Thomson Reuters Corp

TSX:TRI

Earnings Call Transcript 2018-Q2

[Operator]

Ladies and gentlemen, thank you for standing by. Welcome to Thomson Reuters' Second Quarter Earnings Call. [Operator Instructions] As a reminder, today's conference call is being recorded. I would now like to turn the conference over to the Senior Vice President of Investor Relations, Frank Golden. Please go ahead.

[Frank J. Golden, Senior Vice President of Investor Relations]

Thank you, and good morning, everyone. Thanks for joining us today. Our CEO, Jim Smith; and our CFO, Stephane Bello, will review the results for the second quarter in a moment. [Operator Instructions] Today's results are shown for our continuing operations defined as Legal, Tax and Reuters News, and I'll remind you that consistent with how we reported Q1, the Financial & Risk business is classified as a discontinued operation and will continue to be shown that way until we close the transaction with Blackstone. Therefore, adjusted earnings per share do not reflect any revenue or operating income contribution from the Financial & Risk business. Now as you will hear from Jim, we expect the F&R transaction with Blackstone to close early in the fourth quarter. And although we are not yet in a position to provide specifics regarding the planned tender offer or SIB, we do expect to be able to provide details once we have greater clarity on the actual closing date of the transaction. Lastly, in today's press release, we include a schedule of Financial & Risk results for the second quarter and year-to-date. The information included in the schedule will be provided each quarter following the close of the transaction. And as a reminder, throughout today's presentation, when we compare performance period-on-period, we discuss revenue growth rates before currency as we believe this provides the best basis to measure the underlying performance of the business. Now today's presentation contains forward-looking statements. Actual results may differ materially due to a number of risks and uncertainties that we discuss in reports and filings that we provide to regulatory agencies. You can access these documents on our website or by contacting our Investor Relations Department. I'd now like to turn the call over to Jim Smith.

[James C. Smith, President, CEO & Director]

Good morning. Thank you for joining us today. I plan to cover 3 topics this morning. First, I'll review our results for the quarter. Second, I'll provide a preview of the new organization structure we announced several weeks ago. And lastly, I'll update you on the timing of status of the partnership venture with Blackstone. Now for the results. I'm pleased with our results for the quarter as we're tracking the plan, and we're also pleased to reaffirm our full year 2018 outlook. The reported results include our Legal, Tax and Reuters News businesses, and they exclude Financial. Let me start by pointing out that currency had no impact on our consolidated results for the quarter as a 100-basis point positive impact on Legal's reported revenue growth was offset by a 100 basis point negative impact on Tax & Accounting. Revenues rose 2% to $1.3 billion, with Legal and Tax both up 3% on a reported basis. And as expected, both EBITDA margin and earnings per share declined from the prior year period due to higher Corporate costs related to the transaction with Blackstone and investments being made to reposition the company post-close. Adjusted EBITDA for the quarter was down 8% to $348 million, and the margin was 26.5% versus 29.7% a year ago. Adjusted EPS came in at $0.17, a $0.02 decline from a year ago. And lastly, the Financial business grew by 3%, both organically and on a reported basis during the quarter. Stephane will provide more detail in a moment related to the results for the Financial business.Now following the close of the deal with Blackstone, Thomson Reuters will be in a position to play offense, with the businesses where we already have leading positions and where we're considered trusted partner by our customers. We now have a chance to further build upon these positions. And to help facilitate that objective, we recently put in place a new organizational structure. This new structure includes our 3 core customer segments: Legal Professionals, Tax Professionals and Corporates, in addition to Reuters News. We will also report our global print businesses as a separate segment as the growth dynamics in these businesses are quite different from the other segments, and they need to be managed differently. We will begin reporting on this new basis starting with our fourth quarter results. This new structure is intended to move decision-making closer to the customer and allow us to serve customers better with the full suite of our offerings.In June, we announced the appointment of Brian Peccarelli and Neil Masterson as Co-Chief Operating Officers. Brian is managing 3 customer-facing operations: Legal Professionals, Tax Professionals and Corporates, which comprise about 80% of our total revenues. He has managed the company's fastest-growing business, Tax & Accounting, for more than 7 years and brings a proven track record of successfully leading organizations that deliver sustained profitable growth.Neil Masterson will manage commercial technology operations, including helping to build sales capabilities, expanding the digital customer experience and delivering simplified, scalable approaches to product and content development. As most of you on this call know, Neil has successfully managed the company's transformation efforts since 2013. He brings a proven track record of driving efficiencies and productivity, and I am confident Neil will have similar success in this new role. Now let me move to the next slide and look at each of the segments in a bit more detail. The chart on the left side reflects our current reporting structure, which represents a more product-centric focus. The chart on the right reflects the way we will report fourth quarter results in February, representing a customer-centric focus. I want to draw your attention to the chart on the right and in particular, the Legal Professionals, Tax Professionals and Corporate segments that comprise 80% of our total revenues. They grew 4.4% in 2017.To ensure that we continue to effectively serve our Professional clients and empower their success, we plan to ramp up investment, both organically and inorganically, in this segment. Our already strong positions in these markets, coupled with further investments, means these segments will comprise an increasing proportion of our total revenues, which is expected to lead to higher growth. We're fortunate to have solid businesses as well as the capital required to execute on our ambition. Now as I said last quarter, we have a bright future doing what we do best, combining information, technology and human expertise to provide trusted answers. It is the combination of these 3 capabilities fused together that provide the core strength of our business. These capabilities are evident in the launch of our new and innovative Legal product, Westlaw Edge, which is a prime example of the advanced technology we're bringing to our Legal customers.In fact, let me spend a little more time on this new platform, which is, by far, our biggest and most innovative product launch since WestlawNext in 2010. Westlaw Edge has been developed for all parts of the Legal market, including large, mid- and small law firms, corporate counsels as well as government attorneys. It is built on more than 100 years of attorney-edited annotations, and it is powered by a state-of-the-art artificial intelligence. The product was built in-house by our AI team in Toronto, working hand in glove with our Legal expert team in Eagan, Minnesota, and they have done a truly terrific job. It's been extremely well received by customers and the media alike as you can see from some of the quotes on the slide. Westlaw Edge is being offered at a premium to WestlawNext, and we expect that it will contribute to the improving overall revenue growth dynamics of our Legal business. Now a few specifics. Westlaw Edge leverages the latest AI and sophisticated editorial enhancements to deliver 4 new innovations. First, it's powered by new and enhanced search engine. It can answer thousands of legal questions and find the most responsive text for user questions, whether they're simply serving up the relevant documents. Second, litigation analytics enables lawyers to find insights and information about how a specific judge rule for certain types of cases and provides data that an opposing counsel's experience with a particular type of matter. And it delivers information regarding how long it may take for a judge to rule on a motion or a case, which enables an attorney to provide better representation. Third, the new keycite overruling risk feature tackles one of the hardest problems for lawyers, recognizing invalid law that's not been explicitly overruled. It warns attorneys about invalid or questionable cases, saving time and increasing certainty. And fourth, the statutes compares allows users to easily compare the language of a statute to its prior version, which saves a lot of time when dealing with lengthy and numerous statutory changes. These powerful tools enable customers to more effectively practice law while further strengthening our leading position. We look forward to sharing more with you at our Investor Day in the fourth quarter. Let me now update you on our transaction with Blackstone. We continue to make good progress and expect the transaction to close early in the fourth quarter subject to customary closing conditions, given that substantially all required regulatory approvals have been received. The operational readiness work streams that were required for both companies to stand on their own on day 1 are well on track. And since July, we have essentially been operating as 2 separate companies having designated people, cost, real estate, data centers and other resources to each business. We also have work streams in process to assess how much and how quickly we can reduce or eliminate stranded costs. And from a debt rate standpoint, Blackstone continues to move forward with arrangements for the financing and expects to commence the road show in September.Now as a refresher, this is the chart we showed last quarter that reflects how we expect to utilize the proceeds from the transaction with Blackstone. There are no changes to what we previously disclosed. We continue to expect to return between $9 billion and $10 billion of capital to shareholders, and a significant portion of this return is likely to be in the form of a tender offer or substantial issuer bid. We're still discussing the exact structure and timing of this return with both our advisers and our board, and we expect to have more to share with you in the coming weeks. We also continue to expect Woodbridge to participate on a pro-rata basis in the substantial issuer bid in order to maintain an attractive level of public float and market liquidity post transaction. With that, let me now turn it over to Stephane.

[Stephane Bello, Executive VP & CFO]

Thanks, Jim, and good morning or good afternoon to all of you. Before I turn to the results, let me remind you, once again, that our Financial business is now excluded from our consolidated results and is reported as a discontinued operation. And since this business represented more than half of our revenue base, all Financial results are currently distorted as we navigate through the transition towards a smaller but more focused business.Specifically, our profitability metrics at the consolidated level are depressed by stranded costs and charges resulting from the separation. As discussed previously, we intend to gradually eliminate most of these stranded costs over the next 18 months. And importantly, virtually all of these costs are held within the Corporate center, meaning that the performance by business unit will remain relatively clean throughout this transition period.Also while our EBITDA performance no longer includes the contribution from our Financial business, our debt level and share count both remain essentially unchanged until after the transaction closes. At which point, we expect to use a large portion of the cash proceed to buy back shares and to reduce our outstanding debt, and this will, in turn, allow us to bring down our interest expense and improve both earnings per share and free cash flow per share. We tried to give you as much transparency, and we will continue to try to give you as much transparency as possible on these various distorting factors, but it will take a few quarters before their impact fully dissipates.Now as we always do, I will talk to revenue growth before currency. So on a constant currency basis, second quarter revenues were up 2%. Adjusted EBITDA was down 8%, with the margin down about 300 basis points versus the restated prior year period. This was driven, as Jim mentioned earlier, primarily by additional costs and investments related to the separation of the 2 companies and also due to lower margins at the business unit level. And I will provide some additional color on these factors in the next few slides. But first, let me provide additional detail on the revenue growth performance of both Thomson Reuters and the Financial business. For Thomson Reuters, reported revenues grew 2%, and currency had no impact. And for Financial & Risk business, reported revenues grew 3%, with 1% of the improvement coming from currency. Breaking down the growth rate further by revenue guide, in Thomson Reuters, our core recurring revenue base grew 4%, while transaction and print revenues declined as we had expected. In Financial & Risk, transaction revenues had another very strong quarter, up 7%, and recurring revenue growth, excluding recoveries, exhibited the improvement that we have been anticipating, growing 2% during the quarter. As I stated last quarter, revenue growth is the #1 priority for both businesses. In the case of Thomson Reuters, our core subscription base is already growing at 4% today. And with leading positions, investment and focus, we are confident in our ability to improve the growth trajectory of the company over the next several quarters.For Financial & Risk, the strategic partnership with Blackstone is expected to help accelerate the growth trajectory of the business, given Blackstone's deep and strategic relationships with the financial services industry.Now let me provide some additional color on the performance of our individual segments, starting with Legal. Overall, Legal revenues were up 2% for the second consecutive quarter and were up 4% excluding print. While this growth rate is still below our aspirations, Legal's performance in the first half of the year was at its strongest level since 2015.Recurring revenues, which make up almost 3/4 of the total, were up a healthy 4%. Transactions, representing 9% of the total, were flat. And global print, which makes up the remaining 18% of revenues, was down 5%. From a profitability perspective, Legal's margin was 36.4%, down 150 basis points. This was driven primarily by product and marketing investments associated with the launch of Westlaw Edge.Here's a more detailed look at Legal's revenue performance. Global print declined 5% versus the prior year. On an organic basis, these print revenues declined 6%. Our Global Solutions businesses, which are about 40% of the total, rose 6% versus the prior year. And encouragingly, recurring revenue -- revenues in the Global Solutions business grew 7% during the quarter, which was a slight acceleration from an already consistent, strong performance in recent quarters. And our U.S. Online Legal Information segment was up 2%, and it represented 42% of total revenues. As Jim said earlier, with the launch of Westlaw Edge, we have, once again, revolutionized legal research, using advanced artificial intelligence capabilities to help our customers more effectively practice the law. This new platform is being very well-received by our customers, and we believe that it will allow us to accelerate growth in our U.S. Online Information segment going forward.Now turning to our Tax & Accounting business. Second quarter revenues grew 4%. Recurring revenues, which are about 77% of the total, were up 4% in the quarter while transaction revenues, representing 20% of the total, were flat. Adjusted EBITDA was down 12%, with the margin down about 400 basis points versus the prior year period, primarily due to charges we incurred during the quarter on a long-term contract in the Government business as we worked to deliver on some key milestones later this year.I will remind you, once again, that Tax & Accounting is our most seasonal business, with nearly 60% of full year revenues typically generated in the first and fourth quarters. As such, the margin performance of this business is generally weaker in the second and third quarters, as costs are incurred in a more linear fashion for the year. For the full year, we continue to expect margins for Tax & Accounting business to be in line with or slightly higher than last year.Now looking at Tax & Accounting's results by subsegment. Our Professional business delivered another strong quarter, growing 10%. The Corporate business grew 2%, which was a lower performance than we would typically expect for this business, resulting from a tough prior year comparable when revenues grew 12%. Knowledge Solutions grew 1%, while the smaller Government segment grew 5%.Moving on to Reuters News. Results from this segment do not yet reflect any payment from the Financial & Risk business. Once the transaction closes, Reuters News revenues will increase by about $325 million annually, but this additional revenue will have little, if any, EBITDA benefit, as it is essentially covering the cost of providing the news service to the partnership. So during the quarter, Reuters News revenues were down $2 million, and EBITDA declined $1 million from the prior year period.Let me now speak for a moment to the performance of our Financial & Risk business, which is reported as a discontinued operation. As I mentioned last quarter, the information presented on this slide reflects the metrics that we will continue to report once the transaction closes, which should allow you to value a 45% interest ownership in the partnership. So F&R revenues grew 2% in the second quarter to $1.6 billion, and on an organic basis, revenues increased 3%. Continued market volatility led to a 7% growth in transaction revenues, driven by our foreign exchange business and by trade war. And importantly, on an organic basis, transaction revenues grew 14% during the quarter. Adjusted EBITDA rose 3% to $472 million, with the margin down 10 basis points to 30.4%. On a constant currency basis, the margin was up 50 basis points, driven by profitable transaction revenue growth, partly offset by cost related to the separation from Thomson Reuters. So if you exclude the separation cost as well as the impact of currency, adjusted EBITDA increased an impressive 13%, and the margin increased 300 basis points. And finally, free cash flow for the first 6 months of the year was $380 million, an increase of about $100 million driven by higher EBITDA.Now let me turn to our earnings per share and free cash flow performance, and I will also update you on our expectations for Corporate costs over the balance of the year. So starting with our earnings per share. Adjusted EPS in the quarter decreased by $0.02 to $0.17 per share. As shown on this slide, this was driven by lower adjusted EBITDA, resulting primarily from stranded and onetime separation costs, which amounted to about $45 million in the second quarter of 2018. Currency had no impact on earnings per share during the quarter.As I stated earlier, our earnings per share performance is impacted by Financial & Risk being classified as a discontinued operation and removed from our consolidated results. We expect earnings per share to improve in 2019, as we deploy the $17 billion in cash proceeds to reduce both our share count and our outstanding debt, as Jim outlined earlier. Let me now turn to our free cash flow performance for the first 6 months of the year. Our reported free cash flow was $675 million during the first half versus a negative $5 million in the prior year period. So that was an improvement of a little under $700 million. As shown on this slide, there are a number of distorting factors which impact our free cash flow performance. So this slide should give you a clearer picture of the underlying free cash flow performance.Working from the bottom of the page upwards, the Financial & Risk component of our free cash flow was up over $100 million from the prior year, primarily due to higher EBITDA. Also, in the first half of last year, we had $49 million in costs related to the IP & Science transaction. We also made a $500 million pension contribution, and we also made payments related to the charge we took in the fourth quarter of 2016. If you exclude these items, comparable free cash flow from continuing operations was $297 million, a slight reduction from the prior year period. This next slide represents our current expectations of the phasing of Corporate costs for the second half of this year as well as for 2019 and 2020. Let me start by saying that none of the annual estimates have changed from what we showed you last quarter. Spend in the second quarter was lower than we had anticipated at $72 million, and this is primarily timing related. As you can see on this slide, we are increasing the estimated spend in both Q3 and Q4 by $35 million each. So we now anticipate the total Corporate costs in the third quarter will be a bit above $200 million, and in Q4, that it will range between $175 million and $275 million. Again, no change to the full year amount. The ramp-up in spending is driven by an increase in stranded costs, as we approach the separation time and also by the timing of investments and charges that we paid in the ongoing business to replicate functions, to eliminate stranded costs and to build digital capabilities for the new Thomson Reuters. What's reflected on this slide is our current best estimate, and these numbers are very likely to fluctuate somewhat based on a number of factors. We will, of course, firm up the numbers after the transaction closes. At which time, we should have a much greater visibility regarding the exact timing of these costs.And finally, as Jim said in his introduction, we are reaffirming our full year 2018 outlook, which we provided during our first quarter earnings call. With that, let me turn the call back over to Frank to take some of your questions.

[Frank J. Golden, Senior Vice President of Investor Relations]

Thanks, Stephane and Jim, for those remarks. And now we'd like to open it up, operator, for questions. So if we could have the first question, please?

[Operator]

It's from the line of Toni Kaplan with Morgan Stanley.

[Toni Michele Kaplan, Senior Analyst]

In one of your recent filings, you stated that F&R can achieve up to $650 million of run-rate cost savings by the end of a 5-year period following the close of the transaction. I was hoping you could talk about how much you're planning to reinvest and maybe just give a little bit more on what's included in that $650 million. Like you've done a lot of cost-cutting in F&R over the years, and I was just wondering how it was -- how you could identify an additional $650 million. So just wanted to know if it was the result of a new strategy or if you could just give any color, that'd be helpful.

[Stephane Bello, Executive VP & CFO]

So Toni, we will work with our partners at Blackstone obviously to decide how much of the amount of savings we will generate over the next 5 years will be reinvested in the business. To be completely frank with you, I don't think that we have an absolutely firm idea at this point in time. We will evaluate the reinvestment opportunities and decide on that basis. Now where the amount comes from, I would say a portion of the amount was very much included in our future plans. And you see some of the savings continuing to flow through the results this year. You've seen in the second quarter the margin was up a very healthy amount as a result of some of these cost savings. And so they reflect in that $650 million. And I think one of the benefits that the partnership with Blackstone brings is that obviously, they are helping us to relook internally at the cost structure of the Financial business and certainly, are able to add additional contributions to what we would have planned ourselves in terms of cost savings. But if you remember from our earlier remarks last year that we did expect the potential for the business to continue to improve its margin beyond the 30% that we have achieved and that we have targeted 5 years ago. And in Q2 alone, I think the margin was above 33% so continuing improvement, and we expect that to continue going forward.

[Toni Michele Kaplan, Senior Analyst]

Okay, great. And just for my follow-up, we saw earlier in the week that a competitor of yours won a large contract their way in wealth management, away from your F&R business. I guess what happened there? Was it price or service-driven? And how will you, I guess, prevent it from happening going forward?

[James C. Smith, President, CEO & Director]

I'll take that one, Toni. Look, we were very disappointed with the results of that process. We serve 180,000 wealth management professionals and 2,000 firms around the world, and we hate to lose any of them. That particular contract was a unique event. It was the result -- the decision was made at the end of a nearly year-long RFP process that was highly competitive. And at the end of the day, we were not successful. And we're disappointed not to be successful, but we are -- we remain committed to serving those 2,000 firms that still -- that rely upon us for wealth management tools. And we'll do everything that we can to keep serving all of those clients. And by -- and furthermore, we've shifted our focus more to the overarching relationship that we have with Bank of America Merrill Lynch, the parent company, where we see a lot of opportunities to improve that overall relationship. So all in all, we have a good relationship with Bank of America Merrill Lynch. We were disappointed to lose this bit of the business but optimistic about the future.

[Operator]

Next, we go to the line of Paul Steep with Scotia Capital.

[Paul Steep, Analyst]

So could we maybe talk -- Jim, you'd made a comment or 2, I think, this morning about acquisitions, and I think we've had that as a question. Can you talk about how you're thinking about it in terms of -- you've obviously said no new segments. But should we think about these more as deals like a Clarient or a REDI? Or are these more strategic deals? I know it's a hard question, but any insight there would be helpful.

[James C. Smith, President, CEO & Director]

Yes, sure. Thank you very much. I'd just start by saying, as I always do, we will not let cash on the balance sheet burn a hole in our pockets and race to spend it. We'll be as judicious as we ever have been about making those investments. So that's the backdrop. I'll reiterate what I said before, we're not looking for new frontiers to conquer. We believe we have great opportunity in the businesses we have today. But I do think we're analyzing it in the light of the fact that we're in a fundamentally different place than we were. With a couple of the acquisitions that you just mentioned, we're essentially plugging gaps in our product offerings. Post-close, we're going to have the unique position of being market leaders. And what we're looking at are the kinds of acquisitions that could support those market-leading positions by perhaps adding features, functionalities, bringing a certain kind of -- yes, even talent into the organizations, the skills that we don't necessarily have today, but not plugging gaps that we have on our offerings but rather, supplementing and supporting positions of strength.

[Paul Steep, Analyst]

Great. The quick follow-up would be, I guess, for Stephane or either of you, on Legal, within the Global Solutions segment, the first half of the year has been exceptionally strong, I guess, versus our expectation. Can you talk a little bit about what's driven that, in particular?

[Stephane Bello, Executive VP & CFO]

Sure. We were very pleased to see actually the growth rate accelerate in the Legal Solutions business. These are the businesses of -- this really represents the future of our Legal businesses, so we're having -- seeing this acceleration. And particularly, having seen the acceleration happening in the recurring revenue base of the Solutions business was very encouraging. And it's a number of factors. As you know, this Solutions business is not one business. It includes and reflected very strong performance from CLEAR or Government-related product and even FindLaw are doing better than they were last year. So I would say it was pretty consistent across the Solutions business that we saw improvement. And as we look forward to the second half of the year and maybe beyond, what we hope to see is a continuation of the strong performance in the Solutions business and hopefully, an acceleration, a slight acceleration of our performance in the U.S. Online business, which is -- which should be triggered by the introduction of Westlaw Edge, which, as Jim said, is the most profound and innovative product introduction we've done since WestlawNext. So if we can keep the Solutions business continuing to deliver as they've had and accelerate slightly the growth rate in our U.S. Online business, we think that we can be well positioned in the overall Legal segment.

[Operator]

Next, we go to the line of Peter Appert with Piper Jaffray.

[Peter Perry Appert, Managing Director and Senior Research Analyst]

So Jim, I'm wondering if you could just talk a little bit about how you think about the trade-off between your plans for increased investment spending, the desire for faster growth versus profitability. And specifically, I'm wondering if -- at how important improving margins is in the context of driving faster revenue growth.

[James C. Smith, President, CEO & Director]

Well, I think that's the $64,000 question as I say again, and it's something we try to balance all the time, Peter. And I would say the way I look at it is you look at the core growth in our business and remember the dynamics of our business, we have a high fixed cost business. And as we've always said, you kind of get over that 3% organic revenue growth number, you start to see a lot of flow-through. And that should help us on the margin front while, at the same time, we'll make some conscious decisions to invest in things. And some of our newer businesses often come out at lower margins, and some of our new offerings require some added investment. But we try to balance that mix. And once we can get the organic revenue growth accelerating somewhere at or above 3%, we certainly have a lot more room to see margin expansion or to invest in higher top line growth without margin degradation. And that's kind of the way we look at it, and we try to balance that every single day.

[Peter Perry Appert, Managing Director and Senior Research Analyst]

Could I ask you then specifically on Westlaw Edge? You saw a little bit of margin degradation because I think you mentioned the incremental marketing rollout cost, et cetera. Longer term, is Westlaw Edge accretive to the margin? And how big do you think the opportunity is?

[James C. Smith, President, CEO & Director]

Absolutely. I couldn't size it because it's early days now. We're really encouraged about that. The important thing to remember about the Westlaw Edge launch is this is not like a lot of product launches you've seen in the past, where we're going to migrate customers to a new platform, right? These are new tools and capabilities that are built on the existing Westlaw platform, right? And it's being offered as a premium sale to the new Westlaw. So we don't -- we will -- we do not envision a forced migration or a migration strategy. And the way we're bringing this product out, it's a new set of tools that runs on top of the same platform. So therefore, the launch costs and some of the early development costs are in and sunk. They will not be -- those are not ongoing costs. And as we see uptake at a premium price, we think that's going to be accretive.

[Operator]

Next, we go to the line of Manav Patnaik with Barclays.

[Manav Shiv Patnaik, Director & Lead Research Analyst]

My first question is just your decision to make the Corporate line sort of a separate line. Just wondering what the composition there is. And then how we should think about the opportunity?

[Stephane Bello, Executive VP & CFO]

Are you speaking about the Corporate costs or the segment in particular?

[James C. Smith, President, CEO & Director]

Corporate segment.

[Manav Shiv Patnaik, Director & Lead Research Analyst]

No, the Corporate segment that you just -- you're going to break out new.

[James C. Smith, President, CEO & Director]

Oh, sure. Look, I think what we've tried to do is to reflect in the new reporting segments the way we want to manage the business and the way we look at the business. So -- and really to get our organization focused around and organized around the customer segments as opposed to the product groups, right? And so that's why the role looks like Tax Professionals, Legal Professionals and Corporates. If you look at the suite of tools that we provide into corporations, they are different. We share some of the same underlying content. We share some of the same underlying, say, Legal and Tax research products and things like that. But we have specific tools for corporate tax departments that we only sell to corporate tax departments. We have specific tools for compliance professionals that are largely sold into compliance officers. We have specific tools for general counsels, things that allow them to manage their legal affairs and their -- control the kind of flow of matters with outside counsel, track their spending with outside counsel, analytics around all that kind of stuff, and those are sold into corporations. And frankly, we think we have an opportunity with greater focus on those corporations to expand our relationships in each of those -- into each of those corporations by increasing the cross-selling and upselling that will be possible with the right kind of focus.

[Manav Shiv Patnaik, Director & Lead Research Analyst]

Okay, got it. And then just on the $1 billion to $3 billion that you plan on using for M&A. Just for perspective, like are these deals that you've been tracking for a while and now that the separation of F&R is happening, you can actually use the cash? Or -- just some perspective on was this something you would have done before? Or is this just being enabled now with the proceeds?

[James C. Smith, President, CEO & Director]

No, I don't think we've ever felt constrained in the past by financial limits or strictures. We have always been looking at opportunities in the market. We've been really focused on organically driving the business forward, getting off of the kind of growth by acquisition train that we were on. We never ever intend to go back to the days of doing 2 dozen acquisitions a year, but we've always been looking at a couple of moves that could really strengthen our leading position. And should those things come to pass, we -- and the opportunity to be right and the investment makes sense, we would move on them, but we would have in the past anyway. It just gives us even greater, I guess, flexibility in doing that. And I would say again, we're not going to go back to the days of doing tons of small -- of fold-in acquisitions, but rather, there'll be some tactical things that we'll do. But we're looking at other moves that can strengthen the leading market positions we have.

[Operator]

And next, we go to the line of Andrew Steinerman with JPMorgan.

[Andrew Charles Steinerman, Managing Director]

Jim, could you give us a sense of the current selling environment of Thomson's Legal Professional market? And when I look at Slide 17, which is the legal revenue by segment, how much is Thomson Legal revenue growth tied to Legal Professional headcount? And does the pricing mechanism of Westlaw Edge position any shift away from ties to headcount?

[James C. Smith, President, CEO & Director]

Look, I think that what we're seeing in the competitive environment in Legal is a bit of a Tale of 2 Cities, right? If you look at overall Legal demand, overall Legal demand was up in the second quarter over the first quarter, which is encouraging to see, and the first quarter was up over the preceding quarter. So we're seeing an increase in demand there. But it is a Tale of 2 Cities in that the largest law firms in, say, the AM Law 100, the Magic Circle, are benefiting disproportionately through -- from this increased demand. And we're seeing more pressure in medium and smaller law firms. I will not go into the specific pricing around Westlaw Edge because we are just introducing it. We have had great success in selling it as a premium product. We would hope that it would be a bit of insurance against any headcount-related reductions just because of the must-have nature of those tools.

[Operator]

Next, we have a question from Aravinda Galappatthige with Canaccord Genuity.

[Aravinda Suranimala Galappatthige, Managing Director]

With respect to Westlaw Edge, I mean, obviously, with the development of software and AI and machine learning, we're seeing in that landscape a lot of sort of start-ups and maybe some semi-mature companies emerging with lots of interesting products for law firms. Jim, I was wondering if you could talk to sort of how, on one hand, that's an opportunity because it gives you targets for M&A, it gives you targets for partnerships but, on the other hand, potentially represents a threat down the road as these -- some of these entities sort of develop into genuine players in that space. I just wanted to get your thoughts on that longer-term picture.

[James C. Smith, President, CEO & Director]

Sure. Look, I think it's a very exciting place to be, and I think Westlaw Edge is a great example of what you can do if you have a market-leading position, and you continue to innovate. I mean, we built this thing in-house, but we built it based on 100 years of attorney-edited content. We built it on, far and away, the greatest collection of legal data in the world. So we can develop the same kind of tools that many of these start-ups are developing. Yes, and we've worked with them. We look to partner with them. We've considered acquiring them. But in this case, we were actually able to build a better tool than we could buy and one that could scale. And if you just think about the breadth of what we were able to do by pointing those cutting-edge contemporary tools at an absolutely unrivaled set of content, I mean, we're playing these analytics at 8 million federal dockets, the whole Delaware chancery and 100 million state court dockets that we have. No one has anything close to that. So I think it's a great example of what you can do if you have an established position, and you continue to innovate. And remember, we really think our secret sauce is a combination of the content we have, right, the human expertise to make that content relevant and the application of the technology to do that.

[Aravinda Suranimala Galappatthige, Managing Director]

Great. And just a quick follow-up for Stephane, if I may, on the Corporate costs. I know you've visited it back quite well in the prior conference call. But just wanted to get a sense of the onetime cost in that $600 million number. I mean, included in that is a lot of restructuring intended to bring down stranded costs, and part of it is also I know that sort of [indiscernible] the revenues, which you're developing, which also might be onetime in nature. I was wondering if you could sort of break that out for us, Stephane, in terms of what's really onetime just by the nature of that cost.

[Stephane Bello, Executive VP & CFO]

Sure. And I think no change from what we said earlier. These costs, which we told between $500 million and $600 million, I would say, over the next few quarters really, 4 to 5 quarters, are really broken down into 3 main categories. About 1/3 represent investments we got to make to reestablish capabilities we're losing as we separate Financial & Risk. About 1/3 represent costs that we will incur to bring down, also to generate savings that will essentially bring down the stranded costs to the level and the targets that we've outlined, which is bring them down to like less than $50 million in 2020. And the last 1/3 represents new investments we're making in, what we call, new TR, which is really things like digital capabilities and other things like that. So we're taking this opportunity to really try to reposition the business for success going forward in a pretty short period of time and accelerate investments we would otherwise have done over a longer period of time.

[Operator]

Next, we go to the line of David Chu with Bank of America.

[Jitaek Chu, Vice President]

So in the quarter, how much in incremental cost were there for the Legal investment?

[Stephane Bello, Executive VP & CFO]

You mean for Westlaw Edge?

[Jitaek Chu, Vice President]

Yes.

[Stephane Bello, Executive VP & CFO]

It was not huge in the quarter. I think it was maybe about $5 million or around that number. It's going to pick up a little in the third quarter. And that would be the bulk of it, I would say.

[Jitaek Chu, Vice President]

Okay. And then just on -- I'm sorry. Go ahead.

[Stephane Bello, Executive VP & CFO]

No, please go ahead.

[Jitaek Chu, Vice President]

Okay. And then just in terms of F&R and subscriber count, I mean, has -- have you seen any material changes since the Blackstone news?

[James C. Smith, President, CEO & Director]

No. I don't think we've seen any material changes. If we think about it, if you look at the last quarter, net sales were positive. We've been net sales positive in 16 of the last 17 quarters, and so that's ongoing.

[Operator]

Next, we have the line of Doug Arthur with Huber Research.

[Douglas Middleton Arthur, Managing Director & Research Analyst]

Two questions. Stephane, just to go back to Legal, not to beat a dead horse here, but given the incremental marketing and new product investment, do you expect margins in the second half for Legal to be slightly below a year ago? Or is that not the expectation?

[Stephane Bello, Executive VP & CFO]

We would expect the margins for the Legal business in the second half to be very much in line with what they were in the first half.

[Douglas Middleton Arthur, Managing Director & Research Analyst]

Okay. And then Jim, in terms of -- I mean, you talked about a fourth quarter potential close of the F&R deal. Are there any other significant regulatory kind of benchmark time line, the bench you're waiting for here in the next couple of months? Anything specific to get this in...

[James C. Smith, President, CEO & Director]

No. We -- so I mean, obviously, a deal of this size has a number of regulatory hurdles to get through. I'm pleased to report that we are substantially through all of the required regulatory approvals. All of the largest regulators have ruled, not surprisingly. Most countries have their own individual regulators. And we are down to the last mile of regulatory hurdles. And we don't anticipate problems. It just takes time.

[Douglas Middleton Arthur, Managing Director & Research Analyst]

Okay. So you would hope to have that wrapped up sort of in terms of a regulatory review by sometime in September, I would assume.

[James C. Smith, President, CEO & Director]

Yes, absolutely. We would hope it would be actually before that. But it certainly should be. And as we said earlier, the -- I think we said earlier, our anticipation would be to get all those regulatory hurdles cleared by Labor Day. And then Blackstone's intention would be to begin marketing the bonds after Labor Day.

[Operator]

Next, we go to the line of George Tong with Goldman Sachs.

[Keen Fai Tong, Research Analyst]

I'd like to revisit your recent launch of Westlaw Edge. Can you elaborate on when you expect your sales force to be productive in selling this product? And what the phasing of revenue benefits from this launch will look like?

[James C. Smith, President, CEO & Director]

Sure. Well, we had a big session this summer, well, for our sales force, getting folks trained up and familiar with the product. We have [ Spencer ] [indiscernible], they are supporting it. It does take more training. It does -- it takes a bit of time because we have to show people how to use the new power in the tool. So I suspect it'll be a gradual launch and go -- look, we also are going to make certain that we're really successful on the early installations, and that the folks, who take this product, understand how to fully use it. But our sales force has already been trained up on the floors and selling features. And we'll begin -- we have begun rolling it out. I'm delighted to report that the uptake amongst customers who've trialed it has been extremely encouraging. And we'll continue to roll it out. And we think there's a chance that we could have a material number of our customers take this by the end of next year.

[Operator]

It's from the line of Drew McReynolds from RBC Capital Markets.

[Drew McReynolds, Analyst]

Yes. Stephane, just a question for you. Within F&R, you flagged $39 million in separation costs in the quarter. Is that the $35 million in rough quarterly cost that we were adding to F&R per guidance a quarter or so ago?

[Stephane Bello, Executive VP & CFO]

No. Those are really separation cost or onetime cost. So it may include -- so it's not included in the run rate. Things like -- it's not $39 million, but things like branding costs and things like that.

[Drew McReynolds, Analyst]

Okay. Okay. No, that's great. And then bigger question, I guess, either for you Stephane or Jim. Just when we look at M&A, I think for those that have kind of covered the company for quite a long time, when you've done M&A in the past of a certain size, we haven't really got a lot of financial detail around those acquisitions. So I'm just wondering could you update us on the financial criteria that you will stick through as you kind of redeploy that $1 billion to $3 billion in proceeds and particularly, within the context of what presumably will be kind of higher-multiple transactions just given the nature of the M&A market at this point in the cycle?

[James C. Smith, President, CEO & Director]

Sure. Look, it's difficult to give you exact levels of hurdles. And the way -- even in the past, the way we've looked at all acquisitions is on a range of factors. And those factors have to do with the return, the time to integration and a number of factors. And it's always been a traffic light kind of thing. This clearly clears the hurdles, this is questionable, this one doesn't hit the hurdle, but no one traffic light necessarily throws you off if it's the right thing to do strategically or financially for the whole company. I would say that in the future, the kinds of strategic things we're looking at right now, we would look at more holistically in what they do for the whole of the business than necessarily what that individual investment will do as a stand-alone business under our ownership in the future because we're looking at things we can either quickly integrate and put on our broader platform as with Practical Law, which is a great example of bringing that in-house. And then that suddenly supercharged the whole of our online Legal research business and drug along a lot of Westlaw sales and took Westlaw from decline back to growth. And that's encouraging. And that's the way we will look at any other business that we have. Can we draft them onto our platform? And what's the whole of the business look like? Or is there a platform that we can draft some of our things onto and what that whole business look like. So I think we'll take a more holistic impression of how businesses would fit in our current structure. We're going to be religious about understanding how quickly we can integrate these things. I've always said I don't want another office building. I don't want another business system. I don't want another accounting system, another payroll system. All that stuff still applies, but we'll be thinking a lot about how we can support the whole of the business, not just making another acquisition to hold it in a portfolio.

[Frank J. Golden, Senior Vice President of Investor Relations]

So I guess we can tell it's August because that's our last question in the queue. So we'd like to thank you all for joining us today, and we'll be following up with you. Feel free to give us a call with any questions you have. And we'll speak to you again for the third quarter call. Take care. Thank you.

[Operator]

Ladies and gentlemen, this conference is available for a digitized replay after 10:30 a.m. Eastern Time today through August 15 at midnight. You may access the replay service at any time by calling[Audio Gap]