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	2015	2014
Revenues		3,044	3,130
Operating expenses	5	(2,188)	(2,313)
Depreciation		(95)	(98)
Amortization of computer software		(193)	(194)
Amortization of other identifiable intangible assets		(149)	(163)
Other operating losses, net		(12)	(3)
Operating profit		407	359
Finance costs, net:
Net interest expense	6	(105)	(108)
Other finance income	6	42	28
Income before tax and equity method investments		344	279
Share of post-tax earnings in equity method investments		4	-
Tax (expense) benefit	7	(28)	13
Net earnings		320	292
Earnings attributable to:
Common shareholders		305	282
Non-controlling interests		15	10
Earnings per share:	8
Basic and diluted earnings per share		$0.38	$0.34

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

Page 29

THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

		THREE MONTHS ENDED MARCH 31,
(millions of U.S. dollars)	NOTES	2015	2014
Net earnings		320	292
Other comprehensive loss:
Cash flow hedges adjustments to earnings	6	177	107
Items that may be subsequently reclassified to net earnings:
Cash flow hedges adjustments to equity		(172)	(97)
Foreign currency translation adjustments to equity		(412)	18
		(584)	(79)
Item that will not be reclassified to net earnings:
Net remeasurement losses on defined benefit pension plans, net of tax(1)		(34)	(50)
Other comprehensive loss		(441)	(22)
Total comprehensive (loss) income		(121)	270
Comprehensive (loss) income for the period attributable to:
Common shareholders		(136)	260
Non-controlling interests		15	10

(1) The related tax benefit was $15 million and $31 million for the three months ended March 31, 2015 and 2014, respectively.

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

Page 30

THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(unaudited)

(millions of U.S. dollars)	NOTES	MARCH 31, 2015	DECEMBER 31, 2014
ASSETS
Cash and cash equivalents	9	769	1,018
Trade and other receivables		1,777	1,810
Other financial assets	9	263	161
Prepaid expenses and other current assets		707	657
Current assets		3,516	3,646
Computer hardware and other property, net		1,113	1,182
Computer software, net		1,496	1,529
Other identifiable intangible assets, net		6,875	7,124
Goodwill		16,044	16,403
Other financial assets	9	157	127
Other non-current assets	10	541	536
Deferred tax		47	50
Total assets		29,789	30,597
LIABILITIES AND EQUITY
Liabilities
Current indebtedness	9	889	534
Payables, accruals and provisions	11	1,918	2,443
Deferred revenue		1,359	1,355
Other financial liabilities	9	428	265
Current liabilities		4,594	4,597
Long-term indebtedness	9	7,446	7,576
Provisions and other non-current liabilities	12	2,203	2,171
Other financial liabilities	9	285	161
Deferred tax		1,367	1,433
Total liabilities		15,895	15,938
Equity
Capital	13	10,091	10,157
Retained earnings		6,867	7,168
Accumulated other comprehensive loss		(3,554)	(3,147)
Total shareholders’ equity		13,404	14,178
Non-controlling interests		490	481
Total equity		13,894	14,659
Total liabilities and equity		29,789	30,597
Contingencies (note 15)

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

Page 31

THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW

(unaudited)

		THREE MONTHS ENDED MARCH 31,
(millions of U.S. dollars)	NOTES	2015	2014
Cash provided by (used in):
OPERATING ACTIVITIES
Net earnings		320	292
Adjustments for:
Depreciation		95	98
Amortization of computer software		193	194
Amortization of other identifiable intangible assets		149	163
Net losses on disposals of businesses and investments		-	1
Deferred tax		(27)	(40)
Other	14	(14)	34
Changes in working capital and other items	14	(479)	(629)
Net cash provided by operating activities		237	113
INVESTING ACTIVITIES
Acquisitions, net of cash acquired		(8)	-
Capital expenditures, less proceeds from disposals		(303)	(248)
Other investing activities		2	1
Net cash used in investing activities		(309)	(247)
FINANCING ACTIVITIES
Net borrowings under short-term loan facilities	9	400	-
Repurchases of common shares	13	(348)	(264)
Dividends paid on preference shares		(1)	(1)
Dividends paid on common shares	13	(258)	(262)
Other financing activities		41	4
Net cash used in financing activities		(166)	(523)
Decrease in cash and bank overdrafts		(238)	(657)
Translation adjustments		(12)	-
Cash and bank overdrafts at beginning of period		1,015	1,312
Cash and bank overdrafts at end of period		765	655
Cash and bank overdrafts at end of period comprised of:
Cash and cash equivalents		769	667
Bank overdrafts		(4)	(12)
		765	655
Supplemental cash flow information is provided in note 14.
Interest paid		(88)	(109)
Interest received		-	1
Income taxes paid		(67)	(65)

Interest paid and received is reflected as an operating cash flow. Interest paid is net of debt-related hedges.

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.

Page 32

THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited)

(millions of U.S. dollars)	Stated share capital		Contributed surplus		Total capital		Retained earnings		Unrecognized gain on cash flow hedges		Foreign currency translation adjustments		Total accumulated other comprehensive (loss) income (“AOCL”)		Non- controlling interests		Total
Balance, December 31, 2014		9,976		181		10,157		7,168		18		(3,165)		(3,147)		481		14,659
Comprehensive income(1)		-		-		-		271		5		(412)		(407)		15		(121)
Change in ownership interest of subsidiary		-		-		-		5		-		-		-		1		6
Distributions to non-controlling interests		-		-		-		-		-		-		-		(7)		(7)
Dividends declared on preference shares		-		-		-		(1)		-		-		-		-		(1)
Dividends declared on common shares		-		-		-		(266)		-		-		-		-		(266)
Shares issued under Dividend Reinvestment Plan (“DRIP”)		8		-		8		-		-		-		-		-		8
Repurchases of common shares(2)		(140)		-		(140)		(310)		-		-		-		-		(450)
Stock compensation plans		79		(13)		66		-		-		-		-		-		66
Balance, March 31, 2015		9,923		168		10,091		6,867		23		(3,577)		(3,554)		490		13,894
(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, 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 interests		-		-		-		-		-		-		-		(3)		(3)
Dividends declared on preference shares		-		-		-		(1)		-		-		-		-		(1)
Dividends declared on common shares		-		-		-		(270)		-		-		-		-		(270)
Shares issued under 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

(1) Retained earnings for the three months ended March 31, 2015 includes net remeasurement losses on defined benefit pension plans of $34 million, net of tax (2014 – losses of $50 million, net of tax).

(2) Includes stated share capital of $62 million and retained earnings of $138 million for the three months ended March 31, 2015 related to the Company’s pre-defined share repurchase plan (2014 – stated share capital of $36 million and retained earnings of $64 million). See note 13.

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

Page 33

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, 2014, 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, 2014. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2014, which are included in the Company’s 2014 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, 2015. Many of these updates are not applicable or consequential to the Company and have been excluded from the discussion below.

Page 34

Amendment adopted January 1, 2015

The following amendment was adopted on January 1, 2015 and did not have a material impact on the consolidated financial statements at March 31, 2015 and December 31, 2014 or for the three months ended March 31, 2015 and 2014.

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.

Pronouncements effective for annual periods beginning January 1, 2017 or later:

IFRS 15	Revenue from Contracts with Customers	IFRS 15 is the culmination of a joint project between the IASB and the Financial Accounting Standards Board, the accounting standard setter in the U.S., to create a single revenue standard. The core principle of IFRS 15 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard moves away from a revenue recognition model based on an earnings process to an approach that is based on transfer of control of a good or service to a customer. Additionally, the new standard requires disclosures as to the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. IFRS 15 is effective on January 1, 2017, and shall be applied retrospectively to each period presented or retrospectively as a cumulative-effect adjustment as of the date of adoption. In April 2015, the IASB proposed a one-year deferral of the effective date to January 1, 2018. The Company is assessing the impact of the new standard on its consolidated financial statements.
IFRS 9	Financial Instruments	IFRS 9 replaces IAS 39 – Financial Instruments: Recognition and Measurement. The new standard addresses classification and measurement, impairment and hedge accounting.
		Classification and measurement The new standard requires the classification of financial assets based on business model and cash flow characteristics measured at either (a) amortized cost; (b) fair value through profit or loss; or (c) fair value through other comprehensive income. 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.
		Impairment Under the forward looking impairment model, expected credit losses are recognized as soon as a financial asset is originated or purchased, rather than waiting for a trigger event to record a loss.
		Hedge accounting The new standard more closely aligns hedge accounting with an entity’s risk management activities. Specifically, 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 effective on January 1, 2018 and shall be applied retrospectively to each period presented, subject to the various transition provisions within IFRS 9. The Company is assessing the impact of the new standard on its consolidated financial statements.

Page 35

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 tools, software and services that 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.

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 the lifecycle of innovation for governments, academia, publishers, corporations and law firms to discover, protect and commercialize new ideas and brands.

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,
	2015		2014
Revenues
Financial & Risk		1,552		1,658
Legal		810		803
Tax & Accounting		373		348
Intellectual Property & Science		237		243
Corporate & Other (includes Reuters News)		74		79
Eliminations		(2)		(2)
Revenues from ongoing businesses		3,044		3,129
Other Businesses		-		1
Consolidated revenues		3,044		3,130
Operating profit
Segment operating profit
Financial & Risk		241		240
Legal		213		215
Tax & Accounting		98		84
Intellectual Property & Science		38		51
Corporate & Other (includes Reuters News)		(75)		(62)
Underlying operating profit		515		528
Other Businesses		-		(1)
Fair value adjustments (see note 5)		53		(2)
Amortization of other identifiable intangible assets		(149)		(163)
Other operating losses, net		(12)		(3)
Consolidated operating profit		407		359

Page 36

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.

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

— 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.

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

^•  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. The Company’s quarterly performance may also be impacted by the timing of certain product migrations it is in the process of executing, as well as by volatile foreign currency exchange rates, as has been recently experienced. 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,
	2015		2014
Salaries, commissions and allowances		1,119		1,180
Share-based payments		20		17
Post-employment benefits		70		70
Total staff costs		1,209		1,267
Goods and services(1)		556		535
Data		239		245
Telecommunications		133		149
Real estate		104		115
Fair value adjustments(2)		(53)		2
Total operating expenses		2,188		2,313

(1) Goods and services include professional fees, consulting and outsourcing services, contractors, 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.

Page 37

Note 6: Finance costs, net

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

	THREE MONTHS ENDED MARCH 31,
	2015		2014
Interest expense:
Debt		85		97
Derivative financial instruments - hedging activities		4		(1)
Other		3		3
Fair value (gains) losses on financial instruments:
Debt		-		(1)
Cash flow hedges, transfer from equity		177		107
Fair value hedges		-		7
Net foreign exchange gains on debt		(177)		(113)
Net interest expense - debt and other		92		99
Net interest expense - pension and other post-employment benefit plans		13		10
Interest income		-		(1)
Net interest expense		105		108

	THREE MONTHS ENDED MARCH 31,
	2015		2014
Net losses (gains) due to changes in foreign currency exchange rates		5		(28)
Net gains on derivative instruments		(47)		-
Other finance income		(42)		(28)

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

Net losses (gains) 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 foreign exchange contracts.

Note 7: Taxation

Tax expense (benefit) was $28 million and $(13) million for the three months ended March 31, 2015 and 2014, respectively. The tax expense (benefit) in each period reflected the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. Because the geographical mix of pre-tax profits and losses in interim periods may be different from that for the full-year, tax expense or benefit in interim periods is not necessarily indicative of tax expense for the full-year.

Note 8: Earnings per share

Basic earnings per share was calculated by dividing earnings attributable to common shareholders less dividends declared on preference shares by the sum of the weighted-average number of 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 upon vesting of share-based compensation awards or in lieu of cash compensation.

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

Page 38

Earnings used in determining consolidated earnings per share are as follows:

	THREE MONTHS ENDED MARCH 31,
	2015		2014
Net earnings		320		292
Less: Earnings attributable to non-controlling interests		(15)		(10)
Dividends declared on preference shares		(1)		(1)
Earnings used in consolidated earnings per share		304		281

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 per share computation to the weighted-average number of shares outstanding used in the diluted earnings per share computation, is presented below:

	THREE MONTHS ENDED MARCH 31,
	2015		2014
Weighted-average number of shares outstanding		793,584,144		817,338,851
Weighted-average number of vested DSUs		609,636		584,084
Basic		794,193,780		817,922,935
Effect of stock options and TRSUs		3,372,369		3,023,051
Diluted		797,566,149		820,945,986

Note 9: Financial instruments

Financial assets and liabilities

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

March 31, 2015	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		769		-		-		-		-		769
Trade and other receivables		1,777		-		-		-		-		1,777
Other financial assets - current		68		195		-		-		-		263
Other financial assets - non-current		58		73		-		26		-		157
Current indebtedness		-		-		-		-		(889)		(889)
Trade payables (see note 11)		-		-		-		-		(267)		(267)
Accruals (see note 11)		-		-		-		-		(1,256)		(1,256)
Other financial liabilities - current(1)		-		(39)		(130)		-		(259)		(428)
Long-term indebtedness		-		-		-		-		(7,446)		(7,446)
Other financial liabilities - non current		-		(34)		(247)		-		(4)		(285)
Total		2,672		195		(377)		26		(10,121)		(7,605)

Page 39

December 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		1,018		-		-		-		-		1,018
Trade and other receivables		1,810		-		-		-		-		1,810
Other financial assets - current		44		117		-		-		-		161
Other financial assets - non-current		55		45		1		26		-		127
Current indebtedness		-		-		-		-		(534)		(534)
Trade payables (see note 11)		-		-		-		-		(411)		(411)
Accruals (see note 11)		-		-		-		-		(1,578)		(1,578)
Other financial liabilities - current(1)		-		(24)		(85)		-		(156)		(265)
Long-term indebtedness		-		-		-		-		(7,576)		(7,576)
Other financial liabilities - non current		-		(34)		(122)		-		(5)		(161)
Total		2,927		104		(206)		26		(10,260)		(7,409)

(1) Includes $200 million (2014 – $115 million) related to the Company’s pre-defined plan with its broker for the repurchase of up to $200 million (2014 – $115 million) of the Company’s shares during its internal trading blackout period. See note 13.

Cash and cash equivalents

Of total cash and cash equivalents, $98 million and $105 million at March 31, 2015 and December 31, 2014, 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

Under its commercial paper programs, the Company may issue up to $2.0 billion of notes. In the three month-period ended March 31, 2015, the Company issued $400 million of commercial paper, which remained outstanding at March 31, 2015 and was included within current indebtedness within the consolidated balance sheet.

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 under the credit facility in the first quarter of 2015.

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 non-current in the consolidated statement of financial position, as appropriate.

Fair Value

The fair value of debt is estimated based on either quoted market prices for similar issues or current rates offered to the Company for debt of the same maturity. The fair 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.

Page 40

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, 2015	Primary debt instruments		Derivative instruments liability		Primary debt instruments		Derivative instruments liability
Bank and other(1)		414		-		416		-
C$600, 5.70% Notes, due 2015		475		125		480		125
C$500, 3.369% Notes, due 2019		393		74		418		74
C$750, 4.35% Notes, due 2020		588		130		657		130
C$550, 3.309% Notes, due 2021		431		43		457		43
$500, 0.875% Notes, due 2016		499		-		500		-
$550, 1.30% Notes, due 2017		547		-		550		-
$550, 1.65% Notes, due 2017		547		-		552		-
$1,000, 6.50% Notes, due 2018		995		-		1,145		-
$500, 4.70% Notes, due 2019		498		-		553		-
$350, 3.95% Notes, due 2021		347		-		377		-
$600, 4.30% Notes, due 2023		594		-		648		-
$450, 3.85% Notes, due 2024		445		-		467		-
$350, 4.50% Notes, due 2043		340		-		360		-
$350, 5.65% Notes, due 2043		340		-		419		-
$400, 5.50% Debentures, due 2035		393		-		464		-
$500, 5.85% Debentures, due 2040		489		-		612		-
Total		8,335		372		9,075		372
Current portion		889		125
Long-term portion		7,446		247

	CARRYING AMOUNT				FAIR VALUE
December 31, 2014	Primary debt instruments		Derivative instruments liability		Primary debt instruments		Derivative instruments liability
Bank and other		14		-		16		-
C$600, 5.70% Notes, due 2015		518		85		529		85
C$500, 3.369% Notes, due 2019		430		39		447		39
C$750, 4.35% Notes, due 2020		644		76		699		76
C$550, 3.309% Notes, due 2021		472		7		482		7
$500, 0.875% Notes, due 2016		498		-		497		-
$550, 1.30% Notes, due 2017		547		-		547		-
$550, 1.65% Notes, due 2017		547		-		547		-
$1,000, 6.50% Notes, due 2018		995		-		1,134		-
$500, 4.70% Notes, due 2019		498		-		541		-
$350, 3.95% Notes, due 2021		347		-		367		-
$600, 4.30% Notes, due 2023		594		-		638		-
$450, 3.85% Notes, due 2024		445		-		455		-
$350, 4.50% Notes, due 2043		340		-		347		-
$350, 5.65% Notes, due 2043		340		-		405		-
$400, 5.50% Debentures, due 2035		393		-		450		-
$500, 5.85% Debentures, due 2040		488		-		584		-
Total		8,110		207		8,685		207
Current portion		534		85
Long-term portion		7,576		122

(1) Includes commercial paper borrowings outstanding.

Page 41

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, 2015				TOTAL
Assets	LEVEL 1	LEVEL 2	LEVEL 3		BALANCE
Embedded derivatives(1)	-	175	-		175
Forward exchange contracts(2)	-	93	-		93
Financial assets at fair value through earnings	-	268	-		268
Available for sale investments(3)	7	19	-		26
Total assets	7	287	-		294
Liabilities
Embedded derivatives(1)	-	(21)	-		(21)
Forward exchange contracts(2)	-	(23)	-		(23)
Contingent consideration(4)	-	-	(29)		(29)
Financial liabilities at fair value through earnings	-	(44)	(29)		(73)
Cash flow hedges(5)	-	(377)	-		(377)
Derivatives used for hedging	-	(377)	-		(377)
Total liabilities	-	(421)	(29)		(450)

DECEMBER 31, 2014				TOTAL
Assets	LEVEL 1	LEVEL 2	LEVEL 3		BALANCE
Embedded derivatives(1)	-	104	-		104
Forward exchange contracts(2)	-	58	-		58
Financial assets at fair value through earnings	-	162	-		162
Cash flow hedges(5)	-	1	-		1
Derivatives used for hedging	-	1	-		1
Available for sale investments(3)	8	18	-		26
Total assets	8	181	-		189
Liabilities
Embedded derivatives(1)	-	(11)	-		(11)
Forward exchange contracts(2)	-	(17)	-		(17)
Contingent consideration(4)	-	-	(30)		(30)
Financial liabilities at fair value through earnings	-	(28)	(30)		(58)
Cash flow hedges(5)	-	(207)	-		(207)
Derivatives used for hedging	-	(207)	-		(207)
Total liabilities	-	(235)	(30)		(265)

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

(4) Obligations to pay additional consideration for prior acquisitions.

(5) Comprised of fixed-to-fixed cross-currency swaps on indebtedness and forward starting interest rate swaps.

Page 42

The Company recognizes transfers into and transfers out of the fair value measurement hierarchy levels as of the date of the event or a change in circumstances that caused the transfer. There were no transfers between hierarchy levels for the three months ended March 31, 2015.

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;

^•  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; and

^•  the fair value of contingent consideration is calculated based on estimates of future revenue performance.

Note 10: Other non-current assets

	MARCH 31, 2015		DECEMBER 31, 2014
Net defined benefit plan surpluses		21		20
Cash surrender value of life insurance policies		285		281
Equity method investments		174		174
Other non-current assets		61		61
Total other non-current assets		541		536

Note 11: Payables, accruals and provisions

	MARCH 31, 2015		DECEMBER 31, 2014
Trade payables		267		411
Accruals		1,256		1,578
Provisions		182		210
Other current liabilities		213		244
Total payables, accruals and provisions		1,918		2,443

Note 12: Provisions and other non-current liabilities

	MARCH 31, 2015		DECEMBER 31, 2014
Net defined benefit plan obligations		1,412		1,366
Deferred compensation and employee incentives		220		225
Provisions		154		169
Unfavorable contract liability		6		7
Uncertain tax positions		314		309
Other non-current liabilities		97		95
Total provisions and other non-current liabilities		2,203		2,171

Note 13: 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 28, 2014 and May 27, 2015 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.

Page 43

During the three months ended March 31, 2015, the Company repurchased 8.8 million of its common shares for a cost of $348 million. The average price per share that the Company repurchased in the first quarter of 2015 was $39.74. During the three months ended March 31, 2014, the Company repurchased 7.5 million of its common shares for a cost of $264 million. The average price per share that the Company repurchased in the first quarter of 2014 was $35.14. Decisions regarding any future repurchases will be based on market conditions, share price and other factors including opportunities to invest capital for growth.

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, 2015 and on December 31, 2014. As a result, the Company recorded a $200 million liability in “Other financial liabilities” within current liabilities at March 31, 2015 ($115 million at December 31, 2014) with a corresponding amount recorded in equity in the consolidated statement of financial position in both periods. The liability recorded on December 31, 2014 was settled in the first quarter of 2015.

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,
	2015		2014
Dividends declared per common share	$	0.335	$	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,
	2015		2014
Dividend reinvestment		8		8

Note 14: Supplemental cash flow information

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

	THREE MONTHS ENDED MARCH 31,
	2015		2014
Non-cash employee benefit charges		68		62
Fair value adjustments		(53)		2
Net gains on foreign exchange and derivative financial instruments		(37)		(26)
Other		8		(4)
		(14)		34

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

	THREE MONTHS ENDED MARCH 31,
	2015		2014
Trade and other receivables		(12)		(69)
Prepaid expenses and other current assets		(61)		(34)
Other financial assets		27		10
Payables, accruals and provisions		(376)		(507)
Deferred revenue		40		80
Other financial liabilities		(12)		(12)
Income taxes		(24)		(38)
Other(1)		(61)		(59)
		(479)		(629)

(1) Includes $(33) million (2014—$(36) million) related to employee benefit plans and $(7) million (2014—$(3) million) related to distributions to non-controlling interests, respectively.

Page 44

Note 15: 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 ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial condition taken as a whole.

Uncertain tax positions

The Company is subject to taxation in numerous jurisdictions and is routinely under audit by many different taxing authorities in the ordinary course of business. There are many transactions and calculations during the course of business for which the ultimate tax determination is uncertain, as taxing authorities may challenge some of the Company’s positions and propose adjustments or changes to its tax filings. As a result, the Company maintains provisions for uncertain tax positions that it believes appropriately reflect its risk. These provisions are made using the Company’s best estimates of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances. Due to the uncertainty associated with tax audits, it is possible that at some future date, liabilities resulting from such audits or related litigation could vary significantly from the Company’s provisions. However, based on currently enacted legislation, information currently known by the Company and after consultation with outside tax advisors, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial condition taken as a whole.

Note 16: Related party transactions

As of March 31, 2015, The Woodbridge Company Limited (“Woodbridge”) beneficially owned approximately 58% of the Company’s shares. There were no new significant related party transactions during the first quarter of 2015. Refer to “Related party transactions” set out in note 30 of the Company’s consolidated financial statements for the year ended December 31, 2014, which are included in the Company’s 2014 annual report, for information regarding related party transactions.

Note 17: Subsequent events

Share repurchases

From April 1, 2015 through April 28, 2015, the Company has repurchased 4.3 million of its common shares for $177 million at an average price per share of $41.30.

Page 45