and B of this management’s discussion and analysis for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measures.

Consolidated results

Revenues

Revenues in the third quarter increased 3% in total as a 3% increase in recurring revenues (83% of total revenues) and 12% growth in transactions revenues were partly offset by a 4% decline in Global Print revenues. Net acquisitions and disposals had a 4% negative impact on revenue growth primarily due to the sale of FindLaw in December 2024, which was partly offset by additional revenues from the acquisition of SafeSend in January 2025. Foreign currency had no significant impact on revenue growth.

On an organic basis, revenues increased 7% reflecting 9% growth in recurring revenues, 4% growth in transactions revenues and a 4% decline in Global Print revenues. Revenues from the “Big 3" segments (82% of total revenues) increased 9% on an organic basis due to 9% growth in recurring revenues and 8% growth in transactions revenues.

Revenues in the nine-month period increased 2% in total as a 3% increase in recurring revenues (81% of total revenues) and 4% growth in transactions revenues were partly offset by a 6% decline in Global Print revenues. Net acquisitions and disposals had an approximately 4% negative impact on revenue growth reflecting the same factors as the third quarter described above. Foreign currency had no significant impact on revenue growth.

On an organic basis, revenues increased 7% reflecting 9% growth in recurring revenues, 3% growth in transactions revenues and a 5% decline in Global Print revenues. Revenues from the “Big 3" segments (82% of total revenues) increased 9% on an organic basis due to 9% growth in both recurring and transactions revenues.

In both periods, the U.S. dollar weakened against the pound sterling and the Euro, but strengthened against the Argentine peso compared to the prior-year periods. Additionally, in the nine-month period, the U.S dollar strengthened against the Brazilian real. Overall, net changes in foreign exchange rates did not have a significant impact on our revenue growth.

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

Operating profit increased 43% in the third quarter primarily due to an other operating gain on the sale of our remaining minority equity interest in the Elite business, as well as higher revenues, partly offset by higher amortization of computer software. In the nine-month period, operating profit increased 15% reflecting the other operating gain on the sale of our remaining minority equity interest in the Elite business in the current-year period compared to other operating losses in the prior-year period. Higher revenues also contributed to growth. These items were partly offset by higher operating expenses and amortization of computer software.

In the third quarter, adjusted EBITDA, which excludes other operating gains and losses, amortization of computer software, as well as other adjustments, increased 10% and the related margin increased to 37.7% from 35.3% in the prior-year period. In the nine-month period, adjusted EBITDA increased 5% and the related margin increased to 39.3% from 38.5% in the prior-year period. In both periods, the increase in margins reflected higher operating leverage. Foreign currency contributed 20bp and 10bp to the year-over-year change in the adjusted EBITDA margin in the third quarter and nine-month period, respectively.

In the third quarter, adjusted EBITDA increased 9% for our "Big 3" segments, 1% for Reuters News and 8% for Global Print. In the nine-month period, adjusted EBITDA increased 7% for our "Big 3" segments, but declined 17% for Reuters News and 2% for Global Print.

In both periods, adjusted EBITDA less accrued capital expenditures and the related margin increased as the same factors that impacted the growth in adjusted EBITDA were partly offset by higher accrued capital expenditures.

Operating expenses

In the third quarter, operating expenses, excluding fair value adjustments, slightly decreased in total and were essentially unchanged in constant currency. In the nine-month period, operating expenses, excluding fair value adjustments, increased in total and on a constant currency basis, primarily due to higher technology, compensation-related and other costs in our business, offset, in part, by lower costs due to the impact of net disposals, mainly related to FindLaw.

Depreciation and amortization

Other operating gains (losses), net

Other operating gains net, were $160 million and $162 million in the third quarter and nine-month period of 2025, respectively. Both periods included a gain of $161 million on the sale of our remaining interest in the Elite business, an equity method investment.

Other operating gains, net, were $10 million in the third quarter of 2024. Other operating losses, net, were $60 million in the nine-month period of 2024 and included an impairment of an equity method investment, which reflected a decline in the value of our commercial real estate holding, acquisition-related deal costs and costs related to a legal provision.

Net interest expense

Net interest expense increased in both periods primarily due to lower interest income resulting from lower cash balances which more than offset the favorable impact from the repayment of various borrowings with cash on hand. We repaid our $242 million, 3.85% notes in 2024, and our C$1.4 billion (U.S. $1.0 billion) 2.239% notes in May 2025.

Other finance (income) costs

In both periods of 2025 as well as the third quarter of 2024, other finance (income) costs primarily included net foreign exchange gains or losses on intercompany funding arrangements. Other finance costs in the nine-month period of 2024 were not significant as net foreign exchange losses in the third quarter offset net foreign exchange gains earlier in the year. In 2025, the foreign exchange gains in the third quarter and foreign exchange losses in the nine-month period primarily related to the strengthening or weakening of the U.S. dollar on Canadian denominated arrangements during each period, respectively.

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

Share of post-tax losses in equity method investments were not significant in the third quarter and nine-month period of 2025. The nine-month period of 2024 reflected our share of post-tax earnings from our investment in York Parent Limited and its subsidiaries (YPL). In May 2024, we sold our remaining LSEG shares that we had indirectly owned through YPL.

Our share of post-tax earnings in our YPL investment in the nine-month period of 2024 was comprised of the following items:

Tax expense (benefit)

Tax expense was $121 million and $265 million in the third quarter and nine-month period of 2025, respectively. Tax expense was $77 million in the third quarter of 2024. We recorded a $258 million net tax benefit in the nine-month period of 2024 due to a $468 million benefit from the recognition of a deferred tax asset relating to tax legislation enacted in Canada. The legislation reduced our ability to deduct interest expense against our Canadian taxable income, thereby increasing Canadian taxable profits such that we expect to utilize tax loss carryforwards and other tax attributes, which we had not previously recognized as a deferred tax asset.

Additionally, in January 2024, we 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 we operate. 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%. We recorded $2 million (2024 - $2 million) and $5 million (2024 - $9 million) in top-up tax expense in the third quarter and nine-month period of 2025, respectively, which was attributable to our earnings in Switzerland.

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

The comparability of our tax expense (benefit) was impacted by various transactions and accounting adjustments during each period. The following table sets forth certain components within income tax expense (benefit) that impact comparability from period to period:

The items described above impact the comparability of our tax expense or benefit for each period, therefore, we remove them from our calculation of adjusted earnings, along with the pre-tax items to which they relate. The computation of our adjusted tax expense is set forth below:

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

We plan to transfer certain technology assets between our wholly owned subsidiaries to consolidate the ownership and management of these assets. We expect to record tax charges of approximately $50 million upon the completion of these transactions in the fourth quarter of 2025, which we will exclude from the computation of adjusted earnings and adjusted EPS.

On July 4, 2025, the U.S. enacted tax reform legislation as part of the One Big Beautiful Bill Act (OBBBA). The OBBBA leaves the U.S. corporate tax rate unchanged at 21%. In addition, the OBBBA extends or revises key provisions of the Tax Cuts and Jobs Act enacted in 2017, which were set to expire or change at the end of 2025.

Based on our preliminary interpretation of the OBBBA, the tax reforms introduced are not expected to have a material impact on our consolidated financial statements. However, given the complexity of tax laws, related regulations, and evolving interpretations, our estimates may require revision as additional information becomes available regarding the application of the OBBBA provisions.

Results of discontinued operations

In each period, earnings or loss from discontinued operations, net of tax, were primarily comprised of earnings or losses arising on a receivable balance from LSEG relating to a tax indemnity. The earnings or losses were due to changes in foreign exchange and interest rates. The nine-month period of 2024 also included benefits from the release of reserves that are no longer required due to settlements of tax disputes.

Net earnings, diluted EPS, adjusted earnings and adjusted EPS

Net earnings and diluted EPS increased in the third quarter primarily due to higher operating profit, which included an other operating gain on the sale of our remaining minority equity interest in the Elite business. Net earnings and diluted EPS decreased in the nine-month period primarily because the prior-year period included a $468 million or $1.04 per share non-cash tax benefit related to tax legislation enacted in Canada, which more than offset the other operating gain on sale of our equity interest in Elite in the current-year period.

Adjusted EPS, which excludes other operating gains and losses, the non-cash tax benefit, as well as other adjustments, increased in both periods, primarily due to higher adjusted EBITDA, partly offset by higher interest and income tax expense as well as higher amortization of internally developed software.

Segment results

The following is a discussion of our five reportable segments and our Corporate costs for the three and nine months ended September 30, 2025. We assess revenue growth for each segment, as well as the businesses within each segment, in constant currency and on an organic basis. See Appendix A of this management’s discussion and analysis for additional information.

Legal Professionals

Revenues decreased in total and in constant currency in both periods due to the disposal of FindLaw in December of 2024. On an organic basis, revenues increased 9% in the third quarter driven by 9% growth in recurring revenues (97% of the Legal Professionals segment revenues in the quarter) led by Westlaw, CoCounsel, CoCounsel Drafting, Practical Law and the segment’s international businesses. Transactions revenues increased 3% organically in the third quarter. In the nine-month period, organic revenue growth of 8% was due to 9% organic revenue growth in recurring revenues driven substantially by the same products as in the third quarter. Transactions revenues declined 3% organically.

Segment adjusted EBITDA increased 6% in the third quarter and 3% in the nine-month period. The related margins increased 380bp to 48.7% in the third quarter and 260bp to 48.3% in the nine-month period primarily reflecting higher operating leverage due in part from the disposal of the FindLaw business. Foreign currency also benefited the year-over-year change in segment adjusted EBITDA margin by 50bp in both periods.

Corporates

Revenues increased in total and in constant currency in both periods. On an organic basis, revenues increased 9% in both periods driven by 9% growth in recurring revenues in the third quarter (89% of the Corporates segment revenues in the quarter) and 10% growth in recurring revenues in the nine-month period. Organic recurring revenue growth was led by Indirect Tax, Direct Tax, Pagero, Practical Law and the segment’s international businesses. Transactions revenues increased 5% on an organic basis in both periods driven by Pagero, Indirect Tax, Confirmation and Global Trade.

Segment adjusted EBITDA increased 8% in the third quarter and 7% in the nine-month period driven by higher revenues. The related margin decreased 30bp to 36.5% in the third quarter and increased 10bp to 37.3% in the nine-month period. In both periods, foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 20bp.

Tax & Accounting Professionals

Revenues increased in total and in constant currency in both periods, which included the acquisition impact of SafeSend within transactions revenues. On an organic basis, revenues increased 10% in the third quarter (73% of the Tax & Accounting Professionals segment revenues in the quarter) and 11% in the nine-month period. Organic revenue growth in both periods reflected 9% growth in recurring revenues driven by the segment’s Latin America business and its tax and audit products. Transactions organic revenue growth was 12% in the third quarter and 14% in the nine-month period driven primarily by SafeSend, UltraTax and Confirmation, and the segment's international businesses. The nine-month period also included strong growth from SurePrep.

Segment adjusted EBITDA increased 32% and the related margin increased 440bp to 31.2% in the third quarter. In the nine-month period, segment adjusted EBITDA increased 21% and the related margin increased 270bp to 44.2%. Both periods primarily reflected operating leverage on higher revenue growth. Foreign currency benefited the year-over-year change in segment adjusted EBITDA margin by 30bp and 40bp in the third quarter and nine-month period, respectively.

The Tax & Accounting Professionals segment is the company’s most seasonal business with approximately 60% of full-year revenues typically generated in the first and fourth quarters. As a result, the margin performance of this segment has been generally higher in the first and fourth quarters as costs are typically incurred in a more linear fashion throughout the year.

Reuters News

Revenues increased in total, in constant currency, and on an organic basis in the third quarter primarily due to higher Agency revenues and a contractual price increase from our news agreement with the Data & Analytics business of LSEG. In the nine-month period, revenues increased slightly in total and in constant currency. On an organic basis, revenues were essentially unchanged as higher Professional and Agency revenues and the contractual price increase from our news agreement with the Data & Analytics business of LSEG were offset by generative AI related content licensing revenue included in the prior-year period that was largely transactional in nature.

Reuters News and the Data & Analytics business of LSEG have an agreement pursuant to which Reuters News supplies news and information services to LSEG through October 1, 2048. In the first nine months of 2025, Reuters News recorded revenues of $298 million under this agreement, compared to $288 million in the prior-year period.

Segment adjusted EBITDA increased 1% and the related margin decreased 50bp to 19.9% in the third quarter. In the nine-month period, segment adjusted EBITDA decreased 17% and the related margin decreased 440bp to 20.2% primarily due to higher editorial costs and investments as well as lower transactions revenues. Foreign currency negatively impacted the year-over-year change in segment adjusted EBITDA margin by 20bp in the third quarter, but had no impact on the year-over-year change in the nine-month period.

Global Print

Revenues decreased in total, in constant currency, and on an organic basis in both periods driven by lower shipment volumes. The nine-month period also reflected lower segment revenues due to the 2024 migration of customers from Global Print to Westlaw.

Segment adjusted EBITDA increased 8% and the related margin increased 400bp to 37.1% in the third quarter. Segment adjusted EBITDA decreased 2%, however the related margin increased 150bp to 37.0% in the nine-month period. In both periods, the increase in margins reflected lower costs which more than offset the impact from lower revenues. The margins also reflected a favorable impact from foreign currency, which benefited the year-over-year change in segment adjusted EBITDA margin by 70bp and 40bp in the third quarter and nine-month period, respectively.

Corporate costs

Corporate costs decreased in the third quarter reflecting lower expenses across several corporate activities. In the nine-month period, corporate costs increased primarily due to a corporate charge that is not expected to repeat.

Liquidity and Capital Resources

We have historically maintained a disciplined capital strategy that balances growth, long-term financial leverage, credit ratings and returns to shareholders. We are focused on having the investment capacity to drive revenue growth, both organically and through acquisitions, while also maintaining our long-term financial leverage and credit ratings and continuing to provide returns to shareholders. Our principal sources of liquidity are cash and cash equivalents and cash provided by operating activities. From time to time, we also issue commercial paper, issue debt securities and borrow under our credit facility. Our principal uses of cash are for debt repayments, debt servicing costs, dividend payments, capital expenditures, share repurchases and acquisitions.

In the first nine months of 2025, we acquired cPaperless, LLC (SafeSend), for approximately $600 million. SafeSend is 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. In September 2025, we acquired Additive, a U.S. based specialist in AI-powered 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. We repaid our C$1.4 billion (U.S. $1.0 billion) 2.239% notes in May 2025 upon maturity with cash on hand. In August 2025, we announced our intention to repurchase up to $1.0 billion of our common shares under a new NCIB that was approved by the TSX. We completed this program in late October 2025. Refer to the “Share repurchases – NCIB" subsection below for additional information.

Our capital strategy approach has provided us with a strong capital structure and liquidity position, which enables us to pursue organic and inorganic opportunities in key growth segments and drive shareholder returns. Our disciplined approach and highly recurring cash generative business model have allowed us to weather economic volatility in recent years caused by macroeconomic and geopolitical factors, while continuing to invest in our business.

We expect that the operating leverage of our business will increase our free cash flow if we increase revenues as contemplated by our outlook. Our maximum leverage ratio is 2.5x net debt to adjusted EBITDA. We continue to target (i) a payout of 50% to 60% of our expected free cash flow as dividends to our shareholders (ii) a return of at least 75% of our annual free cash flow to our shareholders in the form of dividends and share repurchases; and (iii) a ROIC that is double or more of our weighted-average cost of capital over time.

As of September 30, 2025, we had $0.6 billion of cash and cash equivalents, and a net debt to adjusted EBITDA leverage ratio of 0.6:1, below our maximum leverage ratio of 2.5:1. As calculated under our credit facility covenant, our net debt to adjusted EBITDA leverage ratio as of September 30, 2025 was 0.5:1, which is also below the maximum leverage ratio allowed under the credit facility of 4.5:1. Our next scheduled debt repayment is in May 2026, when our $500 million 3.35% notes are due to mature.

We believe that our existing sources of liquidity will be sufficient to fund our expected cash requirements in the normal course of business for the next 12 months.

Certain information above in this section is forward-looking and should be read in conjunction with the section entitled “Additional Information - Cautionary Note Concerning Factors That May Affect Future Results”.

Cash flow

Summary of consolidated statement of cash flow

Operating activities. Net cash provided by operating activities decreased by $52 million in the third quarter and was essentially unchanged in the nine-month period. In both periods, the cash benefits from higher operating profit were offset by certain changes in working capital.

Investing activities. Net cash used in investing activities of $141 million and $1,079 million in the third quarter and nine-month period of 2025, respectively, primarily included $162 million and $476 million of capital expenditures and $193 million and $823 million of acquisition spend, which included Additive in September 2025 and SafeSend in January 2025. Net cash used in investing activities was partly offset by $247 million and $252 million in proceeds related to disposals of businesses and investments, predominately from the sale of our remaining minority equity interest in the Elite business.

In the third quarter of 2024, net cash used in investing activities of $206 million, primarily included $149 million of capital expenditures and $65 million of taxes paid on LSEG share sales. In the nine-month period of 2024, net cash provided by investing activities of $749 million, included $1,854 million of proceeds from the sale of 16.0 million LSEG shares, of which $24 million related to proceeds from the settlement of foreign exchange contracts. These inflows were partly offset by $202 million of tax payments associated with the LSEG share sales as well as sales of certain businesses, capital expenditures of $446 million and acquisition spend of $492 million, primarily related to the purchase of Pagero and World Business Media.

Financing activities. Net cash used in financing activities of $607 million in the third quarter reflected $670 million of share repurchases and $260 million of dividend payments to our common shareholders, which were partly offset by $339 million of net borrowings under our commercial paper program. In the nine-month period, net cash used in financing activities of $2,170 million included $779 million of dividend payments to our common shareholders, $670 million of share repurchases and the repayment of our C$1.4 billion (U.S. $1.0 billion) 2.239% notes upon maturity. These outflows were partly offset by $339 million of net borrowings under our commercial paper program.

Net cash used in financing activities of $492 million in the third quarter primarily included $242 million of debt repayments and $236 million of dividend payments to our common shareholders. Net cash used in financing activities of $2,207 million in the nine-month period of 2024 primarily included $708 million of dividend payments to our common shareholders, $639 million of share repurchases, $384 million for the purchase of shares from Pagero’s minority shareholders, $139 million of net repayments under our commercial paper program and $290 million of debt repayments. Debt repayments included $48 million for the repayment of Pagero’s outstanding debt.

Refer to the “Commercial paper program”, "Long-term debt", “Dividends” and “Share repurchases– NCIB” subsections below for additional information.

Cash and cash equivalents. Cash and cash equivalents as of September 30, 2025 were lower by $1.4 billion compared to December 31, 2024 primarily due to the repayment of our C$1.4 billion (U.S. $1.0 billion) 2.239% notes upon maturity and the acquisition of SafeSend.

Of total cash and cash equivalents, $139 million and $115 million as of September 30, 2025 and December 31, 2024, respectively, were held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and were therefore not available for general use by our company.

Free cash flow. Free cash flow decreased by $65 million in the third quarter due to lower net cash provided by operating activities as well as higher capital expenditures. Free cash flow decreased $34 million in the nine-month period primarily due to higher capital expenditures as cash flows from operating activities were essentially unchanged.

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

We guarantee borrowings by our subsidiaries under the credit facility. We must also maintain a ratio of net debt as defined in the credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:1. If we complete an acquisition with a purchase price of over $500 million, we 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, 2025, we complied with this covenant as our ratio of net debt to EBITDA, as calculated under the terms of our syndicated credit facility was 0.5:1.

In March 2025, we completed the debt exchange offers that we announced in February 2025. The purpose of the exchange was to optimize our company’s capital structure and align indebtedness to revenue generation. Holders of U.S. dollar denominated notes originally issued by Thomson Reuters Corporation (TRC), the “Old Notes”, were offered the option to receive notes issued by TR Finance LLC (TR Finance), an indirect 100% owned U.S. subsidiary of TRC, the “New Notes”. The results of the exchange are as follows:

The New Notes issued by TR Finance have the same interest rate, interest payment dates and maturity date as the applicable series of Old Notes. The New Notes are fully and unconditionally guaranteed as to payment of principal and interest by TRC as well as West Publishing Corporation, Thomson Reuters Applications Inc. and Thomson Reuters (Tax & Accounting) Inc., each of which is an indirect 100% owned U.S. subsidiary of TRC. The three U.S. subsidiary guarantors also guarantee the remaining Old Notes by TRC on the same basis that TRC and the three U.S. subsidiary guarantors guarantee the TR Finance notes.

The exchange was not a debt extinguishment. Accordingly, the transaction did not result in a derecognition of the existing indebtedness. In the nine months ended September 30, 2025, we paid $4 million in solicitation fees to noteholders who participated in the exchange offers. This amount was included in “Other finance income (costs)” within the consolidated income statement. In addition, $8 million of transaction costs were reflected as a reduction in the carrying value of “Long-term indebtedness” within the consolidated statement of financial position. Cash payments for costs and fees of the exchange are reported in “Other financing activities” within the consolidated statement of cash flow.

In March 2025, in connection with the above debt exchange, we filed a new base shelf prospectus pursuant to which TRC and TR Finance may issue unsecured debt securities in an aggregate amount of up to $3.0 billion from time to time through April 2027. Any debt securities issued by TR Finance will be fully and unconditionally guaranteed on an unsecured basis by TRC and the three U.S. subsidiary guarantors described above, which are also indirect 100%-owned and consolidated subsidiaries of TRC. Any debt securities issued by TRC will also be guaranteed by the three U.S. subsidiary guarantors on the same basis as the TR Finance debt securities. Except for TR Finance and the subsidiary guarantors, none of TRC’s other subsidiaries have guaranteed or would otherwise become obligated with respect to any issued TR Finance or TRC debt securities. Neither TRC nor TR Finance has issued any debt securities under the prospectus. Please refer to Appendix D of this management’s discussion and analysis for condensed consolidating financial information of the Company, including TR Finance and the subsidiary guarantors.

In addition, we have credit support agreements with our 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 for the party in a fair value gain position. There was no cash collateral posted or received as of September 30, 2025.

In September 2025, Fitch upgraded our long-term debt to a rating of A- from a rating of BBB+ and in May 2025, S&P Global Ratings upgraded our long-term debt to a rating of A- from a rating of BBB+.

The following table sets forth the credit ratings from rating agencies in respect of TRC and TR Finance's outstanding securities as of the date of this management's discussion and analysis: