EXHIBIT 99.2

THOMSON REUTERS CORPORATION

CONSOLIDATED INCOME STATEMENT

(unaudited)

			Three months ended March 31,
(millions of U.S. dollars, except per share amounts)	Notes		2014			2013
Revenues				3,130			3,175
Operating expenses		5		(2,313	)		(2,324	)
Depreciation				(98	)		(107	)
Amortization of computer software				(194	)		(188	)
Amortization of other identifiable intangible assets				(163	)		(160	)
Other operating losses, net				(3	)		(6	)
Operating profit				359			390
Finance costs, net:
Net interest expense		6		(108	)		(115	)
Other finance income (costs)		6		28			(55	)
Income before tax and equity method investments				279			220
Share of post-tax earnings in equity method investments		7		-			10
Tax benefit (expense)		8		13			(247	)
Net earnings (loss)				292			(17	)
Earnings (loss) attributable to:
Common shareholders				282			(31	)
Non-controlling interests				10			14
Earnings (loss) per share:
Basic and diluted earnings (loss) per share		9	$	0.34		$	(0.04	)

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

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

			Three months ended March 31,
(millions of U.S. dollars)	Notes		2014			2013
Net earnings (loss)				292			(17	)
Other comprehensive loss:
Cash flow hedges adjustments to earnings		6		107			43
Items that may be subsequently reclassified to net earnings:
Cash flow hedges adjustments to equity				(97	)		(29	)
Foreign currency translation adjustments to equity				18			(253	)
				(79	)		(282	)
Item that will not be reclassified to net earnings:
Net remeasurement (losses) gains on defined benefit pension plans, net of tax(1)				(50	)		79
Other comprehensive loss				(22	)		(160	)
Total comprehensive income (loss)				270			(177	)
Comprehensive income (loss) for the period attributable to:
Common shareholders				260			(191	)
Non-controlling interests				10			14

(1) The related tax benefit (expense) was $31 million and ($39) million for the three months ended March 31, 2014 and 2013, respectively.

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

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(unaudited)

(millions of U.S. dollars)	Notes		March 31, 2014			December 31, 2013
ASSETS
Cash and cash equivalents		10		667			1,316
Trade and other receivables				1,825			1,751
Other financial assets		10		133			183
Prepaid expenses and other current assets				684			650
Current assets				3,309			3,900
Computer hardware and other property, net				1,241			1,291
Computer software, net				1,569			1,622
Other identifiable intangible assets, net				7,735			7,890
Goodwill				16,911			16,871
Other financial assets		10		163			192
Other non-current assets		11		599			583
Deferred tax				90			90
Total assets				31,617			32,439
LIABILITIES AND EQUITY
Liabilities
Current indebtedness		10		580			596
Payables, accruals and provisions		12		2,045			2,624
Deferred revenue				1,427			1,348
Other financial liabilities		10		191			193
Current liabilities				4,243			4,761
Long-term indebtedness		10		7,379			7,470
Provisions and other non-current liabilities		13		1,762			1,759
Other financial liabilities		10		205			102
Deferred tax				1,861			1,917
Total liabilities				15,450			16,009
Equity
Capital		14		10,266			10,347
Retained earnings				7,086			7,303
Accumulated other comprehensive loss				(1,586	)		(1,614	)
Total shareholders’ equity				15,766			16,036
Non-controlling interests				401			394
Total equity				16,167			16,430
Total liabilities and equity				31,617			32,439

Contingencies (note 17)

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

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW

(unaudited)

			Three months ended March 31,
(millions of U.S. dollars)	Notes		2014			2013
Cash provided by (used in):
OPERATING ACTIVITIES
Net earnings (loss)				292			(17	)
Adjustments for:
Depreciation				98			107
Amortization of computer software				194			188
Amortization of other identifiable intangible assets				163			160
Net losses (gains) on disposals of businesses and investments				1			(14	)
Deferred tax				(40	)		172
Other		15		34			65
Changes in working capital and other items		15		(629	)		(545	)
Net cash provided by operating activities				113			116
INVESTING ACTIVITIES
Acquisitions, net of cash acquired		16		-			(730	)
Proceeds from disposals of businesses and investments, net of taxes paid				-			30
Capital expenditures, less proceeds from disposals				(248	)		(350	)
Other investing activities				1			4
Net cash used in investing activities				(247	)		(1,046	)
FINANCING ACTIVITIES
Proceeds from debt		10		-			440
Repayments of debt		10		-			(440	)
Net borrowings under short-term loan facilities				-			327
Repurchases of common shares		14		(264	)		-
Dividends paid on preference shares				(1	)		(1	)
Dividends paid on common shares		14		(262	)		(259	)
Other financing activities				4			9
Net cash (used in) provided by financing activities				(523	)		76
Decrease in cash and bank overdrafts				(657	)		(854	)
Translation adjustments				-			(11	)
Cash and bank overdrafts at beginning of period				1,312			1,276
Cash and bank overdrafts at end of period				655			411
Cash and bank overdrafts at end of period comprised of:
Cash and cash equivalents				667			423
Bank overdrafts				(12	)		(12	)
				655			411
Supplemental cash flow information is provided in note 15.
Interest paid				(109	)		(97	)
Interest received				1			2
Income taxes paid				(65	)		-

Interest paid is reflected as an operating cash flow and is net of debt-related hedges. Interest received is reflected as either an operating or investing cash flow depending on the nature of the underlying transaction.

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

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

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THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited)

(millions of U.S. dollars)	Stated share capital			Contributed surplus			Total capital			Retained earnings			Unrecognized (loss) gain on cash flow hedges			Foreign currency translation adjustments			Total accumulated other comprehensive (loss) income (“AOCL”)			Non- controlling interests			Total
Balance, December 31, 2013		10,170			177			10,347			7,303			(17	)		(1,597	)		(1,614	)		394			16,430
Comprehensive income(1)		-			-			-			232			10			18			28			10			270
Distributions to non-controlling interest		-			-			-			-			-			-			-			(3	)		(3	)
Dividends declared on preference shares		-			-			-			(1	)		-			-			-			-			(1	)
Dividends declared on common shares		-			-			-			(270	)		-			-			-			-			(270	)
Shares issued under Dividend Reinvestment Plan (“DRIP”)		8			-			8			-			-			-			-			-			8
Repurchases of common shares(2)		(101	)		-			(101	)		(178	)		-			-			-			-			(279	)
Stock compensation plans		35			(23	)		12			-			-			-			-			-			12
Balance, March 31, 2014		10,112			154			10,266			7,086			(7	)		(1,579	)		(1,586	)		401			16,167
(millions of U.S. dollars)	Stated share capital			Contributed surplus			Total capital			Retained earnings			Unrecognized (loss) gain on cash flow hedges			Foreign currency translation adjustments			AOCL			Non-controlling interests			Total
Balance, December 31, 2012		10,201			170			10,371			8,311			(56	)		(1,481	)		(1,537	)		353			17,498
Comprehensive income (loss)(1)		-			-			-			48			14			(253	)		(239	)		14			(177	)
Distributions to non- controlling interest		-			-			-			-			-			-			-			(4	)		(4	)
Dividends declared on preference shares		-			-			-			(1	)		-			-			-			-			(1	)
Dividends declared on common shares		-			-			-			(269	)		-			-			-			-			(269	)
Shares issued under DRIP		10			-			10			-			-			-			-			-			10
Stock compensation plans		52			(31	)		21			-			-			-			-			-			21
Balance, March 31, 2013		10,263			139			10,402			8,089			(42	)		(1,734	)		(1,776	)		363			17,078

(1) Retained earnings for the three months ended March 31, 2014 includes net remeasurement losses on defined benefit pension plans of $50 million, net of tax (2013 - gains of $79 million, net of tax).

(2) Includes stated share capital of $36 million and retained earnings of $64 million related to the Company’s pre-defined share repurchase plan. See note 14.

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

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THOMSON REUTERS CORPORATION

Notes to Consolidated Financial Statements (unaudited)

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

Note 1: Business description and basis of preparation

General business description

Thomson Reuters Corporation (the “Company” or “Thomson Reuters”) is an Ontario, Canada corporation with common shares listed on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”) and Series II preference shares listed on the TSX.The Company provides intelligent information to businesses and professionals. Its offerings combine industry expertise with innovative technology to deliver critical information to decision makers.

Basis of preparation

The unaudited consolidated interim financial statements (“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, 2013, except as described in note 2. The interim financial statements are in compliance 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 a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements have been set out in note 2 of the Company’s consolidated financial statements for the year ended December 31, 2013. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2013, which are included in the Company’s 2013 annual report.

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.

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

Note 2: Changes in accounting policies

Certain pronouncements were issued by the IASB or International Financial Reporting Interpretations Committee that are effective for accounting periods beginning on or after January 1, 2014. Many of these updates are not applicable or consequential to the Company and have been excluded from the discussion below.

Pronouncements and related amendments adopted January 1, 2014

The following pronouncements and amendments were adopted on January 1, 2014 and did not have a material impact on the Company’s results for the three months ended March 31, 2014 and 2013, and financial position at March 31, 2014 and December 31, 2013. 

IAS 32	Financial Instruments: Presentation	IAS 32 has been amended to clarify certain requirements for offsetting financial assets and liabilities. The amendment addresses the meaning and application of the concepts of legally enforceable right of set-off and simultaneous realization and settlement.
IAS 36	Impairment of Assets	IAS 36 has been amended to require disclosure of the recoverable amount of an asset (including goodwill) or a cash generating unit when an impairment loss has been recognized or reversed in the period. When the recoverable amount is based on fair value less costs of disposal, the valuation techniques and key assumptions must also be disclosed.
IAS 39	Financial Instruments: Recognition and Measurement	IAS 39 has been amended to allow hedge accounting to continue when, as a result of laws or regulations, the counterparty to a derivative designated as a hedging instrument is replaced by a central clearing counterparty.
IFRIC 21	Levies	IFRIC 21 addresses the recognition requirements for a liability to pay a levy imposed by a government, other than an income tax. The interpretation requires the recognition of a liability when the event, identified by the legislation, triggering the obligation to pay the levy occurs.

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Pronouncements and related amendments effective for annual periods beginning January 1, 2015 or later

IAS 19	Employee Benefits	IAS 19 amendment, Defined Benefit Plans: Employee Contributions, clarifies the accounting for contributions from employees. Employee contributions, which are often a fixed percentage of salary, may be recognized as a reduction in the service cost component of pension expense in the same period the employee provides services. However, if the employee contribution rate varies based on years of service, the reduction in expense must be allocated over future service periods, mirroring the service cost recognition pattern. The amendment is not anticipated to have a material impact on the Company’s results and financial position.
IFRS 7	Financial Instruments: Disclosures	IFRS 7 has been amended to require disclosures that are either permitted or required on the basis of the entity’s date of adoption of IFRS 9 and whether the entity elects to restate prior periods under IFRS 9. IFRS 7 is not anticipated to have a material impact on the Company’s results and financial position.
IFRS 9	Financial Instruments (Classification and Measurement)	IFRS 9 replaces: ·The guidance on ‘classification and measurement’ of financial instruments in IAS 39 - Financial Instruments - Recognition and Measurement. The new standard requires a consistent approach to the classification of financial assets and replaces the numerous categories of financial assets in IAS 39 with two categories, measured at either amortized cost or at fair value.For financial liabilities, the standard retains most of the IAS 39 requirements, but where the fair value option is taken, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch.
	Financial Instruments (Hedge Accounting)	·Much of the guidance on hedge accounting in IAS 39 - Financial Instruments - Recognition and Measurement. The new standard (a) no longer requires the use of a specific quantitative threshold to determine if the hedging relationship is highly effective in order to qualify for hedge accounting; (b) removes restrictions that prevented some economically rational hedging strategies from qualifying for hedge accounting; and (c) allows purchased options, forwards and non-derivative financial instruments to be hedging instruments in applicable circumstances. IFRS 9 is being assessed to determine its impact on the Company’s results and financial position.

Note 3: Segment information

The Company is organized as four reportable segments reflecting how the businesses are managed: Financial & Risk, Legal, Tax & Accounting and Intellectual Property & Science. The accounting policies applied by the segments are the same as those applied by the Company. The reportable segments offer products and services to target markets as described below.

Financial & Risk

The Financial & Risk segment is a provider of critical news, information and analytics, enabling transactions and bringing together financial communities. Financial & Risk also provides regulatory and operational risk management solutions.

Legal

The Legal segment is a provider of critical online and print information, decision support tools, software and services to support legal, investigation, business and government professionals around the world.

Tax & Accounting

The Tax & Accounting segment is a provider of integrated tax compliance and accounting information, software and services for professionals in accounting firms, corporations, law firms and government.

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Intellectual Property & Science

The Intellectual Property & Science segment is a provider of comprehensive intellectual property and scientific information, decision support tools and services that enable governments, academia, publishers, corporations and law firms to discover, develop and deliver innovations.

The Company also reports “Corporate & Other” and “Other Businesses”. These categories neither qualify as a component of another reportable segment nor as a separate reportable segment.

· Corporate & Other includes expenses for corporate functions, certain share-based compensation costs and the Reuters News business, which is comprised of the Reuters News Agency and consumer publishing; and

· Other Businesses is an aggregation of businesses that have been or are expected to be exited through sale or closure that did not qualify for discontinued operations classification.

	Three months ended March 31,
	2014			2013
Revenues
Financial & Risk		1,658			1,675
Legal		803			794
Tax & Accounting		348			317
Intellectual Property & Science		243			233
Reportable segments		3,052			3,019
Corporate & Other (includes Reuters News)		79			81
Eliminations		(2	)		(3	)
Revenues from ongoing businesses		3,129			3,097
Other Businesses(1)		1			78
Consolidated revenues		3,130			3,175
Operating profit
Segment operating profit
Financial & Risk		240			200
Legal		215			201
Tax & Accounting		84			69
Intellectual Property & Science		51			51
Reportable segments		590			521
Corporate & Other (includes Reuters News)		(62	)		(59	)
Underlying operating profit		528			462
Other Businesses(1)		(1	)		32
Fair value adjustments (see note 5)		(2	)		62
Amortization of other identifiable intangible assets		(163	)		(160	)
Other operating losses, net		(3	)		(6	)
Consolidated operating profit		359			390

(1) Includes Investor Relations, Public Relations and Multimedia Solutions business (“Corporate Services”), a provider of tools and solutions that help companies communicate with investors and media, sold in the second quarter of 2013.

In accordance with IFRS 8,Operating Segments, the Company discloses information about its reportable segments based upon the measures used by management in assessing the performance of those reportable segments.

· Results from the Reuters News business and Other Businesses are excluded from reportable segments as they do not qualify as a component of the Company’s four reportable segments, nor as a separate reportable segment.

· The Company uses segment operating profit to measure the operating performance of its reportable segments.

o The costs of centralized support services such as technology, news, real estate, accounting, procurement, legal, and human resources are allocated to each segment based on usage or other applicable measures. 

o Segment operating profit is defined as operating profit before (i) amortization of other identifiable intangible assets; (ii) other operating gains and losses; (iii) certain asset impairment charges; (iv) corporate-related items; and (v) fair value adjustments. Management uses this measure because the Company does not consider these excluded items to be controllable operating activities for purposes of assessing the current performance of the reportable segments.

o While in accordance with IFRS, the Company’s definition of segment operating profit may not be comparable to that of other companies.

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· Management also uses revenues from ongoing businesses and underlying operating profit to measure its consolidated performance, which includes Reuters News. Revenues from ongoing businesses are revenues from reportable segments and Corporate & Other, less eliminations.

· Underlying operating profit is comprised of operating profit from reportable segments and Corporate & Other.

· Other Businesses are excluded from both measures as they are not fundamental to the Company’s strategy.

· Revenues from ongoing businesses and underlying operating profit do not have standardized meaning under IFRS, and therefore may not be comparable to similar measures of other companies.

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 a contract term and its costs are generally incurred evenly throughout the year. However, non-recurring revenues can cause changes in the Company’s performance from quarter to consecutive quarter. Additionally, the release of certain print-based offerings can be seasonal as can certain product releases for the regulatory markets, which tend to be concentrated at the end of the year. As a consequence, the results of certain of the Company’s segments can be impacted by seasonality to a greater extent than its consolidated revenues and operating profit.

Note 5: Operating expenses

The components of operating expenses include the following:

	Three months ended March 31,
	2014		2013
Salaries, commissions and allowances		1,180		1,280
Share-based payments		17		18
Post-employment benefits		70		75
Total staff costs		1,267		1,373
Goods and services(1)		535		502
Data		245		245
Telecommunications		149		147
Real estate		115		119
Fair value adjustments(2)		2		(62	)
Total operating expenses		2,313		2,324

(1)Goods and services include professional fees, consulting and outsourcing services, contractors, technology-related expenses, selling and marketing, and other general and administrative costs.

(2)Fair value adjustments primarily represent mark-to-market impacts on embedded derivatives and certain share-based awards.

Operating expenses include costs incurred in the ordinary course of business. In the three months ended March 31, 2014 and 2013, operating expenses included $10 million and $78 million, respectively, of charges associated with the Company’s simplification initiatives. The charges were largely comprised of severance, recorded primarily within Financial & Risk.

Note 6: Finance costs, net

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

	Three months ended March 31,
	2014			2013
Interest expense:
Debt		(97	)		(103	)
Derivative financial instruments - hedging activities		1			4
Other		(3	)		(2	)
Fair value gains (losses) on financial instruments:
Debt		1			2
Cash flow hedges, transfer from equity		(107	)		(51	)
Fair value hedges		(7	)		(5	)
Net foreign exchange gains on debt		113			54
Net interest expense - debt		(99	)		(101	)
Net interest expense - pension and other post-employment benefit plans		(10	)		(16	)
Interest income		1			2
Net interest expense		(108	)		(115	)

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	Three months ended March 31,
	2014		2013
Net gains (losses) due to changes in foreign currency exchange rates		28		(71	)
Net gains on derivative instruments		-		16
Other finance income (costs)		28		(55	)

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

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

Net gains on derivative instruments

Net gains on derivative instruments were principally comprised of amounts relating to freestanding derivative instruments.

Note 7: Share of post-tax earnings in equity method investments

The components of share of post-tax earnings in equity method investments are as follows:

	Three months ended March 31,
	2014		2013
Share of post-tax earnings in equity method investees		-		4
Share of post-tax earnings in joint ventures		-		6
Share of post-tax earnings in equity method investments		-		10

In the three-month period ended March 31, 2013, the Company’s share of post-tax earnings in equity method investments included its former joint venture in Omgeo, a provider of trade management services, which was sold in the fourth quarter of 2013.

Note 8: Taxation

The tax benefit (expense) in each period reflected the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. Because the geographical mix of pre-tax profits and losses in interim periods distorts the reported effective tax rate, tax expense or benefit in interim periods is not necessarily indicative of tax expense for the full year.

The comparability of the Company’s tax benefit (expense) was impacted by various transactions and accounting adjustments during each period. In the three months ended March 31, 2013, the Company recorded a tax charge of $235 million in connection with intercompany sales of certain technology and content assets between wholly owned subsidiaries. These transactions were part of the Company’s consolidation of the ownership and management of its technology and content assets and are part of its simplification program. The intercompany gains that arose from these transactions were eliminated in consolidation.  

The following table sets forth significant components within income tax benefit (expense) that impact comparability from period to period:

	Three months ended March 31,
Benefit (expense)	2014		2013
Sale of businesses		-		(8	)
Discrete tax items:
Consolidation of technology and content assets(1)		-		(235	)
Uncertain tax positions(2)		3		2
Corporate tax rates(3)		2		1
Other(4)		9		11

(1) Relates to the consolidation of the ownership and management of the Company’s technology and content assets.

(2) Relates to the reversal of tax reserves in connection with favorable developments regarding tax disputes.

(3) Relates to the net reduction of deferred tax liabilities due to changes in corporate tax rates that were substantively enacted in certain jurisdictions.

(4) Primarily relates to the recognition of deferred tax benefits in connection with acquisitions.

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Note 9: Earnings (loss) per share

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

Diluted earnings (loss) 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”). The denominator is: (1) increased by the total number of additional common shares that would have been issued by the Company assuming exercise of all stock options with exercise prices below the average market price for the period; and (2) decreased by the number of shares that the Company could have repurchased if it had used the assumed proceeds from the exercise of stock options to repurchase them on the open market at the average share price for the year.

Earnings (loss) used in determining consolidated earnings (loss) per share are consolidated net earnings (loss) reduced by: (1) earnings attributable to non-controlling interests; and (2) dividends declared on preference shares as presented below:

	Three months ended March 31,
	2014			2013
Net earnings (loss)		292			(17	)
Less:Earnings attributable to non-controlling interests		(10	)		(14	)
Dividends declared on preference shares		(1	)		(1	)
Earnings (loss) used in consolidated earnings per share		281			(32	)

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

	Three months ended March 31,
	2014		2013
Weighted-average number of shares outstanding		817,338,851		827,761,601
Vested DSUs		584,084		581,377
Basic		817,922,935		828,342,978
Effect of stock options and TRSUs		3,023,051		-
Diluted		820,945,986		828,342,978

Because the Company reported a net loss for the three months ended March 31, 2013, the weighted-average number of common shares used for basic and diluted loss per share is the same, as the effect of stock options and other equity incentive awards would reduce the loss per share, and therefore be anti-dilutive.

Note 10: Financial instruments

Financial assets and liabilities

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

March 31, 2014	Cash, trade and other receivables		Assets/ (liabilities) at fair value through earnings			Derivatives used for hedging			Available for sale		Other financial liabilities			Total
Cash and cash equivalents		667		-			-			-		-			667
Trade and other receivables		1,825		-			-			-		-			1,825
Other financial assets - current		27		48			58			-		-			133
Other financial assets - non-current		59		16			55			33		-			163
Current indebtedness		-		-			-			-		(580	)		(580	)
Trade payables (see note 12)		-		-			-			-		(302	)		(302	)
Accruals (see note 12)		-		-			-			-		(1,299	)		(1,299	)
Other financial liabilities - current(1)		-		(43	)		-			-		(148	)		(191	)
Long-term indebtedness		-		-			-			-		(7,379	)		(7,379	)
Other financial liabilities - non current		-		(27	)		(127	)		-		(51	)		(205	)
Total		2,578		(6	)		(14	)		33		(9,759	)		(7,168	)

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December 31, 2013	Cash, trade and other receivables		Assets/ (liabilities) at fair value through earnings			Derivatives used for hedging			Available for sale		Other financial liabilities			Total
Cash and cash equivalents		1,316		-			-			-		-			1,316
Trade and other receivables		1,751		-			-			-		-			1,751
Other financial assets - current		38		66			79			-		-			183
Other financial assets - non-current		59		27			80			26		-			192
Current indebtedness		-		-			-			-		(596	)		(596	)
Trade payables (see note 12)		-		-			-			-		(406	)		(406	)
Accruals (see note 12)		-		-			-			-		(1,626	)		(1,626	)
Other financial liabilities - current(1)		-		(48	)		-			-		(145	)		(193	)
Long-term indebtedness		-		-			-			-		(7,470	)		(7,470	)
Other financial liabilities - non current		-		(29	)		(73	)		-		-			(102	)
Total		3,164		16			86			26		(10,243	)		(6,951	)

(1) Includes $100 million related to the Company’s pre-defined plan with its broker for the repurchase of up to $100 million of the Company’s shares during its internal trading blackout period. See note 14.

Cash and cash equivalents

Of total cash and cash equivalents, $87 million and $105 million at March 31, 2014 and December 31, 2013, respectively, was held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and are therefore not available for general use by the Company.

Debt-related activity

The Company has a $2.5 billion syndicated credit facility agreement which matures in May 2018. The facility may be utilized to provide liquidity for general corporate purposes (including to support its commercial paper programs). There were no borrowings during the first quarter of 2014. In the first quarter of 2013, the Company borrowed and repaid $440 million under the credit facility.

Fair Value

The fair values of cash, trade and other receivables, trade payables and accruals approximate their carrying amounts because of the short-term maturity of these instruments. The fair value of long term debt and related derivative instruments is set forth below.

Debt and Related Derivative Instruments

Carrying Amounts

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

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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 values of interest rate swaps and forward contracts are estimated based upon discounted cash flows using applicable current market rates and taking into account non-performance risk.

The following is a summary of debt and related derivative instruments that hedge the cash flows or fair value of the debt:

	Carrying amount					Fair value
March 31, 2014	Primary debt instruments		Derivative instruments (asset) liability			Primary debt instruments		Derivative instruments (asset) liability
Bank and other		33		-			33		-
C$600, 5.20% Notes, due 2014		547		(58	)		557		(58	)
C$600, 5.70% Notes, due 2015		542		63			571		63
C$750, 6.00% Notes due 2016		677		(55	)		732		(55	)
C$500, 3.369% Notes due 2019		451		20			464		20
C$750, 4.35% Notes due 2020		675		44			726		44
$500, 0.875% Notes, due 2016		496		-			499		-
$550, 1.30% Notes, due 2017		546		-			547		-
$1,000, 6.50% Notes, due 2018		994		-			1,165		-
$500, 4.70% Notes due 2019		497		-			545		-
$350, 3.95% Notes due 2021		347		-			356		-
$600, 4.30% Notes due 2023		593		-			614		-
$350, 4.50% Notes due 2043		340		-			316		-
$350, 5.65% Notes due 2043		340		-			369		-
$400, 5.50% Debentures, due 2035		393		-			408		-
$500, 5.85% Debentures, due 2040		488		-			533		-
Total		7,959		14			8,435		14
Current portion		580		(58	)
Long-term portion		7,379		72

	Carrying amount					Fair value
December 31, 2013	Primary debt instruments		Derivative instruments (asset) liability			Primary debt instruments		Derivative instruments (asset) liability
Bank and other		24		-			28		-
C$600, 5.20% Notes, due 2014		569		(79	)		583		(79	)
C$600, 5.70% Notes, due 2015		564		45			597		45
C$750, 6.00% Notes due 2016		704		(80	)		764		(80	)
C$500, 3.369% Notes due 2019		469		6			470		6
C$750, 4.35% Notes due 2020		701		22			731		22
$500, 0.875% Notes, due 2016		497		-			501		-
$550, 1.30% Notes, due 2017		546		-			530		-
$1,000, 6.50% Notes, due 2018		994		-			1,159		-
$500, 4.70% Notes due 2019		497		-			540		-
$350, 3.95% Notes due 2021		347		-			347		-
$600, 4.30% Notes due 2023		593		-			595		-
$350, 4.50% Notes due 2043		340		-			295		-
$350, 5.65% Notes due 2043		340		-			352		-
$400, 5.50% Debentures, due 2035		393		-			387		-
$500, 5.85% Debentures, due 2040		488		-			503		-
Total		8,066		(86	)		8,382		(86	)
Current portion		596		(79	)
Long-term portion		7,470		(7	)

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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:

March 31, 2014								Total
Assets	Level 1		Level 2			Level 3		Balance
Embedded derivatives(1)		-		48			-		48
Forward exchange contracts(2)		-		16			-		16
Financial assets at fair value through earnings		-		64			-		64
Fair value hedges(3)		-		18			-		18
Cash flow hedges(4)		-		95			-		95
Derivatives used for hedging		-		113			-		113
Available for sale investments(5)		33		-			-		33
Total assets		33		177			-		210
Liabilities
Embedded derivatives(1)		-		(56	)		-		(56	)
Forward exchange contracts(2)		-		(14	)		-		(14	)
Financial liabilities at fair value through earnings		-		(70	)		-		(70	)
Cash flow hedges(4)		-		(127	)		-		(127	)
Derivatives used for hedging		-		(127	)		-		(127	)
Total liabilities		-		(197	)		-		(197	)

December 31, 2013								Total
Assets	Level 1		Level 2			Level 3		Balance
Embedded derivatives(1)		-		66			-		66
Forward exchange contracts(2)		-		27			-		27
Financial assets at fair value through earnings		-		93			-		93
Fair value hedges(3)		-		24			-		24
Cash flow hedges(4)		-		135			-		135
Derivatives used for hedging		-		159			-		159
Available for sale investments(5)		26		-			-		26
Total assets		26		252			-		278
Liabilities
Embedded derivatives(1)		-		(58	)		-		(58	)
Forward exchange contracts(2)		-		(19	)		-		(19	)
Financial liabilities at fair value through earnings		-		(77	)		-		(77	)
Cash flow hedges(4)		-		(73	)		-		(73	)
Derivatives used for hedging		-		(73	)		-		(73	)
Total liabilities		-		(150	)		-		(150	)

(1) Largely related to U.S. dollar pricing of vendor or customer agreements by foreign subsidiaries.

(2) Used to manage foreign exchange risk on cash flows excluding indebtedness.

(3) Comprised of fixed-to-floating cross-currency interest rate swaps on indebtedness.

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

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

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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:

· quoted market prices or dealer quotes for similar instruments; and

· the fair value of currency and interest rate swaps and forward foreign exchange contracts is calculated as the present value of the estimated future cash flows based on observable yield curves. 

Note 11: Other non-current assets

	March 31, 2014		December 31, 2013
Net defined benefit plan surpluses		63		52
Cash surrender value of life insurance policies		274		273
Equity method investments:
Joint ventures		19		19
Other		175		178
Other non-current assets		68		61
Total other non-current assets		599		583

Note 12: Payables, accruals and provisions

	March 31, 2014		December 31, 2013
Trade payables		302		406
Accruals		1,299		1,626
Provisions		280		372
Other current liabilities		164		220
Total payables, accruals and provisions		2,045		2,624

Note 13: Provisions and other non-current liabilities

	March 31, 2014		December 31, 2013
Net defined benefit plan obligations		965		875
Deferred compensation and employee incentives		206		230
Provisions		178		183
Unfavorable contract liability		37		48
Uncertain tax positions		286		282
Other non-current liabilities		90		141
Total provisions and other non-current liabilities		1,762		1,759

Note 14: Capital

Share repurchases

The Company may buy back shares (and subsequently cancel them) from time to time as part of its capital strategy. Under its current normal course issuer bid (“NCIB”), the Company may repurchase up to 30 million common shares between May 22, 2013 and May 21, 2014 in open market transactions on the TSX, the NYSE and/or other exchanges and alternative trading systems, if eligible, or by such other means as may be permitted by the TSX.

During the three months ended March 31, 2014, the Company repurchased approximately 8.0 million common shares for approximately $279 million, of which $15 million was payable to the broker at March 31, 2014. The average price per share that the Company repurchased in the first quarter of 2014 was $35.07. The Company did not repurchase any shares during the three months ended March 31, 2013. Decisions regarding any future repurchases will be based on market conditions, share price and other factors including opportunities to invest capital for growth.

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The Company may elect to suspend or discontinue its 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. The Company entered into such plans with its broker on March 31, 2014 and on December 31, 2013. As a result, the Company recorded a $100 million liability in “Other financial liabilities” within current liabilities with a corresponding amount recorded in equity in the consolidated statement of financial position in both periods. The liability recorded on December 31, 2013 was settled in the first quarter of 2014.

Dividends

Dividends on common shares are declared in U.S. dollars. Details of dividends declared per share are as follows:

	Three months ended March 31,
	2014		2013
Dividends declared per common share	$	0.33	$	0.33

In the consolidated statement of cash flow, dividends paid on common shares are shown net of amounts reinvested in the Company’s DRIP. Details of dividend reinvestment are as follows:

	Three months ended March 31,
	2014		2013
Dividend reinvestment		8		10

Note 15: Supplemental cash flow information

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

	Three months ended March 31,
	2014			2013
Non-cash employee benefit charges		62			74
Fair value adjustments		2			(62	)
Net (gains) losses on foreign exchange and derivative financial instruments		(26	)		56
Other		(4	)		(3	)
		34			65

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

	Three months ended March 31,
	2014			2013
Trade and other receivables		(69	)		(127	)
Prepaid expenses and other current assets		(34	)		(65	)
Other financial assets		10			(3	)
Payables, accruals and provisions		(507	)		(420	)
Deferred revenue		80			78
Other financial liabilities		(12	)		(1	)
Income taxes		(38	)		54
Other		(59	)		(61	)
		(629	)		(545	)

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Note 16: Acquisitions

Acquisitions primarily comprise the purchase of businesses that are integrated into existing operations to broaden the Company’s range of offerings to customers as well as its presence in global markets.

Acquisition activity

There were no acquisitions during the three months ended March 31, 2014. The number of acquisitions completed, and the related cash consideration, during the three months ended March 31, 2013 were as follows:

	Number of transactions		Cash consideration
Businesses and identifiable intangible assets acquired		5		752
Less: cash acquired		-		(26	)
Businesses and identifiable intangible assets acquired, net of cash		5		726
Contingent consideration payments		-		1
Investments in businesses		1		3
		6		730

In February 2013, the Company acquired Practical Law Company, a provider of practical legal know-how, current awareness and workflow solutions to law firms and corporate law departments within the Legal segment.

Purchase price allocation

Each business combination has been accounted for using the acquisition method and the results of acquired businesses are included in the consolidated financial statements from the dates of acquisition. Purchase price allocations related to certain acquisitions may be subject to adjustment pending completion of final valuations.

The details of net assets acquired were as follows:

	Three months ended March 31, 2013
Cash and cash equivalents		26
Trade and other receivables		42
Prepaid expenses and other current assets		1
Current assets		69
Computer hardware and other property, net		5
Computer software, net		46
Other identifiable intangible assets		203
Deferred tax		6
Total assets		329
Payables, accruals and provisions		(48	)
Deferred revenue		(59	)
Current liabilities		(107	)
Deferred tax		(55	)
Total liabilities		(162	)
Net assets acquired		167
Goodwill		585
Total		752

The excess of the purchase price over the net tangible and identifiable intangible assets acquired and assumed liabilities was recorded as goodwill and reflects synergies and the value of the acquired workforce. The majority of goodwill for acquisitions completed in 2013 is not deductible for tax purposes.

Acquisition transactions were completed by acquiring all equity interests or the net assets of the acquired business. The revenues and operating profit of acquired businesses since the date of acquisition were not material to the Company’s results of operations.

Note 17: 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 intellectual property infringement claims, employment matters and commercial matters. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the probable 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.

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Uncertain tax positions

The Company is subject to taxation in numerous jurisdictions. There are many transactions and calculations during the course of business for which the ultimate tax determination is uncertain. The Company maintains provisions for uncertain tax positions that it believes appropriately reflect its risk. These provisions are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. It is possible that at some future date, liabilities in excess of the Company’s provisions could result from audits by, or litigation with, relevant taxing authorities. Management believes that such additional liabilities would not have a material adverse impact on the Company’s financial condition taken as a whole.

Note 18: Related party transactions

As of March 31, 2014, The Woodbridge Company Limited (“Woodbridge”) beneficially owned approximately 56% of the Company’s shares.

Transactions with Woodbridge

From time to time, in the normal course of business, the Company enters into transactions with Woodbridge and certain of its affiliates. These transactions involve providing and receiving product and service offerings, are negotiated at arm’s length on standard terms, including price, and are not significant to the Company’s results of operations or financial condition either individually or in the aggregate.

In May 2012, as part of its efforts to expand its mutual fund data and strategic research capabilities, the Company acquired a Canadian mutual fund database, fund fact sheet business and mutual fund and equity data feed business for approximately C$9 million from The Globe and Mail (“The Globe”), which is majority owned by Woodbridge. The Company paid approximately C$8 million in cash and issued a C$1 million promissory note to The Globe that will be due in May 2016. In connection with the acquisition, the Company licensed the acquired database to The Globe over a four year term, valued at approximately C$250,000 per year. The Globe issued four promissory notes to the Company, each for the value of the annual license. Amounts due each year under the notes issued by The Globe are offset against the note issued by the Company. The board of directors’ Corporate Governance Committee approved the transaction.

In the normal course of business, certain of the Company’s subsidiaries charge a Woodbridge-owned company fees for various administrative services. In 2013, the total amount charged to Woodbridge for these services was approximately $105,000 for the year ended December 31, 2013.

The Company purchases property and casualty insurance from third party insurers and retains the first $500,000 of each and every claim under the programs via the Company’s captive insurance subsidiaries. Woodbridge is included in these programs and pays the Company a premium commensurate with its exposures. Premiums relating to the year ended December 31, 2013 were $44,000, which would approximate the premium charged by a third party insurer for such coverage.

The Company maintained an agreement with Woodbridge until April 17, 2008 (the closing date of the Reuters acquisition) under which Woodbridge agreed to indemnify up to $100 million of liabilities incurred either by the Company’s current and former directors and officers or by the Company in providing indemnification to these individuals on substantially the same terms and conditions as would apply under an arm’s length, commercial arrangement. The Company was required to pay Woodbridge an annual fee of $750,000, which was less than the premium that would have been paid for commercial insurance. In 2008, the Company replaced this agreement with a conventional insurance agreement. The Company is entitled to seek indemnification from Woodbridge for any claims arising from events prior to April 17, 2008, so long as the claims are made before April 17, 2014.

Transactions with associates and joint ventures

From time to time, the Company enters into transactions with its investments in associates and joint ventures. These transactions typically involve providing or receiving services and are entered into in the normal course of business and on an arm’s length basis.

The Company and Shin Nippon Hoki Shuppan K.K. each own 50% of Westlaw Japan K.K., a provider of legal information and solutions to the Japanese legal market. The Company provides the joint venture with technology and other services, which were valued at approximately $140,000 for the three months ended March 31, 2014.

In connection with the 2008 acquisition of Reuters, the Company assumed a lease agreement with 3XSQ Associates, an entity owned by the Company and Rudin Times Square Associates LLC that was formed to build and operate the 3 Times Square property and building in New York, New York that serves as the Company’s corporate headquarters. The Company follows the equity method of accounting for its investment in 3XSQ Associates. The lease provides the Company with over 690,000 square feet of office space until 2021 and includes provisions to terminate portions early and various renewal options. The Company’s costs under this lease arrangement for rent, taxes and other expenses were approximately $10 million for the three months ended March 31, 2014.

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