EXHIBIT 99.2 - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Acquiring Segment

Description

March 2020

Pondera Solutions

Legal Professionals

A provider of technology and advanced analytics to combat fraud, waste and abuse in healthcare and large government programs.

THOMSON REUTERS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW

(unaudited)



			Three months ended June 30,				Six months ended June 30,

(millions of U.S. dollars)	Notes		2021		2020		2021		2020
Cash provided by (used in):
OPERATING ACTIVITIES
Earnings from continuing operations				1,072		131		6,105		322
Adjustments for:
Depreciation				42		43		88		83
Amortization of computer software				122		118		237		229
Amortization of other identifiable intangible assets				30		30		61		60
Share of post-tax (earnings) losses in equity method investments		8		(1,092)		153		(7,389)		207
Deferred tax				249		(34)		923		(37)
Other		16		33		(17)		63		(6)
Changes in working capital and other items		16		15		(7)		800		(250)
Operating cash flows from continuing operations				471		417		888		608
Operating cash flows from discontinued operations				(9)		5		(46)		(10)
Net cash provided by operating activities				462		422		842		598
INVESTING ACTIVITIES
Acquisitions, net of cash acquired		17		-		2		(3)		(122)
Proceeds from disposals of businesses and investments				10		4		15		1
Dividend from sale of LSEG shares		8		-		-		994		-
Capital expenditures				(113)		(145)		(233)		(287)
Proceeds from disposals of property and equipment				-		45		-		64
Other investing activities		8		52		1		53		2
Taxes paid on sale of Refinitiv and LSEG shares				(438)		-		(444)		-
Investing cash flows from continuing operations				(489)		(93)		382		(342)
Investing cash flows from discontinued operations				-		-		(42)		-
Net cash (used in) provided by investing activities				(489)		(93)		340		(342)
FINANCING ACTIVITIES
Proceeds from debt		11		-		999		-		2,019
Repayments of debt		11		-		(1,000)		-		(1,645)
Net borrowings under short-term loan facilities		11		-		-		-		118
Payments of lease principal				(22)		(18)		(43)		(36)
Repurchases of common shares		15		-		-		(200)		(200)
Dividends paid on preference shares				-		-		(1)		(1)
Dividends paid on common shares		15		(194)		(182)		(388)		(364)
Other financing activities				-		(4)		5		(16)
Net cash used in financing activities				(216)		(205)		(627)		(125)
(Decrease) increase in cash and bank overdrafts				(243)		124		555		131
Translation adjustments				1		-		-		(10)
Cash and bank overdrafts at beginning of period				2,584		822		1,787		825
Cash and bank overdrafts at end of period				2,342		946		2,342		946
Cash and bank overdrafts at end of period comprised of:
Cash and cash equivalents				2,342		946		2,342		946
Supplemental cash flow information is provided in note 16.
Interest paid, net of debt related hedges				(67)		(62)		(81)		(83)
Interest received				-		1		1		4
Income taxes paid		16		(503)		(18)		(589)		(34)

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

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

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

Page 46

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 is a leading provider of business information services. The Company’s products include highly specialized information-enabled software and tools for legal, tax, accounting and compliance professionals combined with the world’s most global news service - Reuters.

These unaudited interim consolidated financial statements (“interim financial statements”) wer

approved by the Company’s Audit Committee of the Board of Directors on August 4, 2021.

Basis of preparation

The interim financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2020. The interim financial statements comply with International Accounting Standard 34,

Interim Financial Reporting

(“IAS 34”). Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), have been omitted or condensed.

The preparation of financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving more judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements have been disclosed in note 2 of the consolidated financial statements for the year ended December 31, 2020. The global economy continues to experience substantial disruption due to concerns regarding resurgences and new strains of

COVID-19,

as well as from the measures intended to mitigate its impact. Due to the significant uncertainty about the duration and impact of the global economic crisis caused by the

COVID-19

pandemic, some of management’s estimates and judgments may be more variable and may change materially in the future.

The accompanying interim financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2020, which are included in the Company’s 2020 annual report.

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

Change Program

In February 2021, the Company announced a two-year

Change Program to transition from a holding company to an operating

company, and from a content provider to a content-driven technology company (see note 5).

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Note 2: Revenues

Revenues by type and geography

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

Revenues by type	Legal Professionals				Corporates				Tax & Accounting Professionals				Reuters News				Global Print				Total

Three months ended June 30,	2021		2020		2021		2020		2021		2020		2021		2020		2021		2020		2021		2020
Recurring		626		580		300		282		150		136		144		141		-		-		1,220		1,139
Transactions		47		40		48		47		47		32		24		14		-		-		166		133
Global Print		-		-		-		-		-		-		-		-		147		134		147		134
Eliminations/Rounding		-		-		-		-		-		-		-		-		-		-		(1)		(1)
Total		673		620		348		329		197		168		168		155		147		134		1,532		1,405


Revenues by type	Legal Professionals				Corporates				Tax & Accounting Professionals				Reuters News				Global Print				Total

Six months ended June 30,	2021		2020		2021		2020		2021		2020		2021		2020		2021		2020		2021		2020
Recurring		1,247		1,167		595		563		310		294		288		283		-		-		2,440		2,307
Transactions		94		79		137		133		112		92		40		27		-		-		383		331
Global Print		-		-		-		-		-		-		-		-		290		289		290		289
Eliminations/Rounding		-		-		-		-		-		-		-		-		-		-		(1)		(2)
Total		1,341		1,246		732		696		422		386		328		310		290		289		3,112		2,925


Revenues by geography (country of destination)	Legal Professionals				Corporates				Tax & Accounting Professionals				Reuters News				Global Print				Total

Three months ended June 30,	2021		2020		2021		2020		2021		2020		2021 (1)		2020		2021		2020		2021		2020
U.S.		532		499		287		270		151		131		21		107		104		97		1,095		1,104
Canada (country of domicile)		15		13		3		2		11		8		1		1		19		16		49		40
Other		6		7		11		11		23		17		2		3		5		4		47		42
Americas (North America, Latin America, South America)		553		519		301		283		185		156		24		111		128		117		1,191		1,186

U.K.		69		58		27		28		7		6		103		5		9		7		215		104
Other		17		13		11		10		-		2		28		25		4		4		60		54
EMEA (Europe, Middle East and Africa)		86		71		38		38		7		8		131		30		13		11		275		158
Asia Pacific		34		30		9		8		5		4		13		14		6		6		67		62
Eliminations/Rounding		-		-		-		-		-		-		-		-		-		-		(1)		(1)
Total		673		620		348		329		197		168		168		155		147		134		1,532		1,405


Revenues by geography (country of destination)	Legal Professionals				Corporates				Tax & Accounting Professionals				Reuters News				Global Print				Total

Six months ended June 30,	2021		2020		2021		2020		2021		2020		2021 (1)		2020		2021		2020		2021		2020
U.S.		1,058		1,002		610		578		338		313		70		211		205		212		2,281		2,316
Canada (country of domicile)		31		26		5		5		21		17		2		2		36		32		95		82
Other		11		11		23		23		44		38		4		5		9		8		91		85
Americas (North America, Latin America, South America)		1,100		1,039		638		606		403		368		76		218		250		252		2,467		2,483

U.K.		137		117		53		55		11		10		169		12		18		16		388		210
Other		34		29		23		19		-		2		55		52		8		7		120		109
EMEA (Europe, Middle East and Africa)		171		146		76		74		11		12		224		64		26		23		508		319
Asia Pacific		70		61		18		16		8		6		28		28		14		14		138		125
Eliminations/Rounding		-		-		-		-		-		-		-		-		-		-		(1)		(2)
Total		1,341		1,246		732		696		422		386		328		310		290		289		3,112		2,925

(1)	Following the sale of Refinitiv to London Stock Exchange Group (“LSEG”) in January of 2021, revenues from the Reuters News agreement to supply news and editorial content to Refinitiv were moved from the U.S. to the U.K.

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Note 3: Segment Information

The Company is organized as five reportable segments, reflecting how the businesses are managed. The accounting policies applied by the segments are the same as those applied by the Company. The segments offer products and services to target customers as described below.

Legal Professionals

The Legal Professionals segment serves law firms and governments with research and workflow products, focusing on intuiti

e legal research powered by emerging technologies and integrated legal workflow solutions that combine content, tools and analytics.

Corporates

The Corporates segment serves corporate customers from small businesses to multinational organizations, including the seven largest global accounting firms, with the Company’s full suite of content-enabled technology solutions for

in-house

legal, tax, regulatory, compliance and IT professionals.

Tax & Accounting Professionals

The Tax & Accounting Professionals segment serves tax, accounting and audit professionals in accounting firms (other than the seven largest, which are served by the Corporates segment) with research and workflow products, focusing on intuitive tax offerings and automating tax workflows.

Reuters News

The Reuters News segment supplies business, financial, national and international news to professionals via desktop terminals, including through Refinitiv, the world’s media organizations, industry events and directly to consumers.

Global Print

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

The Company also reports “Corporate costs”, which includes expenses for corporate functions and does not qualify as a reportable segment.



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020
Revenues
Legal Professionals		673		620		1,341		1,246
Corporates		348		329		732		696
Tax & Accounting Professionals		197		168		422		386
Reuters News		168		155		328		310
Global Print		147		134		290		289
Eliminations/Rounding		(1)		(1)		(1)		(2)
Consolidated revenues		1,532		1,405		3,112		2,925

Adjusted EBITDA
Legal Professionals		285		254		564		484
Corporates		130		118		276		235
Tax & Accounting Professionals		72		54		170		138
Reuters News		35		25		63		44
Global Print		56		54		113		117
Corporate costs		(76)		(26)		(126)		(59)
Adjusted EBITDA		502		479		1,060		959
Fair value adjustments (see note 5)		(6)		(3)		(2)		20
Depreciation		(42)		(43)		(88)		(83)
Amortization of computer software		(122)		(118)		(237)		(229)
Amortization of other identifiable intangible assets		(30)		(30)		(61)		(60)
Other operating gains, net		14		80		31		48
Consolidated operating profit		316		365		703		655
Net interest expense		(49)		(52)		(100)		(97)
Other finance income (costs)		2		(13)		(4)		34
Share of post-tax earnings (losses) in equity method investments		1,092		(153)		7,389		(207)
Tax expense		(289)		(16)		(1,883)		(63)
Earnings from continuing operations		1,072		131		6,105		322

Page

In accordance with IFRS 8,

Operating Segments

the Company discloses certain information about its reportable segments based upon measures used by management in assessing the performance of those reportable segments. These measures are defined below and may not be comparable to similar measures of other companies.

Adjusted EBITDA

●

Segment adjusted EBITDA represents earnings from continuing operations before tax expense or benefit, net interest expense, other finance costs or income, depreciation, amortization of software and other identifiable intangible assets, the Company’s share of

post-tax

earnings or losses in equity method investments, other operating gains and losses, certain asset impairment charges, fair value adjustments, and corporate related items.

●

The Company does not consider these excluded items to be controllable operating activities for purposes of assessing the current performance of the reportable segments.

●

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

●

Consolidated adjusted EBITDA is comprised of adjusted EBITDA from reportable segments and Corporate costs.

Note 4: Seasonality

The Company’s revenues and operating profit on a consolidated basis do not tend to be significantly impacted by seasonality as it records a large portion of its revenues ratably over the contract term and its costs are generally incurred evenly throughout the year. However, the Company’s revenues from quarter to consecutive quarter can be impacted by the release of certain tax products, which tend to be concentrated in the fourth quarter and, to a lesser extent, in the first quarter of the year. The seasonality of the Company’s operating profit may be further impacted in 2021 by the timing of significant Change Program costs it expects to incur. The seasonality of the Company’s revenues and operating expenses was impacted by

COVID-19

in 2020.

Note 5: Operating Expenses

The components of operating expenses include the following:



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020
Salaries, commissions and allowances		608		531		1,192		1,092
Share-based payments		16		18		34		35
Post-employment benefits		37		35		74		68
Total staff costs		661		584		1,300		1,195
Goods and services (1)		279		252		567		582
Content		67		63		138		131
Telecommunications		11		14		23		26
Facilities		12		13		24		32
Fair value adjustments (2)		6		3		2		(20)
Total operating expenses		1,036		929		2,054		1,946

(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 gains or losses due to changes in foreign currency exchange rates on intercompany balances that arise in the ordinary course of business.

Operating expenses in the three and six months ended June 30, 2021 included $41 million and $52

million, respectively, related to the Change Program

The charges included severance as well as costs related to technology and market initiatives and were recorded in Corporate costs.

Note 6: Other Operating Gains, Net

Other operating gains, net, were $14 million and $31

million for the three and six months ended June 30, 2021, respectively. Both periods included a gain on the sale of a business and income related to a license that allows the Refinitiv business of LSEG to use the “Reuters” mark to brand certain products and services. Additionally, the six-month period included a $

million benefit from the revaluation of warrants that the Company previously held in Refinitiv (see note 8).

Page 51

Other operating gains, net, were $80 million and $48 million for the three and six months ended June 30, 2020, respectively, and included a

benefit

$54 million and $1 million, respectively, related to the revaluation of the warrants. Additionally, both periods included income related to the license for the “Reuters” mark referred to above and gains associated with the sale of certain real estate. The six-month period also included a gain associated with a distribution from an investment.

Note 7: Finance Costs, Net

The components of finance costs, net, include interest expense (in

ome) and other finance costs (income) as follows:



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020
Interest expense:
Debt		40		39		80		76
Derivative financial instruments — hedging activities		(1)		-		(2)		-
Other, net		5		5		12		8
Fair value gains on cash flow hedges, transfer from equity		(17)		(30)		(32)		(27)
Net foreign exchange losses on debt		17		30		32		27
Net interest expense — debt and other		44		44		90		84
Net interest expense — leases		2		3		4		5
Net interest expense — pension and other post-employment benefit plans		3		6		7		11
Interest income		-		(1)		(1)		(3)
Net interest expense		49		52		100		97



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020
Net (gains) losses due to changes in foreign currency exchange rates		(2)		21		4		(15)
Net gains on derivative instruments		-		(8)		-		(19)
Other finance (income) costs		(2)		13		4		(34)

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 related to foreign exchange contracts and the ineffective portion of cash flow hedges.

Note 8: Equity Method Investments

On January 29, 2021, the Company and The Blackstone Group and its subsidiaries, and private equity funds affiliated with Blackstone (“Blackstone’s consortium”)

sold

Refinitiv to LSEG in an

ll share transaction. As a result, equity method investments at June 30, 2021 were primarily comprised of the Company’s indirect investment in LSEG shares, which it holds through its direct investment in York Parent Limited and its subsidiaries (“YPL”), formerly Refinitiv Holdings Ltd. (“RHL”). YPL is an entity incorporated under the laws of the Cayman Islands and jointly owned by the Company, Blackstone’s consortium and certain current and former members of Refinitiv senior management. As of June 30, 2021, YPL held a combination of LSEG ordinary shares and LSEG limited-voting ordinary shares (with the shares carrying in aggregate an approximate 30% economic interest and a 24% voting interest in LSEG). At the same date, the Company owned 42.82% of YPL and indirectly owned approximately 72.4 million LSEG shares.

Subject to certain exceptions, the Company and Blackstone’s consortium have otherwise agreed to be subject to a

lock-up

for their LSEG shares through January 29, 2023. In each of years three and four following closing (starting on January 30, 2023 and January 30, 2024, respectively), the Company and Blackstone’s consortium will become entitled to sell in aggregate

one-third

of the LSEG shares that were issued. The

lock-up

arrangement will terminate on January 29, 2025. The ability of current and former members of Refinitiv senior management to sell shares held by them is also subject to certain restrictions.

Page 52

YPL is entitled to nominate

three non-executive LSEG directors for as long as it holds at least 25% of LSEG shares, two LSEG directors for as long as it holds at least 17.5% but less than 25% of LSEG shares and one LSEG director for as long as it holds at least 10% but less than 17.5% of LSEG shares. For so long as YPL is entitled to nominate three directors, one nominee will be a Thomson Reuters representative. Once YPL is released from the

lock-up

agreement described above, any disposals of LSEG shares will be subject to orderly marketing restrictions. A standstill restriction also applies to YPL under which it (and the underlying investors) have agreed not to, among other matters, acquire further LSEG shares, or make a takeover offer for LSEG for designated time periods. YPL has also committed to vote its LSEG shares in line with the LSEG Board’s recommendation.

The Company accounts for its investment in LSEG at fair value, based on the share price of LSEG, within “Share of post-tax earnings (losses) in equity method investments” in the consolidated income statement. The investment is subject to equity accounting because the LSEG shares are held through YPL, over which the Company has significant influence. As YPL owns only the financial investment in LSEG shares, which the parties intend to sell over time, and is not involved in operating LSEG or the Refinitiv business, the investment in LSEG shares held by YPL is accounted for at fair value. LSEG dividends distributed to the Company from YPL, which amounted to $51 million in the three and six months ended June 30, 2021 were included in “Other investing activities” in the consolidated statement of cash flow.

Gain on sale of Refinitiv to LSEG and subsequent sale of LSEG shares

The Company recognized a gain of $8,075 million related to the January sale of Refinitiv to LSEG within “Share of post-tax earnings (losses) in equity method investments” in the consolidated income statement. As of the January 29, 2021 closing date, the Company indirectly owned approximately 82.5 million LSEG shares, which included 4.5 million shares from the exercise of warrants the Company previously held in Refinitiv. The transaction was predominantly tax deferred for the Company except for approximately $640 million that is payable in 2021. In March 2021, as permitted under a lock-up exception, approximately 10.1 million of the Company’s LSEG shares were sold for pre-tax net proceeds of $994 million. Over the course of 2021, the Company will pay approximately $225 million of tax on the sale of these shares and will use the remaining after-tax proceeds to pay the approximately $640 million of taxes on the LSEG transaction. In the six months ended June 30, 2021, the Company paid $444 million of tax in connection with these transactions. The proceeds from the sale of the shares by YPL were distributed to the Company as a dividend that reduced the value of the investment. The proceeds and the associated tax payments were presented in “Net cash (used in) provided by investing activities” within the consolidated statement of cash flow.

The Company’s share of

post-tax

earnings (losses) in equity method investments as reported in the consolidated income statement is comprised of the following:



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020
YPL (formerly RHL)		1,090		(155)		7,385		(213)
Other equity method investments		2		2		4		6
Total share of post-tax earnings (losses) in equity method investments		1,092		(153)		7,389		(207)

In the three-month period ended June 30, 2021, the Company’s share of post-tax earnings in equity method investments was comprised of a

1,039

million increase in the value of its LSEG investment and

million of dividend income from LSEG. The

six-month

period ended June 30, 2021 was primarily comprised of an

8,075

million gain from the sale of Refinitiv, but also included LSEG dividend income. These items were partly offset by a

$573

million decline in the value of the LSEG investment subsequent to the sale date and

168

million of

post-tax

losses related to the Refinitiv operations prior to the sale.

The composition of equity method investments as reported in the consolidated statement of financial position is comprised of the following:



	June 30,		December 31,

	2021		2020
YPL (formerly RHL)		7,750		981
Other equity method investments		163		155
Total equity method investments		7,913		1,136

Page

Set forth below is summarized financial information for 100% of YPL at June 30, 2021 (formerly RHL at June 30, 2020).



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020
Revenues		-		1,588		551		3,221

Gain related to the sale of Refinitiv to LSEG		-		-		18,645		-
Mark-to-market of LSEG shares		2,427		-		(1,147)		-
Dividend income		120		-		120		-
Refinitiv net loss prior to its sale to LSEG		-		(326)		(361)		(419)
Net earnings (loss)		2,547		(326)		17,257		(419)
Remove: Net earnings attributable to non-controlling interests		-		(18)		(11)		(54)
Net earnings (loss) attributable to YPL (formerly RHL)		2,547		(344)		17,246		(473)
Other comprehensive (loss) income attributable to YPL (formerly RHL)		-		128		(214)		(111)
Total comprehensive income (loss) attributable to YPL (formerly RHL)		2,547		(216)		17,032		(584)

The Company’s share of net earnings attributable to YPL was $1,090 million and $7,385 million for the three and six months ended June 30, 2021, respectively. In the six-month period, the Company’s share of net earnings reflected changes in the Company’s percentage ownership of RHL and YPL during the first

six

months of the year.

The following table reconciles the net assets attributable to YPL to the Company’s carrying value of its investment in YPL:



	June 30,		December 31,

	2021		2020
Assets
Current assets		7		2,071
Non-current assets		18,663		21,094
Total assets		18,670		23,165
Liabilities
Current liabilities		7		3,995
Non-current liabilities		36		14,268
Total liabilities		43		18,263
Net assets		18,627		4,902
Non-controlling interests		-		(2,415)
Net assets attributable to YPL (formerly RHL)		18,627		2,487

Net assets attributable to YPL (formerly RHL) - beginning period		2,487		3,278
Net earnings (loss) attributable to YPL (formerly RHL)		17,246		(1,232)
Other comprehensive (loss) income attributable to YPL (formerly RHL)		(214)		330
Other adjustments (1)		253		111
Distribution to owners		(1,145)		-
Net assets attributable to YPL (formerly RHL) - ending period		18,627		2,487
Thomson Reuters % share		42.82%		45%
Thomson Reuters $ share		7,976		1,119
Historical excluded equity adjustment (2)		(226)		(138)
Thomson Reuters carrying amount		7,750		981

(1)	Consists of equity transactions excluded from total comprehensive income (loss) attributable to YPL.

(2)	Represents the cumulative impact of equity transactions excluded from the Company’s investment in YPL.

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Note 9: Taxation

Tax expense was $289 million and $16 million for the three months ended June 30, 2021 and 2020, respectively, and $1,883 million and $63 million for the six months ended June 30, 2021 and 2020, respectively. The three and six month periods ended June 30, 2021 include

$262 million and $1,800

million of tax expense related to the Company’s earnings in equity method investments. In the

six-month

period, the tax expense related primarily to the gain on sale of Refinitiv to LSEG. Additionally, tax 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 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 10: Earnings Per Share

Basic earnings per share was calculat

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

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

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



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020
Earnings attributable to common shareholders		1,068		126		6,104		319
Less: Dividends declared on preference shares		-		-		(1)		(1)
Earnings used in consolidated earnings per share		1,068		126		6,103		318
Less: Loss from discontinued operations, net of tax		4		5		1		3
Earnings used in earnings per share from continuing operations		1,072		131		6,104		321

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

shares outstanding used in the diluted earnings per share computation, is presented below:



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020
Weighted-average number of common shares outstanding		495,687,352		495,903,023		495,597,737		495,842,141
Weighted-average number of vested DSUs		410,886		414,092		418,730		418,929
Basic		496,098,238		496,317,115		496,016,467		496,261,070
Effect of stock options and TRSUs		1,160,834		1,263,224		1,093,324		1,318,061
Diluted		497,259,072		497,580,339		497,109,791		497,579,131

Page 55

Note 11: Financial Instruments

Financial assets and liabilities

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


June 30, 2021	Assets/ (Liabilities) at Amortized Cost		Assets/ (Liabilities) at Fair Value through Earnings		Assets at Fair Value through Other Comprehensive Income or Loss		Derivatives Used for Hedging		Total

Cash and cash equivalents		352		1,990		-		-		2,342
Trade and other receivables		1,041		-		-		-		1,041
Other financial assets - current		77		-		-		-		77
Other financial assets - non-current (see note 12)		31		37		50		125		243
Trade payables (see note 13)		(146)		-		-		-		(146)
Accruals (see note 13)		(701)		-		-		-		(701)
Other financial liabilitie s - current (1)		(156)		(2)		-		-		(158)
Long-term indebtedness		(3,806)		-		-		-		(3,806)
Other financial liabilities - non current (see note 14) (2)		(192)		-		-		-		(192)
Total		(3,500)		2,025		50		125		(1,300)


December 31, 2020	Assets/ (Liabilities) at Amortized Cost		Assets/ (Liabilities) at Fair Value through Earnings		Assets at Fair Value through Other Comprehensive Income or Loss		Derivatives Used for Hedging		Total
Cash and cash equivalents		311		1,476		-		-		1,787
Trade and other receivables		1,151		-		-		-		1,151
Other financial assets - current		95		517		-		-		612
Other financial assets - non-current (see note 12)		35		17		46		100		198
Trade payables (see note 13)		(217)		-		-		-		(217)
Accruals (see note 13)		(761)		-		-		-		(761)
Other financial liabilities - current (1)( 3 )		(374)		(2)		-		-		(376)
Long-term indebtedness		(3,772)		-		-		-		(3,772)
Other financial liabilities - non current (see note 14) (2)		(223)		(1)		-		-		(224)
Total		(3,755)		2,007		46		100		(1,602)

(1)	Includes lease liabilities of $79 million (2020 - $83 million).

(2)	Includes lease liabilities of $192 million (2020 - $223 million).

(3)	Includes a commitment to repurchase up to $200 million of common shares related to the Company’s pre-defined plan with its broker to repurchase the Company’s shares during its internal trading blackout period. See note 15.

Cash and cash equivalents

Of total cash and cash equivalents, $68 million and $61

million at June 30, 2021 and December 31, 2020, respectively, were held in subsidiaries which have regulatory restrictions, contractual restrictions or operate in countries where exchange controls and other legal restrictions apply and were therefore not available for general use by the Company.

Page

Debt-related activity

The Company did not issue notes or make any debt repayments in the six months ended June 30, 2021. The following table provides information regarding notes that the Company issued and repaid in the six months ended June 30, 2020.


MONTH/YEAR	TRANSACTION	PRINCIPAL AMOUNT (IN MILLIONS)
	Notes issued
May 2020	2.239% Notes, due 2025	C$1,400
	Notes repaid
January 2020	3.309% Notes, due 2021	C$550
January 2020	3.95% Notes, due 2021	US$139

The notes issued in May 2020 were immediately swapped into U.S. dollars and the Company used the $999 million of net proceeds for general corporate purposes, which included repayment of borrowings under the Company’s credit facility.

In January 2020, the Company repaid notes prior to their scheduled maturity dates for $640 million. This amount included early redemption premiums and the settlement of cross-currency swaps. The repayments were funded with commercial paper borrowings.

Commercial paper program

Under its commercial paper program, the Company may issue up to $1.8 billion of notes. There was no outstanding commercial paper at June 30, 2021 and December 31, 2020. In January 2020, the Company issued $630 million of commercial paper, the proceeds of which were used to redeem debt obligations ahead of their maturity. Most of the commercial paper was repaid in February and March 2020, primarily from funds borrowed under the Company’s credit facility.

Credit facility

The Company has a $1.8 billion syndicated credit facility agreement which matures in December 2024 and may be used to provide liquidity for general corporate purposes (including acquisitions or support for its commercial paper program). There were no outstanding

borrowings under the credit facility at June 30, 2021 and December 31, 2020. The Company borrowed $1.0 billion in the first three months of 2020, of which a portion of the proceeds was used to repay commercial paper. In May 2020, the

ompany repaid its borrowings under the credit facility primarily with the proceeds it received from its May 2020 debt issuance. Based on the Company’s current credit ratings, the cost of borrowing under the facility is priced at LIBOR/EURIBOR plus 112.5 basis points. The Company has the option to request an increase, subject to approval by applicable lenders, in the lenders’ commitments in an aggregate amount of $600 million for a maximum credit facility commitment of $2.4 billion.

The U.K. Financial Conduct Authority, which regulates LIBOR, is phas

ing

out the majority of LIBOR rates globally by the end of 2021. Key alternative reference rates have been established and progress continues to be made in establishing better liquidity and term structures required to efficiently replace the existing LIBOR structures. With the exception of the LIBOR-based benchmarks within the Company’s external credit facility, the Company has no material agreements with third parties that use or reference LIBOR as a benchmark rate which requires amendment.

The Company must maintain a ratio of net debt as defined in the credit agreement (total debt after swaps less cash and cash equivalents) as of the last day of each fiscal quarter to EBITDA as defined in the credit agreement (earnings before interest, income taxes, depreciation and amortization and other modifications described in the credit agreement) for the last four quarters ended of not more than 4.5:

. If the Company were to complete an acquisition with a purchase price of over $500 million, the ratio of net debt to EBITDA

would temporarily increase

to 5.0:

for three quarters after completion, at which time the ratio would revert to

4.5

. As of June 30, 2021, the Company was in compliance with this covenant as its ratio of net debt to EBITDA, as calculated under the terms of its syndicated credit facility, was 0.6

:1.

Fair Value

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

Page 57

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 value of interest rate swaps is estimated based upon discounted cash flows using applicable current market rates and considering

non-performance

risk.

The following is a summary of debt and related derivative instruments that hedged the cash flows of debt:


	Carrying Amount				Fair Value
June 30, 2021	Primary Debt Instruments		Derivative Instruments (Asset)		Primary Debt Instruments		Derivative Instruments (Asset)
C$1,400, 2.239% Notes, due 2025		1,124		(125)		1,160		(125)
$600, 4.30% Notes, due 2023		598		-		646		-
$450, 3.85% Notes, due 2024 (1)		241		-		262		-
$500, 3.35% Notes, due 2026		497		-		543		-
$350, 4.50% Notes, due 2043 (1)		116		-		133		-
$350, 5.65% Notes, due 2043		342		-		470		-
$400, 5.50% Debentures, due 2035		396		-		528		-
$500, 5.85% Debentures, due 2040		492		-		689		-
Total		3,806		(125)		4,431		(125)
Long-term portion		3,806		(125)


	Carrying Amount				Fair Value
December 31, 2020	Primary Debt Instruments		Derivative Instruments (Asset)		Primary Debt Instruments		Derivative Instruments (Asset)
C$1,400, 2.239% Notes, due 2025		1,093		(100)		1,151		(100)
$600, 4.30% Notes, due 2023		597		-		657		-
$450, 3.85% Notes, due 2024 (1)		241		-		266		-
$500, 3.35% Notes, due 2026		497		-		557		-
$350, 4.50% Notes, due 2043 (1)		116		-		130		-
$350, 5.65% Notes, due 2043		342		-		471		-
$400, 5.50% Debentures, due 2035		395		-		531		-
$500, 5.85% Debentures, due 2040		491		-		696		-
Total		3,772		(100)		4,459		(100)
Long-term portion		3,772		(100)

(1)	Notes were partially redeemed in October 2018.

Page

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:



June 30, 2021				Total

Assets	Level 1	Level 2	Level 3		Balance

Money market accounts	-	1,990	-		1,990

Other receivables (1)	-	-	37		37

Financial assets at fair value through earnings	-	1,990	37		2,027

Financial assets at fair value through other comprehensive income (2)	28	22	-		50

Derivatives used for hedging (3)	-	125	-		125

Total assets	28	2,137	37		2,202

Liabilities

Contingent consideration (4)	-	-	(2)		(2)

Financial liabilities at fair value through earnings	-	-	(2)		(2)

Total liabilities	-	-	(2)		(2)



December 31, 2020				Total

Assets	Level 1	Level 2	Level 3		Balance

Money market accounts	-	1,476	-		1,476

Warrants (5)	-	-	517		517

Other receivables (1)	-	-	17		17

Financial assets at fair value through earnings	-	1,476	534		2,010

Financial assets at fair value through other comprehensive income (2)	27	19	-		46

Derivatives used for hedging (3)	-	100	-		100

Total assets	27	1,595	534		2,156

Liabilities

Contingent consideration (4)	-	-	(3)		(3)

Financial liabilities at fair value through earnings	-	-	(3)		(3)

Total liabilities	-	-	(3)		(3)

(1)	Receivables under indemnification arrangement (see note 18).

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

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

(4)	Obligations to pay additional consideration for prior acquisitions, based upon performance measures contractually agreed at the time of purchase.

(5)	Warrants related to the Company’s former investment in Refinitiv (see note 8).

The receivable from the indemnification arrangement is a level 3 in the fair value measurement hierarchy. The increase in the receivable between December 31, 2020 and June 30, 2021 reflected additional payments that are expected to be recovered and a fair value loss based on interest rates associated with the indemnifying party’s credit profile.

Page 59

The following reflects the change in the fair value of the Refinitiv warrants, which are a level 3 in the fair value measurement hierarchy, for the six months ended June 30, 2021:



	Six months ended June 30,

	2021
December 31, 2020		517
Gain recognized prior to the sale of Refinitiv to LSEG within other operating gains, net		9
Exercise of warrants on date of sale of Refinitiv to LSEG (see note 8)		(526)
June 30, 2021		-

The Company recognizes transfers into and out of the fair value measurement hierarchy levels at the end of the reporting period in which the event or change in circumstances that caused the transfer occurred. There were no transfers between hierarchy levels for the six months ended June 30, 2021.

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 cross-currency interest rate swaps are calculated as the present value of the estimated future cash flows based on observable yield curves;

●

The fair value of other receivables considers estimated future cash flows, current market interest rates and

non-performance

risk; and

●

The fair value of contingent consideration is calculated based on estimates of future revenue performance.

Valuation of the Refinitiv Warrants at December 31, 2020

●

On August 1, 2019, the Company and private equity funds affiliated with Blackstone agreed to sell Refinitiv, in which the Company owned a 45% interest, to LSEG, in an all share transaction which closed on January 29, 2021 (see note 8). Under the terms of the warrant agreement, the transaction constituted a change in control whereby the exercise of the warrants in connection with the closing of the transaction entitled the Company to an additional 4.5 million shares of YPL. The value of the warrants at December 31, 2020 reflected the entry into a definitive agreement for the sale of the Refinitiv business on August 1, 2019. The closing of the transaction on January 29, 2021 was not considered an adjusting subsequent event, and therefore the value at December 31, 2020 was not adjusted to incorporate the closing of the transaction. As such, the value was primarily based on the number of incremental shares in YPL to which the Company was entitled upon closing and the share price of LSEG on December 31, 2020. The valuation also incorporated (on a weighted-average basis) other outcomes

based on the likelihood (at the time) of the

transaction closing in the first quarter of 2021.

●

The Monte Carlo simulation approach, which was incorporated into the valuation of the Refinitiv warrants, generates values based on the random outcomes from a probability distribution. Key inputs under the Monte Carlo approach include

: the estimated equity value of Refinitiv; the capitalization structure of Refinitiv; the expected volatility; the risk-free rate of return; annual dividends or distributions; and assumptions about the timing of a liquidity event.

Note 12: Other

Non-Current

Assets



	June 30,		December 31,

	2021		2020

Net defined benefit plan surpluses		170		128

Cash surrender value of life insurance policies		344		334

Deferred commissions		101		105

Other financial assets (see note 11)		243		198

Other non-current assets (1)		71		23

Total other non-current assets		929		788

(1)	Includes a tax receivable from HM Revenue & Customs (“HMRC”) of $56 million at June 30, 2021 (see note 18).

Page 60

Note 13: Payables, Accruals and Provisions



	June 30,		December 31,

	2021		2020

Trade payables		146		217

Accruals		701		761

Provisions		108		111

Other current liabilities		68		70

Total payables, accruals and provisions		1,023		1,159

Note 14: Provisions and Other

Non-Current

Liabilities



	June 30,		December 31,

	2021		2020

Net defined benefit plan obligations		516		598

Other financial liabilities (see note 11)		192		224

Deferred compensation and employee incentives		105		111

Provisions		108		140

Other non-current liabilities		6		10

Total provisions and other non-current liabilities		927		1,083

Note 15: Capital

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

The Company may buy back shares (and subsequently cancel them) from time to time as part of its capital strategy. On August 5, 2021, the Company announced that it plans to repurchase up to

$1.2

billion of its common shares (see note 20). This new buyback program is in addition to the $200

million repurchase program that was completed in February 2021. Share repurchases are typically executed under a NCIB. Shares will be repurchased for the new buyback program under an amended NCIB, which was approved by the TSX. The amended NCIB will become effective on August 10, 2021. The amended NCIB increases the maximum number of common shares that may be repurchased by an additional

15 million. Under the amended NCIB, up

to 20 million

common shares may be repurchased between January 4, 2021 and January 3, 2022. The NCIB, as originally approved in December 2020, contemplated the repurchase of up to 5 million common shares. Under the amended NCIB, the Company may repurchase common shares 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 and/or NYSE or under applicable law, including private agreement purchases if the Company receives an issuer bid exemption order from applicable securities regulatory authorities in Canada for such purchases. The price that the Company will pay for shares in open market

ransactions under the NCIB will be the market price at the time of purchase or such other price as may be permitted by TSX.

The Company did not repurchase any shares in the three months ended June 30, 2021 and 2020. Details of share repurchases under the NCIB for the six months ended June 30, 2021 and 2020 were as follows:



	Six months ended June 30,

	2021		2020

Share repurchases (millions of U.S. dollars)		200		200

Shares repurchased (number in millions)		2.5		2.6

Share repurchases - average price per share in U.S. dollars	$	81.45	$	78.37

Decisions regarding any future repurchases will depend on factors, such as market conditions, share price, and other 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 a plan with its broker on December 2

, 2020. As a result, the Company recorded a

$200 million liability in “Other financial liabilities” within current liabilities at December 31, 2020 with a corresponding amount recorded in equity in the consolidated statement of financial position.

Page 61

Dividends

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



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020

Dividends declared per common share		$0.405		$0.380		$0.810		$0.760

Dividends declared		200		188		400		376

Dividends reinvested		(6)		(6)		(12)		(12)

Dividends paid		194		182		388		364

Note 16: Supplemental Cash Flow Information

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



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020

Non-cash employee benefit charges		39		44		78		84

Net (gains) losses on foreign exchange and derivative financial instruments		(3)		13		3		(33)

Net (gains) losses on disposals of businesses and investments		(8)		(2)		(8)		1

Revaluation of Refinitiv warrants (see note 11)		-		(54)		(9)		(1)

Fair value adjustments		6		3		2		(20)

Other		(1)		(21)		(3)		(37)

		33		(17)		63		(6)

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



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020

Trade and other receivables		8		30		102		65

Prepaid expenses and other current assets		15		18		(1)		(8)

Other financial assets		1		2		18		41

Payables, accruals and provisions		(46)		(40)		(175)		(275)

Deferred revenue		89		(21)		57		(54)

Other financial liabilities		-		(2)		(18)		(41)

Income taxes (1)		(24)		23		860		62

Other		(28)		(17)		(43)		(40)

		15		(7)		800		(250)

(1)	The six months ended June 30, 2021 reflects working capital associated with current tax liabilities on the LSEG transaction and subsequent sale of LSEG shares (see note 8).

Details of income taxes paid are as follows:



	Three months ended June 30,				Six months ended June 30,

	2021		2020		2021		2020

Operating activities - continuing operations		(65)		(25)		(101)		(36)

Operating activities - discontinued operations		-		7		(2)		2

Investing activities - continuing operations		(438)		-		(444)		-

Investing activities - discontinued operations (1)		-		-		(42)		-

Total income taxes paid		(503)		(18)		(589)		(34)

(1)	Reflects payments made to HMRC (see note 18).

Page

Note 17: 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. The results of acquired businesses are included in the consolidated financial statements from the date of acquisition. Acquisitions also include investments in equity method investments.

Acquisition activity

The Company did not acquire any businesses in the six months ended June 30, 2021 and acquired one business in the six months ended June 30, 2020. The related total consideration was as follows:



	Six months ended June 30,

Total consideration	2021		2020

Business acquired		-		121

Less: Cash acquired		-		(1)

Business acquired, net of cash		-		120

Contingent consideration payments		3		2

		3		122

The following provides a brief description of the acquisition completed during the six months ended June 30, 2020:

Purchase price allocation

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:



	Six months ended June 30,

	2020
Cash and cash equivalents		1
Trade receivables		3
Current assets		4
Computer software		16
Other identifiable intangible assets		6
Total assets		26
Payables and accruals		(2)
Deferred revenue		(1)
Other financial liabilities		(2)
Current liabilities		(5)
Provisions and other non-current liabilities		(1)
Deferred tax		(3)
Total liabilities		(9)
Net assets acquired		17
Goodwill		104
Total		121

The excess of the purchase price over the net assets acquired was recorded as goodwill and reflects synergies and the value of the acquired workforce. The majority of goodwill for the acquisition completed in 2020 is not expected to be deductible for tax purposes.

The acquisition transaction was completed by acquiring all equity interests of the acquired business.

Other

The revenues and operating profit of the acquired business since the date of acquisition were not material to the Company’s results of operations.

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Note 18: Contingencies

Lawsuits and legal claims

The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, employment matters, commercial matters, defamation claims and intellectual property infringement claims. 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. When appropriate, the Company performs an expected value calculation to determine its provisions. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances. 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.

In February 2018, the U.K. tax authority, HM Revenue & Customs (“HMRC”), issued notices of assessment under the Diverted Profits Tax (“DPT”) regime for the 2015 taxation year of certain of the Company’s current and former U.K. affiliates. The Company paid $31 million in tax, as required under the notices. As management does not believe that these U.K. affiliates fall within the scope of the Diverted Profits Tax regime, the Company appealed these assessments in July 2019 to obtain a refund. In February 2021, HMRC issued DPT notices for the 2016 taxation year aggregating $87

million, which the Company paid in March 2021, as required under the notices. In June 2021, HMRC issued preliminary DPT notices for the 2018 taxation year for approximately $266 million, which the Company expects to be required to pay in September 2021. In addition, based on recent discussions with HMRC, management believes it is reasonably possible that HMRC may issue similar notices in the

six

months

for another taxation year for as much as $80 million. These outstanding and expected assessments largely relate to businesses that the Company has sold. Certain of the assessments are subject to indemnity arrangements under which the Company has been or will be required to pay additional taxes to HMRC, including those attributable to the indemnity counterparty. The Company intends to vigorously defend its position by contesting the outstanding and expected assessments through all available administrative and judicial remedies. Any payments made by the Company are not a reflection of its view on the merits of the case. Because management believes that its position is supported by the weight of law, it does not believe that the resolution of this matter will have a material adverse effect on the Company’s financial condition taken as a whole.

As a result, the Company would expect to record substantially all of these payments as non-current receivables from HMRC and the indemnity counterparty on its financial statements since the Company would expect to receive refunds of substantially all of the aggregate amount paid pursuant to these notices of assessment. The Company expects that its existing sources of liquidity will be sufficient to fund any required payments.

Page

Note 19: Related Party Transactions

As of June 30, 2021, the Company’s principal shareholder, The Woodbridge Company Limited, beneficially owned approximately 66% of the Company’s common shares.

n March 2021, the Company received a dividend of

$994

million

related to the sale of LSEG shares

from YPL, an equity method investment

n June 2021, the Company received a

dividend of

$51

million from YPL, reflecting the Company’s portion of dividends from LSEG (see note 8).

Except for the above transactions, there were no new significant related party transactions during the first six months of 2021. Refer to “Related party transactions” disclosed in note 31 of the Company’s consolidated financial statements for the year ended December 31, 2020, which are included in the Company’s 2020 annual report, for information regarding related party transactions.

Note 20: Subsequent Events

Share Repurchases

On August 5, 2021, the Company announced that it plans to repurchase up to

$1.2 billion

of its common shares. The completion of this program will depend on factors such as market conditions, share price and other opportunities to invest capital for growth.

Page



(millions of U.S. dollars)	Stated share capital		Contributed surplus		Total capital		Retained earnings		Unrecognized (loss) gain on financial instruments		Foreign currency translation adjustments		Total accumulated other comprehensive loss (“AOCL”)		Total equity

Balance, December 31, 2020		3,719		1,739		5,458		5,211		(8)		(681)		(689)		9,980

Net earnings		-		-		-		6,104		-		-		-		6,104

Other comprehensive income (loss)		-		-		-		96		19		(65)		(46)		50

Total comprehensive income (loss)		-		-		-		6,200		19		(65)		(46)		6,154

Dividends declared on preference shares		-		-		-		(1)		-		-		-		(1)

Dividends declared on common shares		-		-		-		(400)		-		-		-		(400)

Shares issued under Dividend Reinvestment Plan (“DRIP”)		12		-		12		-		-		-		-		12

Stock compensation plans		84		(52)		32		-		-		-		-		32

Balance, June 30, 2021		3,815		1,687		5,502		11,010		11		(746)		(735)		15,777



(millions of U.S. dollars)	Stated share capital		Contributed surplus		Total capital		Retained earnings		Unrecognized loss on financial instruments		Foreign currency translation adjustments		AOCL		Total equity

Balance, December 31, 2019		3,576		1,801		5,377		4,965		(3)		(779)		(782)		9,560

Net earnings		-		-		-		319		-		-		-		319

Other comprehensive income (loss)		-		-		-		19		(29)		(217)		(246)		(227)

Total comprehensive income (loss)		-		-		-		338		(29)		(217)		(246)		92

Dividends declared on preference shares		-		-		-		(1)		-		-		-		(1)

Dividends declared on common shares		-		-		-		(376)		-		-		-		(376)

Shares issued under DRIP		12		-		12		-		-		-		-		12

Repurchases of common shares (see note 15)		2		-		2		(2)		-		-		-		-

Stock compensation plans		96		(74)		22		-		-		-		-		22

Balance, June 30, 2020		3,686		1,727		5,413		4,924		(32)		(996)		(1,028)		9,309



			Three months ended June 30,				Six months ended June 30,

(millions of U.S. dollars, except per share amounts)	Notes		2021		2020		2021		2020

CONTINUING OPERATIONS

Revenues		2		1,532		1,405		3,112		2,925

Operating expenses		5		(1,036)		(929)		(2,054)		(1,946)

Depreciation				(42)		(43)		(88)		(83)

Amortization of computer software				(122)		(118)		(237)		(229)

Amortization of other identifiable intangible assets				(30)		(30)		(61)		(60)

Other operating gains, net		6		14		80		31		48

Operating profit				316		365		703		655

Finance costs, net:

Net interest expense		7		(49)		(52)		(100)		(97)

Other finance income (costs)		7		2		(13)		(4)		34

Income before tax and equity method investments				269		300		599		592

Share of post-tax earnings (losses) in equity method investments		8		1,092		(153)		7,389		(207)

Tax expense		9		(289)		(16)		(1,883)		(63)

Earnings from continuing operations				1,072		131		6,105		322

Loss from discontinued operations, net of tax				(4)		(5)		(1)		(3)

Net earnings				1,068		126		6,104		319

Earnings attributable to common shareholders				1,068		126		6,104		319

Earnings (loss) per share:		10

Basic earnings per share:

From continuing operations				$2.16		$0.26		$12.31		$0.65

From discontinued operations				(0.01)		(0.01)		(0.01)		(0.01)

Basic earnings per share				$2.15		$0.25		$12.30		$0.64

Diluted earnings per share:

From continuing operations				$2.16		$0.26		$12.28		$0.65

From discontinued operations				(0.01)		(0.01)		-		(0.01)

Diluted earnings per share				$2.15		$0.25		$12.28		$0.64