Thomson Reuters Corp

TSX:TRI

Earnings Call Transcript 2019-Q4

[Operator]

Ladies and gentlemen, thank you for standing by. And welcome to the Thomson Reuters fourth quarter earnings conference call. [Operator Instructions] As a reminder, this conference is being recorded. I would like to now turn the conference over to our host, Head of Investor Relations for Thomson Reuters, Mr. Frank Golden. Please go ahead, sir.

[Frank J. Golden, Head of Investor Relations]

Thank you. And good morning. And thanks, everyone, for joining us today. Today is a significant day for Thomson Reuters. Not only are we announcing continued improvement in the performance of the business, but it also marks the beginning of an orderly succession to the next generation of management leadership, which you've seen in today's press release and which Jim will discuss in a moment. We're also joined today by Mike Eastwood, who will succeed Stephane as Chief Financial Officer and who many of you know from having attended investor meetings in which Mike has participated over the past few years. Now as we've done in the past, we'll review the results of the fourth quarter and the full year '19, and we'll then discuss our outlook and priorities for the year ahead. Needless to say, we have a lot to discuss today. [Operator Instructions] Now before we get started, there is one reporting item to call to your attention. Following the completion of our transformation program in the fourth quarter of 2019, we now have a clearer view of how to allocate our enterprise center expenses and certain revenues across our business segments so we've reassessed our allocation methodology. And as a result, we will adjust our cost allocations amongst the business segments beginning in the first quarter of 2020 such that adjusted EBITDA for Reuters News will increase and adjusted EBITDA for our other business segments will marginally decrease. And we'll transfer $14 million of revenues primarily from the Corporates business to our Legal business, where it will be managed and where it fits better. Importantly, there are no, and I repeat, no changes to our consolidated results. I direct you to the Investor Relations section of our website, where we've posted a schedule that reflects our restated full year 2018 and '19 quarterly results in the manner we will begin reporting in 2020 and which I just mentioned. Now before today's presentation, when we compare performance period-on-period, we discuss revenue growth rates before currency as well as on an organic basis as we believe this provides the best basis to measure the underlying performance of the business. Today's presentation contains forward-looking statements. Actual results may differ materially due to a number of risks and uncertainties discussed 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 it over to Jim Smith.

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

Thank you, Frank. And thanks to all of you for joining us today. This is an especially important day for me and Stephane and not only because we can report that we've delivered what we told you we would deliver for the eighth year in a row. Earlier today, I sent a note to my colleagues around the world telling them just how proud I've been to have worked alongside them the past 3 decades. I'm proud of where the business stands today and of the difference we make in the world. We are where we are today because of their hard work. I know I speak for Stephane as well in telling them just how much we've appreciated their support over the years. This morning is also so important because we get to tell you why we are so confident that Thomson Reuters couldn't be in a better place or in better hands for the next chapter in our remarkable story. Steve Hasker and Mike Eastwood are the right team to lead an extraordinary cast of professionals on to unimaginable heights. I look forward to supporting them in that journey. Now for the numbers. 2019 was our first full year of operations since completing the Refinitiv transaction and restructuring Thomson Reuters into customer-focused segments. The results of these changes have been promising, with our organic revenue growth rate accelerating more than 100 basis points compared to 2018 and adjusted underlying EBITDA margin increasing to more than 31%. For the third consecutive quarter, we posted organic revenue growth of 4% in Q4, and the company is positioned to further improve our organic growth rate in 2020. We entered this year with our reorganization and separation from Refinitiv largely behind us. I'm particularly proud of the fact that we were able to fully offset all stranded costs associated with the Refinitiv transaction. What looked like a tall order when we set that objective less than 2 years ago is now done and behind us. We can now dedicate our attention and our investment toward further strengthening our positions and accelerating growth in our core businesses. We entered the year with healthy information services market in general and improving legal and regulatory markets in particular. Demand growth in the U.S. legal market was up more than 1% for the second consecutive year, marking the first time this has occurred in more than 10 years. Regulatory complexity continues to drive demand for solutions that can help clients navigate the maze. Government agencies are increasingly adopting new technology and modernizing long-standing practices. And maybe the most important factor, technology is transforming the practice of law and accounting. Firms recognize the need to invest in technology solutions in order to compete, and they have a preference for fewer, more trusted strategic partners. We are particularly well-suited to leverage our unique position to be that partner. Now to the results for the fourth quarter. Reported revenues, revenues at constant currency and organic revenues were each up 4%. Adjusted EBITDA was $396 million, up 44%. And underlying adjusted EBITDA, which excludes stranded and onetime costs, increased 12% to $502 million. And finally, adjusted EPS was $0.37 per share versus $0.19 per share a year ago. Our Legal, Corporates and Tax & Accounting segments, which make up about 80% of our revenues, recorded another strong quarter, with organic revenue growth of 6%. We expect this solid performance to continue in 2020 for these 3 segments. One particular highlight to note pertains to our Legal business. Organic revenue growth for the quarter and the year was 4%, and momentum continues to improve for both our business and the U.S. legal market overall. Importantly, our net sales momentum, which was particularly strong in the Legal segment, and a retention rate of 91% was up 50 basis points from 2018. This is a positive indicator of the strength of the business. New sales continue to be bolstered by the success of Westlaw Edge, including a multiyear contract we announced in December with the Administrative Office of the U.S. Courts. That contract provides Westlaw Edge and other legal research tools to the federal judiciary. This includes the Supreme Court, all circuit, district and bankruptcy courts as well as federal public defenders, and it follows a similar big win with the U.S. Department of Justice. We believe these marquee reference contracts will provide a knock-on benefit to additional Edge sales this year. Westlaw Edge is now in 100% of U.S. law schools and nearly 50% of AM Law 100 firms. Overall, we've now converted about 1/3 of our Westlaw revenue base to Edge, and we expect this to increase to more than 50% by the end of 2020. This should allow us to post another step-up in Legal's organic growth in 2020. Additionally, Legal's improving revenue growth is leading to increasing operating leverage, reflected in a 10% increase in EBITDA and a nearly 300 basis points improvement in the full year margin versus the prior year. Our Tax and Corporates segment also delivered strong organic growth during the fourth quarter. Our Tax business delivered particularly strong revenue growth, but some of that was due to timing factors, which Stephane and Mike Eastwood will discuss in a few moments. Turning to our 2 smaller segments. Reuters News revenues were up 5%, with organic revenues down 1% due in part to timing factors. The fourth quarter was the first period we lapped the Refinitiv-related revenues, so Reuters' quarterly results will no longer be distorted by that 30-year contract. And finally, global revenues declined 4%, with organic revenues also declining 4%. For the full year, print declined 3% organically, which represented its best performance since at least 2013 in an overall declining market. Now the strong performance I just discussed is the result of all the achievements reflected on this slide. And in particular, I'm pleased to report that our restructuring program related to the separation from Refinitiv is near complete, and we are looking forward to a clean year in 2020 with no further stranded or onetime costs related to the separation. A quick bit of context. 2018 was the year we announced the Refinitiv transaction, began separating the 2 companies and closed the deal late in the year. That transaction has driven significant value creation, and it has allowed us to dramatically sharpen our focus on the core professional businesses. 2019 was the year we focused on standing up the new Thomson Reuters. This included setting up our new customer-focused organization structure, delayering the number of management levels, bringing new talent into the company and deploying half of the $2 billion investment fund by making 4 strategic acquisitions. These acquisitions, net of disposals, are expected to contribute about 70 basis points to our total revenue growth rate in 2020. And even with all this change, we saw an acceleration in organic revenue growth and an improvement in underlying profitability, which speaks not only to the strength and resilience of our business, but also to the dedication of our people. As I mentioned, 2020 marks the first business-as-usual year we've had in several years from a reporting standpoint. We will focus 100% of our energy on improving operating and financial performance, accelerating our platform strategy and further accelerating product and technology development. 2020 is also the year we expect to return to mid-single-digit organic revenue growth and achieve historic highs for free cash flow per share. In 2021, we would expect this progress to continue. Now I'm particularly pleased that in 2019, we met or exceeded each of our annual guidance targets for the eighth consecutive year. This accomplishment is a result of extraordinary work our teams turn in each year as well as the fact that our businesses have a high level of predictability. A large percentage of recurring revenues, our growing book of business and our attractive retention rates give us good visibility into the year ahead. One of our key metrics, organic revenue, was up 120 basis points from 2018, well above the 2.5% to 3% threshold required before operating leverage kicks in. Now let me turn to our outlook for the current year. For 2020, we forecast organic revenue growth between 4% and 4.5% and total revenue growth between 4.5% and 5.5%, which includes the net impact of acquisitions and divestitures made in 2019. That's about 70 basis points as mentioned earlier, but which does not include potential impact from any additional acquisitions we may make in 2020. Adjusted EBITDA margin is expected to range between 31.5% and 32%. The adjusted EBITDA margin will be partially impacted by investments in our platform strategies and digital initiatives. As I just mentioned, we are expecting healthy free cash flow growth this year, resulting in free cash flow per share of $2.40 or better. Further details related to our outlook can be found in today's press release, and Mike Eastwood will provide additional information in a moment. Now let me turn to our plans for 2020. Those of you who followed us for the past 8 years know it has been a heavy lift to achieve the progress we see today. But Stephane and I couldn't be more pleased with all that the company has achieved for all our shareholders and stakeholders. This slide summarizes the company's performance and improvement over the past 8 years regarding revenue growth, profitability, return on invested capital and market capitalization.We inherited a business declining by 4%. This year, the business is forecast to grow between 4.5% and 5.5%. A business in 2012 that recorded flat organic revenue growth has now achieved 3 consecutive quarters of 4% organic growth, a business that in 2020 is forecast to achieve a 500 basis point improvement in EBITDA margin as compared to 2012, a business in which corporate center costs are about half the level they were before the Refinitiv deal at $140 million to $150 million this year and a company that's become more efficient at allocating capital to profitable investments, evidenced by the ROIC that's expected to exceed 10% this year, well above both our 2012 rate and our current cost of capital, which is 7.4%. And finally, despite being half the size we were in 2012 from a revenue perspective, our market capitalization has increased by slightly more than $18 billion between 2012 and today. And that number does not reflect the $10 billion we returned to shareholders in 2018 in connection with the Refinitiv transaction. Moreover, total shareholder return in U.S. dollars was 289% over that period compared to 199% for the S&P 500. And our Canadian dollar total shareholder return is up 411% compared to an increase of 93% for the TSX. I'd now like to turn to the value-creation model I shared with you last quarter and compare our 2020 guidance targets to the model's metrics to assess our progress. You will recall that our value-creation model is based on 4 key principles: first, achieving and sustaining mid-single-digit revenue growth. That is our #1 priority. Second, we focus on delivering the highest possible level of free cash flow and free cash flow per share. Third, we seek to carefully balance reinvestments in the business and return of capital to shareholders. And finally, we aim to maintain a strong capital structure. Let me expand a bit on each of these 4 principles. We believe the company is positioned to achieve a total revenue growth rate of 4% to 7% over the business cycle. Most of our growth should be organic, and tactical acquisitions could add 1% to 2% annually to our overall growth rate. That level of revenue growth, combined with the operating leverage inherent in our business model, should drive higher free cash flow. And with that higher free cash flow, we intend to use between 50% and 60% to fund our annual dividend. This implies that our annual dividend should start increasing in line with the growth of free cash flow, which is why the Board decided to increase the annual dividend by $0.08. Importantly, we believe this level of dividend payout will still leave ample room to fund business development activities. Finally, we're committed to maintaining a solid capital structure with a financial leverage target of 2.5x net debt-to-EBITDA. As we grow our EBITDA over the years, we will be able to gradually increase that debt capacity within the leverage target. As a reminder, our net debt-to-EBITDA today stands well below our target range at 1.9x as of the end of the year. So in summary, we believe we're now well positioned to deliver on the value-creation model summarized on this slide using both growth and capital returns to drive value for shareholders. So speaking of capital returns, today, we announced that $0.08 annualized dividend increase to $1.52 per share, the largest annual increase since 2011. This marks the 27th consecutive year of annual dividend increases for the company. The increase will be [ effected ] with our Q1 dividend payable next month. These consistent annual dividend increases speak to the solidity of our business and its consistent capability to generate free cash flow. Finally, let's look at our key priorities for 2020. Our first priority is to deliver higher revenue growth as we drive towards sustainable mid-single-digit performance. Second, we'll work to deploy the remaining $800 million in our investment fund on acquisitions that are strategic, highly complementary to our existing businesses and that accelerate our platform strategy. Based on the changes we announced this morning, this will be one of Stephane's key areas of focus in his new role. And our third priority consists of several initiatives geared toward building on our strengths, which are listed on this slide. So we're excited about the opportunities ahead, and we're confident that the company is well-positioned to deliver on our 2020 financial targets. Given the high level of recurring revenue we generate and the inherent operating leverage in our business, we believe we can continue to progressively increase profitability and free cash flow. This should, in turn, allow us to fund our ongoing growth journey and provide attractive returns of capital to our shareholders, all while maintaining a strong capital structure. Now let me turn it over to Stephane.

[Stephane Bello, Executive VP & CFO]

Thank you, Jim, and good morning or good afternoon to all of you joining us today. As we move into the new year, we have changed a bit the format for this portion of our quarterly reporting. Hopefully, you will find the new format more crisp and more relevant. But as we always do, we welcome your input and feedback to ensure that what we present is helpful to you. So I will start by providing some color on the revenue performance of our 3 core segments, and then I will also provide details around recurring and transaction revenues in a moment. As a reminder, I will talk to revenue growth before currency and on an organic basis. So organic revenue growth for the 3 core segments was 6% for the quarter and 5% for the year. Legal Professionals revenues increased 4% during the fourth quarter, with organic revenues also up 4%. Law firms revenues grew a healthy 4%. Government-related revenues had another strong quarter with 9% growth. And our Global Legal businesses were flat on a reported basis but up 4% organically. Westlaw Edge continues to yield a healthy premium with strong sales momentum, as evidenced by the month of December being the best sales month since the launch. Edge contributed over 100 basis points to the Legal segment's growth rate in 2019. And as Jim previously mentioned, the legal market remains healthy. According to Peer Monitor, demand growth in the U.S. legal market in Q4 was up 1.1%, which was slightly better than the full year. Rates for hours worked increased 4% in Q4, which was the highest increase recorded by Peer Monitor, and lawyer growth in Q4 was 2.4%, the highest quarterly gain since the fourth quarter of 2011. So we continue to remain confident with regard to the trajectory of the Legal segment for 2020.In our Corporates segment, revenues were up 5%, with organic revenues also up 5% driven by both our Legal and Tax solutions. And finally, Tax & Accounting had a very strong quarter as revenues grew 12% organically. Now that strong fourth quarter growth was partly due to a timing benefit as we were able to accelerate the release of some of our UltraTax state-backed software from January to December in order to more closely align with the traditional December release of our federal software. This change allowed customers earlier access to the documents to start the annual tax binding work. Now this change will result in a lower growth rate for our Tax & Accounting segment in the first quarter, which will likely be in the low single-digit area but is purely timing related. And we expect the growth rate for Tax & Accounting to quickly rebound to the 6% to 8% range for the balance of the year. And importantly, the normalized growth rate for Tax Professionals if you adjust for that UltraTax change was also very strong, and it stood at 7% for the quarter and 6% for the full year. Now on a final and important note, our Tax & Accounting business sold its Government business also known as Aumentum in November of last year. And as many of you will remember, that business added a fair level of volatility from one quarter to the other, and it generated about $40 million in annual revenues. Now before turning to the remaining segments, let's look closer at recurring and transaction revenue results for the year. Starting on the left of the slide, total organic revenue growth was 4% for the full year, which represents an improvement of 100 basis points over 2018. As shown, this was driven by all 3 of our core businesses. Overall, both recurring and transaction organic revenues contributed to the 120 basis points improvement, which is reflected on the right-hand side of the slide. Starting at the top, recurring revenues grew 85 basis points to just under 5.5%. The improvement was driven by Legal and was especially evident in Tax & Accounting, which was partially impacted by the UltraTax software release previously mentioned. Turning to the graph on the bottom right of the slide, transactions revenues were about flat year-over-year, which was an improvement of about 120 basis points. This improvement was most evident in our Corporates segment, with Legal slightly worse than the prior year. Now moving to Reuters News. Revenue growth in Q4 was no longer distorted by Refinitiv license. Revenues in the fourth quarter grew 5% and declined 1% organically due to some timing factors. The acquisition of FCBI, which is now rebranded as Reuters Events, explains the difference between total growth and organic growth in the fourth quarter. And lastly, as Jim mentioned, Global Print revenues declined 4% over the prior year, with organic revenues also down 4%. As we've said all year, we're very pleased with the Global Print performance, which is driven by improved sales growth and steady retention. So in aggregate and on a consolidated basis, fourth quarter revenues grew 4%, with organic revenues also growing 4%. Turning to our profitability performance in the fourth quarter. Adjusted EBITDA for the 3 core segments was $453 million, up 7% due to higher revenues and despite the dilutive impact of our recent acquisitions. The Legal Professionals EBITDA margin in the fourth quarter declined 190 basis points to 34.9% compared to the prior year due to the impact of acquisitions and also to the timing of expenses during the quarter. For the full year, EBITDA margin was up 280 basis points, reflecting revenue flow-through and efficiency savings. Corporates EBITDA margin increased 460 basis points to 31.1% during the quarter, and this was primarily driven by revenue growth, productivity savings and currency and was somewhat offset by the impact of recent acquisitions. And finally, Tax & Accounting EBITDA margin increased 170 basis points to 49.1% due to the strong revenue growth recorded during the quarter. Moving to Reuters News. EBITDA was $4 million, which was $2 million less than the prior year period due to higher costs and investments. As mentioned by Frank earlier, the allocation adjustments we are implementing in 2020 will primarily benefit Reuters, and we expect that its annual EBITDA margin will be in the low teens going forward as compared to the 6% margin we reported in 2019. Global Print's EBITDA margin for the quarter declined by about 300 basis points due to the decline in revenues, but it remained strong at just under 40%. So in aggregate, reported adjusted EBITDA was nearly $400 million, up 44% due to higher revenues and lower stranded and onetime costs in the quarter and despite the dilutive impact of our recent acquisitions. Now this next slide provides a bit more color on the various factors impacting our full year 2019 reported adjusted EBITDA margin and then excludes the impact of both stranded and onetime costs in order to provide you with a better understanding of the underlying trajectory of our adjusted EBITDA margin and the path we seek to achieve the 31.5% to 32% margin target, which Jim just discussed. As you can see on this slide, our reported 2019 full year EBITDA margin was 25.3%. There were several factors that distorted that margin. First, stranded and onetime costs related to the Refinitiv separation had about a 630 basis points negative impact, slightly more than was the case in 2018. In addition, the Refinitiv payment to Reuters News had a negative impact of 120 basis points on the margin. Third, M&A activity negatively impacted margin by about 40 basis points and will continue to have a dilutive impact to margin in 2020. And conversely, IFRS 16 had a positive 70 basis points impact, and currency added 60 basis points. So if you factor in all these items, revenue flow-through and efficiency initiatives added about 100 basis points. In summary, if you exclude stranded and onetime costs, the full year underlying margin would have been 31.5%, which represented an 80 basis points improvement over 2018. And this is the base from which we will build towards a 31.5% to 32% margin target for 2020 given that there will be no further impact from either onetime costs or stranded costs, the Refinitiv news license or IFRS 16. So 2020 should be a much more normal year from a margin perspective. As Jim mentioned, we want to preserve the flexibility to make the necessary investments in 2020 in order to ensure that we're well positioned for 2021 from an organic growth perspective. In addition, the 4 acquisitions we made last year are projected to deliver a combined margin of about 18% in 2020. So they will contribute -- they will continue to be dilutive to our overall margin by about 50 basis points for another year. So in conclusion, we believe we have a good visibility overall into the levers at our disposal to achieve the 2020 margin target. With that, let me turn to our earnings per share and free cash flow performance, and I will also update you on corporate costs and capital structure. Starting with earnings per share. Adjusted EPS increased by $0.18 to $0.37 per share during the fourth quarter. That increase was driven by higher adjusted EBITDA and lower income taxes, offset by an increase in depreciation and amortization as well as interest expense. Our effective tax rate for the full year is lower than we had anticipated primarily as a result of a late change by the U.S. Treasury Department in the interpretation of the recent U.S. tax reform. We do not expect this favorable development to reoccur in 2020. And as a result, we expect our tax rate to range somewhere between 17% and 19% in 2020. Finally, currency had a $0.01 positive impact on EPS in the quarter. And for the full year, EPS increased $0.54 to $1.29 due primarily to higher EBITDA and fewer common shares outstanding. Let me now turn to our free cash flow performance for the year. Our reported free cash flow was $159 million, very much in line with the guidance we have provided earlier. For perspective, we generated about $1.1 billion in 2018, so last year's performance represented a decline of nearly $950 million. Consistent with what we did in prior quarters, this slide will hopefully help you to remove the distorting factors impacting free cash flow during the full year. Working from the bottom of the page upwards. The Refinitiv-related component of our free cash flow was down slightly more than $900 million from the prior year, and that was primarily due to Refinitiv no longer being included in our results. Also in the year, we made a pension contribution and product payments totaling $746 million, primarily related to the Refinitiv transaction with Blackstone. So if you adjust for these items, comparable free cash flow from continuing operations was just under $1.1 billion, an improvement of nearly $400 million over the prior year period primarily due to the stronger EBITDA performance before stranded and onetime costs and also due to lower interest expense. Now this next slide should be our last and final slide to describe corporate costs given that we've largely completed the onetime and stranded costs spending related to the Refinitiv transaction. Spend during the fourth quarter was about $160 million, right in line with our expectations. For the full year, total corporate costs were $564 million, which was also broadly in line with our target of about $570 million. And finally, given that we don't expect to record any further onetime costs related to the Refinitiv transaction in 2020, we continue to project corporate costs to range somewhere between $140 million and $150 million this coming year. A quick update on our capital structure. As we have previously shared, we remain committed to maintaining a stable and robust capital structure. At year-end 2019, our capital structure remained very strong. We ended the year with $3.4 billion of debt outstanding. We also had $800 million of cash on hand at year-end, so our net debt position was about $2.8 billion, including lease liabilities. This translated into a net debt-to-EBITDA ratio of 1.9x, which was below our 2.5x target. The average maturity on our remaining long-term debt outstanding is 10 years, and our average interest rate is 4.6%, entirely fixed. Last but not least, we had about 500 million shares outstanding at year-end. And as we have previously disclosed, our objective remains to buy back enough shares each year to offset new share issuances associated with the dividend reinvestment plan and with our equity incentive plan, with a target of maintaining our outstanding shares at around 500 million. Now a quick update on our investment in Refinitiv. The agreement to sell Refinitiv to the London Stock Exchange Group in a transaction originally valued at $27 billion is expected to close in the second half of 2020. When that transaction closes, TR is expected to indirectly own approximately 82.5 million shares in the LSE or about 15% of the shares outstanding. Subject to some exceptions agreed to with LSE, there will be a 2-year post-closing lockup for TR and Blackstone, which will restrict any immediate sell down of our respective stakes. 1/3 of each party's shares can be sold in year 3 and 4 after the closing, and the lockup will terminate on the fourth anniversary of the closing. While we expect that the LSE transaction will be predominantly tax-deferred for TR, we are expecting that a portion of the capital gain taxes will become payable when the deal closes in the second half of this year. And we intend to fund this tax liability by either selling down some of our LSE shares as permitted under the lockup agreement and/or via other means so we do not expect this issue to constrain us from a liquidity perspective. Our future equity interest in LSE will represent a store of value which can be monetized over time. We believe that this will provide us with significant financial flexibility for the foreseeable future. Now as of February 24, our stake was worth about $8.9 billion pretax versus just under $3 billion at the time of the original transaction. After the deal closes, we expect to receive regular dividends from the LSEG, estimated at about $60 million per year based on the company's current annual dividends per share. Now before I turn this over to Mike, I would just like to say how much I appreciate the support and advice that many of you on this call has provided Jim and myself since the time we became CEO and CFO back in late 2011. As many of you may recall, we both needed a lot of help and advice as we jumped into our respective roles at a time of great uncertainty for the company and with a limited level of transition planning. Many of you not only gave us the benefit of the doubt, you also were always there to provide advice and guidance when we asked for it. So it should come as no surprise that many of the key financial metrics we use today, both to drive performance internally and to govern our incentive plans, many of these metrics such as free cash flow per share came directly out of conversations we had with many of you about what really matters to investors. You really helped us more than you can imagine, especially during these early days, and I would really like to thank you wholeheartedly for all the support, help and education you provided to us. Now as I turn the CFO role over to Mike, I could not think of a better executive to succeed me at this point. Mike and I have been working closely for the last 4 years, and we have been working hand in glove for the last 18 months. As the CFO, I have never been let down by Mike. He's someone who always under-promises and over-delivers on these commitments and has an extraordinarily strong commercial and operating acumen. Many of you already know him as he participated in a number of investors events over the last couple of years. If you can simply provide him with the same level of support and advice you gave me over the years, I know that he will appreciate it and rely on it very much just as I did. With that, let me turn it over to Mike who will outline our 2020 expectations.

[Michael Eastwood, Senior VP & Head of Corporate Finance]

Thank you, Stephane, and good morning or good afternoon to all of you. Let me start by saying I feel very honored to assume leadership of the finance organization at Thomson Reuters, and I look forward to getting to know more of you at upcoming conferences and meetings. As we look to 2020, let me first speak to our organic revenue growth and EBITDA margin performances. As mentioned earlier, we expect our organic revenue growth performance for 2020 to range between 4% and 4.5%, which would represent a 30 basis points to 80 basis points improvement over 2019. This performance level stands in stark contrast to our average revenue growth performance over the 2009 to 2017 period, when various factors primarily related to our financial business dragged our average organic revenue growth rate to about 0.3%. Interestingly, the 3.7% organic revenue growth performance we achieved in 2019 is very much in line with the average performance we achieved over the 2002 to 2008 period, at a time when our exposure to the financial services industry was much more reduced and when our business profile and revenue base were more similar to what they are today. So we view our current level of organic growth performance as being back to where it was before 2008, and we also view it as something we can still improve upon in the coming years. Turning to our EBITDA margin performance. We see room to further improve from the 31.5% to 32% level we are projecting in 2020. Our margin guidance for 2020 reflects both the dilutive impact of the acquisitions we completed last year as well as some organic investments we will continue to make in the business to further accelerate our growth. Given the stronger revenue growth performance, the operating leverage inherent in our business model should allow for a gradual improvement in margins in future years. That level of revenue growth and operating leverage inherent in our value-creation model should drive higher free cash flow growth, and we anticipate our free cash flow per share in 2020 to be $2.40 or better. Achieving this level of free cash flow per share will allow Thomson Reuters to return at or above the record highs for free cash flow per share that we achieved in 2016. So the stronger and more stable characteristics of our overall business model should allow the company to deliver an attractive value-creation model for shareholders, one that is driven both by growth and returns. As we enter 2020, we feel confident we can build upon the momentum we achieved in 2019. This slide summarizes some of the key drivers that underpin our overall 2020 guidance and provide some color on the performance you should expect from our 3 largest business segments. As shown on this slide, the organic revenue growth performance for each of our 3 largest segments in 2019 was within the 2020 targets we had laid out during our Investor Day meeting in December 2018. So we delivered on our 2020 targets 1 year ahead of what we had projected. For 2020, we do expect the growth rate for these 3 core segments to, again, be within the targets we provided at our Investor Day. Let me now provide some color on how we expect each segment to contribute to that overall acceleration. Starting with Legal. We ended the year with strong net sales momentum, which should lead to an acceleration in organic revenue growth rate in 2020 and expect to be well within the 4% to 5% organic revenue growth range this year provided at Investor Day. Our confidence stems from the fact that in December, Westlaw Edge delivered its strongest net sales performance since launching the product in 2018, driven in part by the launch of Quick Check last July. And as discussed earlier, the adoption of this product by the U.S. federal courts has driven a very strong level of interest from law firms. As of the end of last year, we had converted about 1/3 of Westlaw's revenue base to Westlaw Edge, and we see the potential to bring this between 50% and 60% by the end of 2020 with the product continuing to command an attractive premium. The acquisition of HighQ should be another key accelerator for growth in 2020 and in future years. So in summary, we're confident that we'll see a continuing improvement in Legal's organic revenue growth rate in 2020, and we forecast our first quarter's growth rate will exceed 4%. Turning to Tax & Accounting. We continue to forecast very solid revenue growth overall. That said, the growth in Q1 is forecast to be about 1% to 2% due to the UltraTax timing change that Stephane described earlier, which resulted in an acceleration of our state tax forms from Q1 2020 to Q4 2019. Revenue growth is forecast to rebound to the 6% to 8% range for the balance of the year. As a reminder, Tax & Accounting's total growth rate will be negatively impacted by the sale of our Government business, which represented about $40 million of revenues and was sold in November last year. The Corporates segment should continue to build on its successful trajectory in 2020. Having improved its organic growth rate from 5% to 6% in 2019, we forecast its growth rate to further accelerate in 2020, keeping it well within the range that we had shared with you during Investor Day of 6% to 8%. Away from our big 3 segments, we expect our print business to decline by 4% to 5% in 2020 while Reuters News should grow low single digits. With these 2 segments, we expect their first quarter performance to mark the low point of the year and accelerate modestly thereafter. And on a consolidated basis, we also expect the first quarter to be at the low point for the year with organic growth of approximately 2% and total growth of approximately 3%. This is due to Tax & Accounting and what I just discussed regarding Print and Reuters News. This is strictly timing related and in no way reflects what we expect for the full year, evidenced by our organic revenue growth guidance of 4% to 4.5% and total growth of 4.5% to 5.5%. Importantly, we believe the strong revenue growth from our 3 core segments as well as the efficiency initiatives completed last year will drive strong free cash flow per share in 2020. Now speaking about free cash flow per share, just a few housekeeping items from a financial modeling perspective. First, we expect our capital expenditures will be less than our depreciation and amortization by about $150 million to $175 million in 2020. There will be a quicker impact to free cash flow due to the timing of the depreciation runoff. Also, IFRS 16 should add about $50 million to depreciation but will not impact capital expenditures or free cash flow. Second, we expect cash taxes to be approximately $100 million to $125 million lower than P&L taxes due to the negative impact of the various tax reforms. This impact will be less pronounced on our cash taxes than our effective tax rate. Lastly, there should be about $25 million to $50 million of miscellaneous items that impact the P&L but not free cash flow. We expect annual pension cash contributions to be lower than annual pension expense. In addition, there are expenses related to our employee stock purchase program and stock-based compensation that have no impact on free cash flow. One thing I want to say upfront before turning to the outlook is I intend to continue the tradition established by Jim and Stephane during their tenure of delivering credible and reliable guidance each year. I've been intimately involved in preparing that guidance, and I intend to keep that track record with regard to any targets we provide going forward. So building on a strong performance in 2019 and positive momentum in our markets, we expect 2020 total revenue growth of between 4.5% and 5.5% and organic revenue growth to range between 4% and 4.5%. The improving revenue growth trajectory is expected to generate an adjusted EBITDA margin of between 31.5% and 32%. And as we discussed a few moments ago, we expect total corporate costs of about $140 million to $150 million in 2020. We're projecting free cash flow to be $1.2 billion or better and expect free cash flow per share to be $2.40 or better. Turning to capital expenditures. We continue to expect lower spending as a percentage of revenue, which will range between 7.5% and 8%. Depreciation and amortization expense is expected to range between $625 million and $650 million, and we expect interest expense to range between $175 million and $200 million. Lastly, we forecast the effective tax rate to range between 17% and 19%. Let me now turn it over to Jim to wrap up.

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

Thanks, Mike. Before we open the call for questions, let me conclude with a few thoughts regarding this morning's announcement on succession. The appointments of Steve Hasker as my successor and Mike as Stephane's successor is the culmination of a deliberate plan executed by our Board and in which Stephane and I have been active participants. Steve is a proven leader whose background and prior experience give him exactly the right skills to lead Thomson Reuters as we make the shift from product to platform. I also firmly believe that now is the right time to pass the baton to the next generation of leadership. Our company is on its firmest footing in many years, and the foundation has been laid for continued success that will serve the interest of all stakeholders for many years. As you've seen in this morning's announcement, I'll become Chairman of the Thomson Reuters Foundation and will provide transition support to Steve, among other duties. Stephane will become Vice Chairman of the corporation and will have responsibility for overseeing our investment in Refinitiv until the transaction closes with the London Stock Exchange Group later this year. He also will oversee business development operations as we deploy the remainder of our investment funds and will play a key role in developing the commercial policy that supports our evolving platform strategy. Stephane and I feel incredibly proud and fortunate to have 2 very talented and experienced executives to succeed us. Steve is widely respected as an innovative leader with an exceptional combination of integrity, intellect and people skills. He's an expert at information and media businesses, and his deep capability with product, technology, partnerships and the ability to monetize data is just what we need to capitalize on the many opportunities the future holds. Mike is a 20-year Thomson veteran who had been working hand in glove with Stephane over the last several years. Mike has proven his financial and operational chops in a number of roles over those 2 decades. He has been a driving force in both our turnaround and in creating the new Thomson Reuters. So I'm confident that our future will be in very good hands with these 2 executives and an extraordinary group of dedicated professionals on the broader leadership team. With that, I'll now turn it back over to Frank.

[Frank J. Golden, Head of Investor Relations]

Thank you, Jim and Stephane and Mike. And that concludes our formal remarks and our report on the quarter and the year, and we would now like to open the call for questions. So operator, if we could have the first question, please.

[Operator]

[Operator Instructions] And our first question comes from the line of Gary Bisbee with Bank of America.

[Gary Elftman Bisbee, MD & Research Analyst]

Congratulations, everybody, on the new roles. I guess a two-parter on margins, if I could. You called out some internal investments in 2020 to position the business for continued improving growth. I guess if you could give any color on exactly what those are, the size of those investments.And then bigger picture, as you think long term, you did a great job eliminating stranded costs. But is the organization rightsized given the smaller footprint you have now? Or are there other opportunities to streamline and improve margins in addition to what should be healthy operating leverage as your growth businesses expand over the next few years?

[Michael Eastwood, Senior VP & Head of Corporate Finance]

Sure, Gary. This is Mike. I'll take the lead on that question in multiple parts. First, in regards to our margin guidance of 31.5% to 32%, certainly, with organic growth guidance of 4% to 4.5%, we're going to experience good operating leverage in 2020 and as we move forward. Your specific question in regards to the organic investments that we're making, a couple of examples would be our Pivot to platform that Jim touched on earlier and we've discussed in prior calls. Also, we've made some additional investments in our go-to-market resources, especially in the 3 big segments, specifically in regards to additional sales account managers working with our customers. The third example, Gary, would be in the area of digital. We recently hired a new leader within the last 6 months to lead our digital initiatives. So that's going well. So those are 3 examples, Gary, of investments. Your last question in regards to rightsizing, certainly, we're very pleased to have completed all of the onetime costs associated with the Refinitiv separation in 2019. We don't have any onetime costs planned for 2020, but we're going to certainly always consider opportunities that arise to make us stronger and to expand margin and to have a good return for our shareholders.

[Operator]

And our next question comes from the line of Drew McReynolds.

[Drew McReynolds]

Congrats, Jim and Stephane, on the succession and to you, Mike, as well. For me, a big picture question on the M&A front. You're below your balance sheet target. There's obviously some funds still there to do tuck-in acquisitions. Is there any temptation here? And maybe a question for new management, but is there any temptation here to do larger M&A? You obviously have a valuation here that's much better than it has been in the past. You have the LSE as a potential source of funds. Just -- you seem to be very flush here with cash and just trying to figure out where ultimately all that funnels to.

[Stephane Bello, Executive VP & CFO]

Let me try to take your question, Drew. And obviously, it's a question you should, as you said earlier, direct to the new management team in terms of what their ambitions are. What I can tell you, though, is that we have a pretty robust pipeline of potential deals we can do straight in our wheelhouse at this point in time. So the initial priority, I can promise you, will be to try to see how many of these potential transaction we can land. And as you said, we have -- we feel very fortunate to have a high degree of financial flexibility. So we have deployed about half of our investments into the investment fund. We get the other half deployed, and we even have a bit more capacity beyond that if we feel the deals are strategic and financially attractive.

[Operator]

And our next question comes from the line of Manav Patnaik with Barclays.

[Manav Shiv Patnaik, Director & Lead Research Analyst]

Congratulations to all of you as well. Jim, maybe just for some perspective, in terms of all the, I guess, cleaning up and sorting through the rigor you've done, so forth. What have you left? Or what is the next leg of work that, I guess, we could anticipate Steve and Mike to be doing? Is that kind of a shift to the cloud, replatforming, AI? Just some high-level color there would be appreciated.

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

Sure. I think all of the above, Manav. And I think you're exactly right. And that's why I think they're the guys to lead it. I think in my conversations with Steve, it's extraordinary to find someone who shares the same strategic vision for what's possible. And I think his intention would be to build upon the platform that we've established here and bring his unique skill set and background to that task. We really believe that we have the foundation and the footprint to be successful. And as Stephane said, there's a lot of growth left in our -- a lot of headroom that we have to continue to grow our underlying businesses. And I think what you can expect is not a radical change in strategy but every effort to accelerate that strategy and to accelerate the growth.

[Operator]

Our next question comes from the line of Toni Kaplan with Morgan Stanley.

[Toni Michele Kaplan, Senior Analyst]

I want to offer my congrats as well. Jim, can you talk about why News fits in the current portfolio? It's profitable, it promotes the brand, and there is the legacy element. But just talk about why it fits within Thomson Reuters, which seems like it's now being positioned more like an information services company than a media company.

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

Sure. Look, I think there's a lot for us, in addition to the tradition and the emotional attachment to the News business that many of us in leadership share. I think as we think about the tools we want to provide our professional customers in the future, kind of current awareness news, being real-time plugged in to their communities is very important. And I think what we've tried to explore and what I'm sure -- well, Steve and Mike will lead, is further exploration, along with Mike Friedenberg at Reuters, who's working to develop more corporate verticals. And to the extent that our unique News assets can help complement, support and underpin the development of some of those professional verticals, I see no reason why we can't have news feeds and integrate Reuters News into our professional products as successfully as we've done in financial markets.

[Operator]

And our next question comes from the line of Vince Valentini with TD Securities.

[Vince Valentini, Analyst]

Congrats, everybody. If I can try to unpack the revenue a bit. I'm not sure if I heard you correct, Stephane. Did you say the organic revenue growth for Tax would have been 7% in Q4 instead of 12% if you take out that UltraTax timing shift?

[Stephane Bello, Executive VP & CFO]

That's correct, Vince.

[Vince Valentini, Analyst]

Okay. So if we adjust for that, is it fair to say that the organic revenue growth guidance for 2020 would be pushing up towards 5%, if not for that somewhat anomaly of December versus January revenue?

[Stephane Bello, Executive VP & CFO]

Well, I would say that the 5% impact that we've seen between our -- the Tax & Accounting reported revenue growth of 12% and what the underlying would have been absent that acceleration, it's about the same impact you're going to see in Q1. And as we said, that's a timing impact. I, frankly, haven't done the math about what the guidance would be if you adjusted for that. But that's why we really guide people to look at the annual revenue growth rate, right, there's puts and takes every quarter. But we certainly do expect to see a continuing upward trend in our organic revenue growth trajectory in 2020.

[Vince Valentini, Analyst]

And last -- sorry, Frank, but it's one really big related question, I promise. The -- on your Slide 12, the revenue target, organic, 3% to 5% and then add 1% to 2% for acquisitions. Is that 3% to 5% meant to be your longer-term target? Is that some sort of average over the course of a business cycle? Because it seems like you're trending already -- especially if you adjust for this Tax item we just talked about, you're already trending towards the high end of that 3% to 5%. And it sounds like things could get even better, maybe in the 5%, 6% range within a year or 2. I'm wondering why this target is only 3% to 5% and what that time frame is supposed to be.

[Stephane Bello, Executive VP & CFO]

I would say we'd have to see how the business continues to be evolve, right? And to the extent that we move towards high-growth portions of the markets we serve, particularly the software piece of the market, that target, you could see a scenario where we could exceed that target. But we'll take it really one year at a time. And if and when we need to change that, that would be great. But we'll leave that to Steve and Mike depending on how things evolve over the coming years.

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

Yes. And let me just add -- I'm going to add to that, Vince. As we said on the slide, kind of the gravity that surrounds the businesses that we're in today, as we said on that slide, it's kind of a 4% to 7% over the cycle. So in good economic times, when we're executing really well. It should be higher. But as you have seen in the past, it's not a business that precipitously falls off a cliff or goes backwards. The growth rate gets impacted a bit. So that's kind of an over the cycle. And if we continue to execute well and market conditions continue to favor us, we'd expect to see continued growth in that number and you approach the higher end of the range in the best of times.

[Operator]

And our next question comes from the line of Kevin McVeigh with Crédit Suisse.

[Kevin Damien McVeigh, Managing Director]

I wonder if -- just going back to that, the organic growth -- or rather the revenue growth of 4% to 7%. In the organic, the 3% to 5%, what would be the split, kind of what you're calling kind of the big 3, the 80s percent of the revenue or so in that versus kind of the 20%, the less traditional? So I guess what's the core of the 80% growing at versus kind of the noncore in that 3% to 5% organic?

[Michael Eastwood, Senior VP & Head of Corporate Finance]

Kevin, it's Mike. For the big 3, I would refer back to the Investor Day guidance that we provided. Legal was at 4% to 5%, and then we have Corporates and Tax at both 6% to 8%. So those are the ranges that we're targeting for 2020, Kevin. And then those will be offset with the Print decline of about 4% to 5% this year and then lower growth with our Reuters business. So those are the overall components of the organic growth.

[Kevin Damien McVeigh, Managing Director]

Great. And then -- I know only one, but just -- if you can answer it, great. What's the retention implied in those targets?

[Michael Eastwood, Senior VP & Head of Corporate Finance]

We saw continued improvement in 2019. We are in the 90-ish plus percent, Kevin. We had, I think, our strongest retention in Legal in 2019, Kevin, that we've experienced in many years. I think Legal was up, plus about 91% in 2019, and that certainly helped, Kevin, with Westlaw Edge and the strong reception that we've received there.

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

If I could just add one bit of color, Mike, to that comment because I think it's interesting. I don't recall that ever happening. If you look among the large law firm segment as we define it, we had 100% retention last year. We didn't lose a single customer. And as I'd just say, I don't recall that happening before. Definitely awesome.

[Operator]

And our next question comes from the line of George Tong of Goldman Sachs.

[Keen Fai Tong, Research Analyst]

I'd also like to add my congrats to Jim, Stephane and Mike. Within your Legal segment, you converted 1/3 of your customers to Westlaw Edge in 2019, and that number is going to 50% to 60% by the end of 2020. Can you discuss how much of a pricing lift you get from Westlaw Edge and how much organic growth in Legal will benefit from additional conversions this year compared to other drivers of accelerating growth such as further improvements in the retention rate?

[Michael Eastwood, Senior VP & Head of Corporate Finance]

Yes. Sure, George. I'll start, and then Stephane may want to supplement. Just one point of clarification. The 33% by year-end '19, that was the cumulative impact from July '18 through the end of '19 when we launched back in 2018. So we're targeting a 50% to 60%. We've continued to experience good overall premium lift, George, over that time period. And we would expect about 100 basis points of improvement in 2019 and 2020 from Westlaw Edge. Additional items that are contributing, George, would be the HighQ acquisition that we did in July of '19. And we have our Government business, led by Steve Rubley, that is growing very nicely. That business is over $400 million now. So those are some of the key components for us, George, in 2020 for Legal. Stephane, anything to add?

[Stephane Bello, Executive VP & CFO]

No, George, just to say for obvious competitive reasons, we prefer not to be too specific about the kind of price premium we are getting for Edge. But sufficient to say that it's a sufficiently differentiated product from the traditional Westlaw that we have encountered. Really no issue with customers in terms of showing them the value that the new product brings compared to the other program.

[Operator]

And our next question comes from the line of Aravinda Galappatthige with Canaccord Genuity.

[Aravinda Suranimala Galappatthige, Managing Director]

Congrats, Jim and Stephane, on your tenure, and all the best to Mike as well. My question's on the Software & Solutions component. I think, Stephane, you were good enough to give us a sense of how much of the Legal division had -- how that's split between content and software solutions. Is there -- is it possible to give us a consolidated number there?And connected to that, I mean, on Investor Day, I know that you've provided a very useful chart about how significant that Software & Solutions piece is globally in terms of TAM. I was wondering at this point, if you can talk to sort of the penetration of that $12 billion bucket. I know that, obviously, it's not just Thomson Reuters is going after that component, there are other players alongside you as well. But how much of that $12 billion today is penetrated? And how do you see the future, sort of, exploitation of that opportunity?

[Michael Eastwood, Senior VP & Head of Corporate Finance]

It's Mike. I'll take the first part of that question. In regards to the software, I think Stephane shared, we were around 30% during our last call. Overall, we are about 35% for total TR. The highest piece was within Tax, which is around 75%, and Corporates is about 60%. So 35% would be the answer to your specific question for total TR. Jim, did you want to comment in regards to the TAM question? Or Stephane?

[Stephane Bello, Executive VP & CFO]

Yes, if you want, I can try and build upon that, Aravinda. And essentially, we think there's -- on the broader software market, this is a market that is highly fragmented, where there's a lot of smaller players. And so we see an opportunity to penetrate that market. We're very thinly penetrated in that market, I would say, overall, and we see an opportunity to certainly accelerate our penetration. And I think that acquisitions will play a role in that. And as you've seen last year, the type of acquisitions we are targeting are exactly in that space. And you should expect that as you see us deploy more capital behind acquisition, it's going to be very much to try to increase our penetration in that part of the market.

[Operator]

And our last question does come from the line of Andrew Steinerman with JPMorgan.

[Andrew Charles Steinerman, Managing Director]

It's Andrew. Congrats to Mike, and welcome back to the sector, Steve Hasker. Jim, you indicated Westlaw Edge penetration would reach 50% to 60% of Westlaw Legal revenue basis here. Do you think that penetration could go much higher further out?And when thinking about Westlaw Edge, should we think of it as like a module, like that one-step function, where you might have additional modules coming out in Westlaw Edge? And so that premium could be like multiple premiums as we go throughout the years ahead?

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

Yes. I think the penetration rate in '19 was something like 33%, right, growing to 50% this year, Andrew, just to be clear. That is exactly how we think about it. And in terms of those modules, that will continue to grow. We are in a constant state of development of Westlaw Edge. And if you think about our old product cycle, it would have been -- you drop a big thing into the sales force at the beginning of the year, and you start working on what you're going to do for the next year or 2 years out or that sort of thing. And obviously, the world has changed a lot since those days. If you look at what we did last year after launching Westlaw Edge, we came out with Quick Check, we came out with case analyzer opportunities within the same year. And I think we're going to continue to see that kind of product velocity. And depending upon where clients are in their contract cycle with us -- remember, most of our clients are on multiyear contracts. We can use that to either extend the contract at premium prices or people that take on longer contracts can sometimes get that thrown in and each of the improvements thrown in. So I think it's an important part of both sustaining our premium pricing on the overall Westlaw and for some clients, generating additional sales with the new modules. And the other thing I would add, if you look at the underlying content that powers those AI tools, I've actually been surprised to see -- I think it's a 7% -- Mike, correct me if I'm wrong on the number.

[Michael Eastwood, Senior VP & Head of Corporate Finance]

Yes.

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

We've seen a 7% uplift in those underlying content sales because that content's required to power the analytics. So yes, it's going to be a constantly evolving product. I hope -- we certainly hope this is a gift that keeps on giving for years to come.

[Frank J. Golden, Head of Investor Relations]

I think that's our final question. So before we conclude, let me just say that Jim and Stephane, congratulations on completing your -- what I believe is your 33rd and final earnings call together, and congratulations for surviving all 33 relatively unharmed. I know that many of you or all of you will be interested in meeting both Steve and Mike over the course of the next short while. Steve's official start date will be March 15. So we expect that we will be on the road meeting with many of you shortly thereafter. So stay tuned for that. But thanks to the team here for your work today, and thank you all for joining us. And we look forward to seeing you over the course of the next couple of weeks. Have a good day. Thank you.

[Operator]

Ladies and gentlemen, this conference will be available for replay after 10:30 a.m. today through March 3, 2020. You may access the AT&T replay system at any time by dialing 1 [phone] and entering access code 5258560. That does conclude our conference for today. Thank you for your participation.