Thomson Reuters Corp (TRI) Q2 2018 Earnings Conference Call Transcript

Thomson Reuters Corp (TRI 0.45%)
Q2 2018 Earnings Conference Call
Aug. 8, 2018, 8:30 a.m. ET

Contents:

• Prepared Remarks
• Questions and Answers
• Call Participants

Prepared Remarks:

Operator

Ladies and gentlemen, thank you for standing by. Welcome to Thomson Reuters Second Quarter Earnings Call. At this time, all participant lines are in a listen-only mode. Later, there will be an opportunity for your questions. Instructions will be given at that time. 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 Golden -- Senior Vice President, 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. When we open the call for questions, we'd appreciate it if you would limit yourselves to one question each to enable us to get to as many questions as possible.

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 and 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 and 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're not yet in a position to provide specifics regarding the plan, 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 and Risk's 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 Smith -- Chief Executive Officer

Good morning. Thank you for joining us today. I plan to cover three 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 and status of the partnership venture with Blackstone.

Now, for the results. I'm pleased with our results for the quarter as we're tracking to plan, but I'm 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 and 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. 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 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 businesses where we already have leading positions and where we're considered trusted partners by our customers, we now have a chance to further build on these positions, and to help facilitate that objective, we recently put in place a new organizational structure. This new structure includes our three 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 need to be managed differently. We will begin reported 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 three 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 and Accounting -- for more than seven 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 reported 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 these segments. 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 mission.

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 a combination of these three 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 Westlaw Next 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 is powered by 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 Westlaw Next, 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 four new innovations. First, it's powered by a new and enhanced search engine. It can answer thousands of legal questions and find the most responsive text for user questions rather than simply serving up the relevant documents. Second, litigation analytics enables lawyers to find insights and information about how a specific judge rules for certain types of cases and provides data about 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 or motion on 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, Statutes Compare 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 the customary closing conditions, given that substantially, all required regulatory approvals have been received. The operational readiness workstreams that were required for both companies to stand on their own on day one are well on track, and since July, we've essentially been operating as two separate companies, having designated people, costs, real estate, data centers, and other resources to each business. We also have workstreams in process to assess how much and how quickly we can reduce or eliminate stranded costs. And, from a debt-raise standpoint, Blackstone continues to move forward with arrangements for the financing and expects to commence the roadshow in September.

Now, as a refresher, this is a 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 advisors 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 -- Chief Financial Officer

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 toward a smaller but more focused business.

Specifically, our profitability metrics at a consolidated level are depressed by stranded costs and charges resulting from the separation. As discussed previously, we intend to gradually eliminate most of the 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 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 two 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 and Risk business, reported revenues grew 3% with 1% of the improvement coming from currency. Breaking down the growth rate further by revenue type, in Thomson Reuters, our core recurring revenue base grew 4% while transaction and print revenues declined, as we had expected. In Financial and Risk, transaction revenues had another very strong quarter, up 7%, and recurring revenue growth excluding recoveries exhibited the improvement that we had been anticipating, growing 2% during the quarter.

As I stated last quarter, revenue growth is the No. 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 and 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 three-quarters 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, were 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, grew 6% versus the prior year. Encouragingly, recurring 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 and Accounting business, segment 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 work to deliver on some key milestones later this year.

I will remind you once again that Tax and 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 cussed by insurance in a more linear fashion over the year. Over the full year, we continue to expect margins for our Tax and Accounting business to be in line with or slightly higher than last year.

Now, looking at Tax and 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 small government segment grew 5%.

Moving on to Reuters News, results from this segment do not reflect any payment from the Financial and 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 and 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 lower to a value of 45% interest in the partnership. So, F&R revenues were 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, 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, currently offset by costs related to the separation from Thomson Reuters. So, if you exclude these separation costs as well as the impact of currency, adjusted EBITDA increased an impressive 13% and the margin increased 300 basis points. Finally, free cash flow for the first six 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 cost 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 one-time 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 and 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 proceed, reduce both our share count and our outstanding debt, as Jim outlined earlier.

I will now turn to our free cash flow performance for the first six months of the year. Our reported free cash flow was $675 million during the first half versus 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 clear picture of the underlying free cash flow performance.

Working from the bottom of the page upwards, the Financial and 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 cost related to the IP and Science transaction. We also made a $500 million pension contribution and we also made payments related to a 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 that total corporate cost in the third quarter will be a bit above $200 million, and in Q4, 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 pay 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.

Questions and Answers:

Frank Golden -- Senior Vice President, 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

Thank you. It's the line of Toni Kaplan with Morgan Stanley. Please go ahead.

Toni Kaplan -- Morgan Stanley -- Executive Director

Hi, good morning. 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 five-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. You've done a lot of cost-cutting in F&R over the years, and I was just wondering how you could identify an additional $650 million. I just wanted to know if it was the result of a new strategy, or if you could just give any color, that would be helpful. Thank you.

Stephane Bello -- Chief Financial Officer

We will work with our partners at Blackstone, obviously, to decide how much of the amount of savings we will generate over the next five 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're reflected 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 entirely 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, you remember from our earlier remarks last year that we did expect the potential for the business to continue to improve its margins beyond the 30% that we have achieved and that we had targeted five years ago, and in Q2 alone, I think the margin was about 33%, so, continuing improvement, and we expect that to continue going forward.

Toni Kaplan -- Morgan Stanley -- Executive Director

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

James Smith -- Chief Executive Officer

I'll take that one, Toni. Look, we were very disappointed with the result of that process. We serve 180,000 wealth management professionals in 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 rely upon us for wealth management tools and we will do everything that we can to keep serving all of those clients, 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.

Toni Kaplan -- Morgan Stanley -- Executive Director

Okay, thanks. Sorry my questions were all F&R-focused this time. I'm sure I'll focus on the other ones in the future.

James Smith -- Chief Executive Officer

Thanks, Toni.

Operator

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

Paul Steep -- Scotia Capital -- Director

Good morning. So, could we maybe talk -- Jim, you'd made a comment or two this morning about acquisitions, and I think we have that as a question. Can you talk about how you're thinking about it in terms of -- you 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, and then I've got a follow-up.

James Smith -- Chief Executive Officer

Sure, thank you very much. I'll just start by saying as we always do, we will not let cash on the balance sheet burn a hole in our pockets and rates 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 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 even certain kinds of talent into the organization and skills that we don't necessarily have today, but not plugging gaps that we have in our offerings, but rather supplementing and supporting positions of strength.

Paul Steep -- Scotia Capital -- Director

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

Stephane Bello -- Chief Financial Officer

Sure. We were very pleased to see the growth rate accelerate in the Legal Solutions business. This really represents the future of our legal businesses, so having seen this acceleration -- particularly, having seen the acceleration happening in the recurring revenue base of the Solutions business -- was very encouraging. It's a number of factors. As you know, the Solutions business is not one business. It includes and reflects very strong performance from CLEAR or government-related products. Elite and 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. As we look forward to the second half of the year and maybe beyond, what we hope to see is a continuation of a strong performance of the Solutions business, and hopefully a slight acceleration of our performance in the U.S. online business, 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 Westlaw Next. So, if we can keep the Solutions business continuing to deliver us a path 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.

Paul Steep -- Scotia Capital -- Director

Thank you.

Operator

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

Peter Appert -- Piper Jaffray -- Managing Director

Thanks. 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. Specifically, I'm wondering how important improving margins is in the context of driving faster revenue growth.

James Smith -- Chief Executive Officer

Well, that's the $64,000.00 question, as they say, and it's something that we try to balance all the time, Peter. I would say the way I look at it is you look at the core growth in that business, and remember the dynamics of our business: We have a high fix-cost business, and as we've always said, you get over that 3% organic revenue growth number, you start to see a lot of flow-through, and that may actually help us on the margin front, while at the same time, we'll make some conscious decisions to invest in some things, and some of our newer business 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 Appert -- Piper Jaffray -- Managing Director

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 costs, et cetera. Longer-term, is Westlaw Edge accretive to the margin, and how big do you think the opportunity is?

James Smith -- Chief Executive Officer

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. These are new tools and capabilities that are built on the existing Westlaw platform, and it's being offered as a premium sale to the new Westlaw, so we do not envision a forced migration or a migration strategy, and the way we're bringing this product out is 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 -- 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.

Peter Appert -- Piper Jaffray -- Managing Director

Thanks, Jim.

Operator

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

Manav Patnaik -- Barclays Capital -- Director

Thank you. Good morning, gentlemen. My first question is to your decision to make the corporate line sort of a separate line. I'm just wondering what the composition there is and how we should think about the opportunity.

Stephane Bello -- Chief Financial Officer

Are you speaking about the corporate cost?

Manav Patnaik -- Barclays Capital -- Director

No, the corporate segment that you're going to break out new.

James Smith -- Chief Executive Officer

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've looked at the business, and really, to get our organization focused and organized around the customer segments as opposed to the product groups. And so, that's why it really looks like Tax Professionals, Legal Professionals, and Corporations because if you look at the suite of tools we're providing to corporations, they are different. We share some of the same underlying content, we share some of the same underlying 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 to compliance officers. We have specific tools for general counsels, things that allow them to manage their legal affairs and control the flow of matters with outside counsel, track their spending with outside counsel, analytics around all that kind of stuff, and those are sold to corporations. Frankly, we think we have an opportunity with greater focus on those corporations to expand our relationships in each of those corporations by increasing the cross-selling and upselling that would be possible with the right kind of focus.

Manav Patnaik -- Barclays Capital -- Director

Okay, got it. And then, just on the $1 billion to $3 billion that you plan on using for M&A, just for perspective, 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? Just for perspective, is this something you would have done before, or is this just being enabled now with the proceeds?

James Smith -- Chief Executive Officer

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 growth by acquisition train that we were on. We never, ever intend to go back to the days of doing two dozen acquisitions a year, but we've always been looking at a couple of moves that could really strengthen our leading positions, and should those things come to pass, and the opportunity be right, and the investment make sense, we will move on them, but we would have in the past anyway. This just gives us even greater flexibility in doing that, and I would say again, we're not going to go back to the days of doing tons of small fold-in acquisitions, but rather, there will be some tactical things that we'll do, but we're looking at other moves that can strengthen the leading market positions we have.

Manav Patnaik -- Barclays Capital -- Director

All right. Thanks for that, guys.

Operator

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

Andrew Steinerman -- JPMorgan Chase -- Analyst

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

James Smith -- Chief Executive Officer

Look, I think what we're seeing in the competitive environment in Legal is a bit of a tale of two cities. 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 two cities in that the largest law firms in the city and Law 100, the magic circle, are benefiting disproportionately from this increased demand, and we're seeing more pressure in the medium and smaller law firms. I'd rather 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.

Andrew Steinerman -- JPMorgan Chase -- Analyst

Great, thank you.

Operator

Next, we have a question from Aravinda Galappatthige with GE Canaccord Genuity. Please go ahead.

Aravinda Galappatthige -- Canaccord Genuity -- Director

Good morning. Thanks for taking my question. With respect to Westlaw Edge, obviously, with the development of software and AI and machine learning, we're seeing in that landscape a lot 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 say how on one hand, that's an opportunity because it gives you targets for M&A and targets for partnerships, but on the other hand, potentially represents a threat down the road as some of these entities develop into genuine players in that space. Just wanted to get your thoughts on that longer-term picture. Thanks.

James Smith -- Chief Executive Officer

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. 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 work with them, we look to partner with them, we consider 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're able to do by pointing those cutting-edge contemporary tools at an absolutely unrivaled set of content, we're pointing 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. Remember, we really think our secret sauce is a combination of the content we have, the human expertise to make that content relevant, and the application of the technology to do that.

Aravinda Galappatthige -- Canaccord Genuity -- Director

Great, thanks for that. Just a quick follow-up for Stephane, if I may, on the corporate cost. I know you listed that quite well in the prior conference call, but I just wanted to get a sense of the one-time costs in that $600 million number. Included in that is a lot of restructuring intended to bring down stranded. Often, part of it is also the capabilities you're developing, which also might be one-time in nature. I was wondering if you could break that out for us, Stephane, into what's really one-time just by the nature of that cost. Thanks.

Stephane Bello -- Chief Financial Officer

Sure. I think no change from what we said earlier. These costs, which will total between $500 and $600 million over the next few quarters -- four to five quarters -- are really broken down into three main categories. About a third represents investments we get to make to reestablish capabilities we're losing as we separate financial and risk, about a third represents costs that we incur to bring down -- or, to generate savings, that we essentially bring down the level and the targets that we've outlined, which is bringing them down to less than $50 million in 2020, and the last third represents new investments we're making in what we call new TR, which is really things like digital capabilities and 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 accelerating investments we otherwise would have done over a longer period of time.

Aravinda Galappatthige -- Canaccord Genuity -- Director

Thank you.

Operator

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

David Chu -- Bank of America Merrill Lynch -- Analyst

Hi, thanks. So, in the quarter, how much in incremental costs were there for the legal investments?

Stephane Bello -- Chief Financial Officer

You mean for Westlaw Edge?

David Chu -- Bank of America Merrill Lynch -- Analyst

Yeah.

Stephane Bello -- Chief Financial Officer

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

David Chu -- Bank of America Merrill Lynch -- Analyst

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

James Smith -- Chief Executive Officer

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

David Chu -- Bank of America Merrill Lynch -- Analyst

Okay, got it. Thank you.

Operator

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

Douglas Arthur -- Huber Research Partners -- Analyst

Yeah, thanks. 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 -- Chief Financial Officer

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 Arthur -- Huber Research Partners -- Analyst

Okay. And then, Jim, in terms of -- you talked about a fourth-quarter potential close of the F&R deal. Are there any other significant regulatory benchmark timeline events you're waiting for here in the next couple of months? Anything specific?

James Smith -- Chief Executive Officer

No, we -- so, 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 Arthur -- Huber Research Partners -- Analyst

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

James Smith -- Chief Executive Officer

Yes, absolutely. We would hope it would be actually before that, but it certainly should be. And, as 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.

Douglas Arthur -- Huber Research Partners -- Analyst

Terrific. Thank you.

Operator

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

George Tong -- Goldman Sachs -- Analyst

Hi, thanks. Good morning. 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 Smith -- Chief Executive Officer

Sure. Well, we had a big session this summer for our sales force getting folks trained up and familiar with the product. We have staff that are supporting it. We're training. 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 buildup. 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 selling features, and we'll begin -- we have begun rolling it out. I'm delighted to report that the uptake among 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.

George Tong -- Goldman Sachs -- Analyst

Very helpful. Thank you.

Frank Golden -- Senior Vice President, Investor Relations

I think we'll take one more call, operator.

Operator

Very good. It's the line of Drew McReynolds from RBC Capital Markets. Please go ahead.

Drew McReynolds -- RBC Capital Markets -- Managing Director

Thanks very much. Good morning. Stephane, just a question for you. Within F&R, you implied $39 million in separation costs in the quarter. Is that the $35 million in rough quarterly costs that we were adding to F&R per guidance a quarter or so ago?

Stephane Bello -- Chief Financial Officer

No. Those are really separation costs or one-time costs. So, it may include -- it's nothing too in the run rate. It's not $39 million, but things like branding costs and things like that.

Drew McReynolds -- RBC Capital Markets -- Managing Director

Okay, that's great. And then, bigger question either for you, Stephane, or Jim: When we look at M&A for those that have 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 redeploy that $1 billion to $3 billion in proceeds, particularly within the context of what presumably will be higher-multiple transactions given the nature of the M&A market at this point in the cycle? Thank you.

James Smith -- Chief Executive Officer

Sure. Look, it's difficult to give you exact levels of hurdles. 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 that clearly clears the hurdles. "Ooh, this one is questionable, ooh, 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 and 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 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. That's encouraging, and that's the way we will look at any other business that we have. Can we draft it 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 looks 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.

Drew McReynolds -- RBC Capital Markets -- Managing Director

That's great. Thanks.

Frank Golden -- Senior Vice President, 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.

Stephane Bello -- Chief Financial Officer

Thank you.

Operator

Ladies and gentlemen, this conference is available for digitized replay after 10:30 a.m. Eastern time today through August 15th at midnight. You may access the replay service at any time. Thank you for your participation. You may now disconnect.

Duration: 57 minutes

Call participants:

Frank Golden -- Senior Vice President, Investor Relations

James Smith -- Chief Executive Officer

Stephane Bello -- Chief Financial Officer

Toni Kaplan -- Morgan Stanley -- Executive Director

Paul Steep -- Scotia Capital -- Director

Peter Appert -- Piper Jaffray -- Managing Director

Manav Patnaik -- Barclays Capital -- Director

Andrew Steinerman -- JPMorgan Chase -- Analyst

Aravinda Galappatthige -- Canaccord Genuity -- Director

David Chu -- Bank of America Merrill Lynch -- Analyst

Douglas Arthur -- Huber Research Partners -- Analyst

George Tong -- Goldman Sachs -- Analyst

Drew McReynolds -- RBC Capital Markets -- Managing Director

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