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EARNINGS CALL TRANSCRIPT
EARNINGS CALL TRANSCRIPT 2018 - Q3
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Executives

Frank J. Golden - Thomson Reuters Corp. James C. Smith - Thomson Reuters Corp. Stephane Bello - Thomson Reuters Corp..

Analysts

Toni M. Kaplan - Morgan Stanley & Co. LLC Aravinda Galappatthige - Canaccord Genuity Corp. Vince Valentini - TD Securities, Inc. David E. Ridley-Lane - Bank of America Merrill Lynch Drew McReynolds - RBC Dominion Securities, Inc. Andrew Charles Steinerman - JPMorgan Securities LLC Paul Steep - Scotia Capital, Inc. Peter P. Appert - Piper Jaffray & Co.

Douglas Middleton Arthur - Huber Research Partners LLC Tim Casey - BMO Capital Markets (Canada) George Tong - Goldman Sachs & Co. LLC.

Operator

Ladies and gentlemen, thank you for standing by, and welcome to the Thomson Reuters Third Quarter Earnings Call. At this, all participants are in a listen-only mode. And later, we will conduct a question-and-answer session with instructions being given at that time. As a reminder, this conference is being recorded.

I would now like to turn the conference over to your host, Mr. Frank Golden, Senior Vice President of Thomson Reuters. Please go ahead, sir..

Frank J. Golden - Thomson Reuters Corp.

Good morning and thank you for joining us today. Our CEO, Jim Smith, and our CFO, Stephane Bello, will review the results for the third quarter in a moment. When we open the call for questions, we would appreciate 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, that is Legal, Tax & Accounting and Reuters News. I will remind you that, consistent with how we reported the first and second quarters, the Financial & Risk business was classified as a discontinued operation for the third quarter as it was for the prior two.

Therefore adjusted earnings per share do not reflect any revenue or operating income contribution from the Financial & Risk business in the third quarter.

Now, consistent with this approach, beginning with the fourth quarter results, Refinitiv will be accounted for as an equity method investment and its results will not be included in our adjusted earnings.

As a reminder, throughout today's presentation when we compare performance period on period, we discuss revenue growth rate 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 it over to Jim Smith..

James C. Smith - Thomson Reuters Corp.

Thanks, Frank. Good morning to all of you and thank you for joining us today. I plan to cover three topics this morning. First, I'll provide a few highlights regarding the closing of our transaction with Blackstone.

Second, I'll review our results for the third quarter and, last, I'll preview the new Thomson Reuters and share some thoughts regarding our aspirations for this business going forward. After eight months of an enormous amount of work, we're very pleased to have closed the transaction with Blackstone on October 1.

We received $17 billion of cash and are very pleased to continue to hold a 45% ownership interest in the business now known as Refinitiv.

As I said at the time of the announcement, this is a transformational deal for both Thomson Reuters and for our financial services business, and we look forward to working with Blackstone to drive the business forward and create value for all stakeholders.

So, as Refinitiv begins a new chapter, we wish them continued success and we look forward to being a supportive partner. Now, let me turn to results for the quarter.

Our third quarter results continued to build upon a solid first half, accelerating sales momentum and strong recurring revenue growth delivered our best top line performance in more than two years. Achieving, 3% organic growth is particularly encouraging and we view this as a base to build upon.

Our year-to-date performance strengthens our confidence that we're on track to deliver a solid year and an even better 2019. Given these results, we have reaffirmed our 2018 guidance. Now, recurring revenues, which comprise 75% of our total revenues, grew 5% in the quarter and were up 4% year-to-date.

And as expected, adjusted EBITDA for the quarter was down 22% to $302 million and the margin was down year-on-year, reflecting higher corporate costs related to the transaction with Blackstone and higher bonus accruals we had to make during the quarter due to the fact that our financial performance this year is a bit ahead of our expectations.

Absent these factors, our underlying EBITDA margin actually improved from last year's level. Adjusted EPS was $0.11 versus $0.27 a year ago. And lastly, the Financial business grew by 1% on a reported basis and was up 2% on an organic basis for the quarter.

Stephane will provide more detail in a moment related to these results for the Financial business. Now, let me turn to the new Thomson Reuters and share some of our aspirations for the business going forward.

As I said last quarter, we're now in a position to play offense with businesses where we have leading positions and markets where we are considered true and trusted partners by our customers.

That time has arrived and we're aggressively moving forward by rolling out a new organizational structure and executing on our strategic plan to hit the ground running on January 1, 2019. The chart on the right reflects the way we'll report fourth quarter results in February. Its customer focused.

This new structure is intended to move decision-making closer to the customer and allow us to serve customers better with our full suite of offerings. The Legal Professionals, Tax Professionals and Corporates businesses will comprise 80% of total revenues. Those segments grew 4.4% in 2017 and accelerated to 5% growth in the third quarter this year.

Our already strong positions in these markets, coupled with further investment, means these segments will comprise an increasing proportion of our total revenues, which is expected to lead to higher revenue growth. We are fortunate to have solid businesses and the financial wherewithal to execute on our ambition.

We plan to ramp up investment both organically and inorganically in these segments to achieve our aspirations. Now, we'll have more to share with you about the new Thomson Reuters at our Investor Day next month. But let me give you a preview of what we'll be discussing and how we're thinking about the company going forward.

Earlier this year, we set out three objectives following the announcement of the Blackstone deal. First, we wanted to effectively separate the companies with as little disruption as possible. That has been successfully completed.

Second, we have an opportunity to fundamentally reset the organization and to change the way we manage and measure the business. For example, we are reducing the number of management layers by one third and the number of real estate offices by one third. This will lead to a flatter organization designed for speed and greater productivity.

And our third objective is to accelerate revenue growth. And let me explain how we plan to do that. First, we are reorienting the business around customers, which is already beginning to unlock opportunities. As we redefine our markets around broader customer needs and shift from content to software, we have an opportunity to accelerate growth.

Our mission is to simplify the lives of professionals, enable them to focus on higher value activities and provide superior advice, insight and judgment to their customers.

As you will hear at our Investor Day, we have a strategy and a plan to deliver on this opportunity by providing additional value to existing customers and expanding our reach to new customers.

And we'll supplement these organic opportunities with inorganic additions, like Integration Point, the global trade management business we agreed to acquire last month. So to conclude, I'm excited about the future of our company. And I believe that we have a rare opportunity to reshape the professional markets we serve.

I believe that opportunity will be crystallized through mid-single digit revenue growth and expanding free cash flow. That's our goal, that's our aspiration, and we're now beginning to execute on that ambition. Now let me turn it over to Stephane..

Stephane Bello - Thomson Reuters Corp.

first, compensation-related costs that are not expected to reappear in the fourth quarter; second, investments in Westlaw Edge; and finally, a tough prior year comparable when the margin was over 40%. For the full year, we expect Legal's margin to be comparable to the nine-month figure. Here is a more detailed look at Legal's revenue performance.

As I said, global print revenues declined 4% versus the prior year and, on an organic basis, print revenues declined 6%. The global solutions businesses, which are 41% of the total, grew a healthy 9% versus the prior year.

And encouragingly, recurring revenues in global solutions also grew 9%, which was a slight acceleration from an already consistently strong performance in recent quarters.

Now, while we don't expect global solutions growth to continue quite at this accelerated pace, that segment should nevertheless continue to deliver healthy growth rate which should favorably impact the overall growth performance of our Legal business. And finally the U.S.

online legal information segment was up 2% and it represented 41% of total revenue. Westlaw Edge continues to be very well received by our customers, with clients viewing that product as a best-in-class tool. We are selling Edge at a premium relative to WestlawNext, and we plan to make future enhancements to further increase its capabilities.

And given the early success of Westlaw Edge, we believe that we will be able to accelerate growth in our U.S. online information segment in 2019. Now, turning to our Tax & Accounting business, third quarter revenues grew 3% and, excluding the negative impact of IFRS 15, organic revenue growth was 4% during the quarter.

Recurring revenues, which are about 80% of the total, were up 5%, while transaction revenues, which represent 16% of the total, were down 5% compared to the prior year period.

Importantly, Tax & Accounting has seen good momentum in its net sales performance over the last couple of quarters, which should translate into a slight acceleration of its recurring revenue growth rate in the fourth quarter. Adjusted EBITDA was down slightly versus the prior year period.

For the full year, we continue to expect margins for Tax & Accounting business to be in line with or slightly higher than last year. I will remind you that Tax & Accounting is our most seasonal segment with nearly 60% of full year revenues typically generated in the first and fourth quarters.

And as such, the margin performance of this business is generally weaker in the second and third quarters as costs are incurred in a more linear fashion throughout the year. Now, looking at Tax & Accounting results by sub-segment, our professional business delivered another good quarter, growing at 5%.

The corporate business grew 3%, which was a slightly lower performance than we would typically expect for this business and that was caused by lower transactional revenues and a difficult prior year comparable when revenue grew 8%. Knowledge solutions grew 2% and the smaller government segment grew 3%.

Moving on to Reuters News, results for this segment do not yet reflect any of the annual $325 million payment from Refinitiv. One-quarter of that payment will be included in our fourth quarter results.

I will remind you that the payment from Refinitiv essentially covers the cost of providing the news service and contributes very little in the way of additional EBITDA. 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 the Financial & Risk business which was reported as discontinued operation. As I previously mentioned, the information on this slide reflects the metrics that we will provide you going forward, allowing you to value our 45% interest in the partnership.

So F&R revenues grew 2% in the third quarter to $1.5 billion. And on an organic basis, they also grew 2%. Continued market volatility led to a 5% growth in transaction revenues with strong growth in the quarter from Tradeweb.

Adjusted EBITDA rose 5% to $482 million with the margin up 110 basis points to 31.3%, mainly due to revenue flow-through and technology savings. And if you exclude separation cost, adjusted EBITDA increased an impressive 13% and the margin increased 360 basis points.

Free cash flow for the first nine months of the year was $882 million, which was a 56% improvement compared to the prior year period. Now, let me turn to earnings per share and free cash flow performance. And I will also update you on our expectations for corporate costs over the balance of the year.

Starting with our earnings per share, adjusted EPS in the quarter decreased by $0.16 to $0.11 per share. And as shown on this slide, this was driven by lower adjusted EBITDA resulting primarily from stranded and separation costs. Currency had no impact on EPS in the quarter. The remainder of the decrease was driven by two items.

First, depreciation was $120 million in the third quarter versus $99 million in Q3 of last year. And of the $21 million year-on-year increase, $13 million reflects a core (21:18) adjustment for depreciation expense, resulting from the final split of assets between Refinitiv and Thomson Reuters.

We do expect depreciation to increase by about $20 million in Q4 due to higher capital investments during the first half of the year to support our digital and Lead to Support initiatives. That said, and importantly, our full year 2018 guidance for depreciation and amortization remains unchanged.

Second, our income tax expense increased $22 million over the prior year largely because, in Q3 of last year, we benefited from the release of certain reserves related to the favorable developments in various income tax policies.

This helps to explain our higher tax rate in the quarter along with the incurrence of some of the one-time cost in jurisdictions where these costs are not deductible. Now, based on the results for the first nine months of the year, we have increased our full year 2018 effective tax rate guidance to between 17% and 19%.

As I stated earlier, our earnings per share performance was impacted by F&R being classified as a discontinued operation and removed from our consolidated results. However, we expect EPS to improve in 2019 as we deployed the $17 billion in cash proceeds to reduce both our share count and our outstanding debt.

I will now turn to our free cash flow performance for the first nine months of the year. Our reported free cash flow exceeded $1.2 billion for the first nine months versus $526 million in the prior year period, which was an improvement of about $750 million.

As shown on this slide, there are a number of distorting factors which impact our free cash flow performance. And hopefully, this slide will help you to remove the noise and give you a clear picture of our underlying performance.

Working from the bottom of the page upwards, the Financial & Risk component of free cash flow was up $257 million from the prior year, primarily due to higher EBITDA and favorable working capital movements.

Also in the first nine months of the year, we had $54 million in costs related to the IP & Science transaction, we made a $500 million pension contribution, and we also made payments related to the charge we took in the fourth quarter of 2016.

Excluding these items, comparable free cash flow from continuing operations was $488 million, a decline from the prior year period, driven primarily by higher severance and stranded cost as well as working capital timing.

This next slide is an update to our expectations of the phasing of corporate costs for the remainder of the 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 during the third quarter was lower than we had anticipated at $131 million, which was primarily timing related. As you can see on this slide, we are increasing the estimated spend in the fourth quarter by $75 million. So now we anticipate the total corporate cost in the fourth quarter will be somewhere between $250 million and $350 million.

Again, no change to the full year estimate. The ramp-up in spending is driven by an increase in stranded cost, now that the F&R transaction is closed, and also by the timing of investments and charges we are taking in the ongoing business to replicate functions, eliminate stranded cost and build digital capabilities for the new Thomson Reuters.

What's reflected on this slide is our current best estimate. And these numbers may of course fluctuate somewhat from quarter to quarter based on various factors. Let me now spend a moment to speak about our capital structure.

I would first like to provide you a brief update on the use of the $17 billion in cash proceeds we received upon closing the Blackstone transaction a month ago. We expect to spend approximately $1 billion to cover transaction-related expenses and to make investments to reposition the new Thomson Reuters.

And as a reminder, these investments include building digital capabilities, duplicating or replicating capabilities that were previously provided through the Financial & Risk business, and eliminating stranded costs. Next, last month, we paid down $4 billion in debt, which reduced our outstanding debt from $7 billion to $3 billion.

I'll get back on that in a moment. We also completed the substantial issuer bid or tender offer and returned $6.5 billion to our shareholders. Last week, we completed $1 billion in share repurchases under our NCIB program.

And we are currently working towards the return of an additional $2.5 billion to shareholders for a return of capital by way of a cash distribution, combined with a share consolidation or reverse stock split, which we expect to complete by the end of November. Now the return of capital is expected to be tax free for Canadian shareholders.

However, for shareholders outside Canada, the tax consequences of opting out of the transaction may be preferable to participating in it. Therefore, we strongly recommend that non-Canadian shareholders speak with their tax advisor or broker about the opt-out right prior to November 14.

When these various steps are completed, we will have returned $10 billion of capital to shareholders, reduced our share outstanding by about 30%, and lowered our leverage ratio to below 2 times.

The net result of all this is that we will have a very strong capital structure, affording us significant flexibility as we focus our resources on growing the new Thomson Reuters. Now a few specific details on our debt position.

As I mentioned, about $4 billion of the $17 billion in cash proceeds was used to pay down debt, resulting in debt outstanding of about $3 billion. This puts our leverage ratio at less than 2 times, well under our target of 2.5 times. And based on the debt we retired, we've extended our average maturity to over 12 years.

We have no debt maturing until 2021. And our average interest rate is approximately 4.5%, all of which is fixed. So we are in a good position from a balance sheet standpoint for the foreseeable future. One more item to mention. Last month we announced a $0.02 increase in our annual dividend.

And this marked the 25th consecutive year of dividend increases from the company, an achievement that we are very proud of. Importantly, it speaks to the solidity of our business and its consistent free cash flow generation capabilities.

And finally to conclude, based on our year-to-date performance, we are reaffirming our full year 2018 outlook with two modifications to point out. First, based on our results for the first nine months of the year, we now expect EBITDA to be approximately $1.3 billion for the full year.

And second, as mentioned previously, we expect our full year effective tax rate to be in the 17% to 19% range, primarily as a result of the one-time expenses we are incurring in jurisdictions where we can't deduct these expenses from a tax perspective. And with that, let me turn the call back over to Frank..

Frank J. Golden - Thomson Reuters Corp.

Thanks very much, Stephane. Just before we go to Q&A, let me mention that I understand that we had a problem with the audio and the slides for the first couple of minutes of the call, so some of you may not have been able to hear us.

We will have the transcript up on our website shortly after the call this morning, so you'll be able to access the transcript as well as the slides on the Investor Relations section of our website. So again, apologies for that. So with that, I'd like to take the first question, please..

Operator

Thank you. And that will come from the line of Toni Kaplan with Morgan Stanley..

Toni M. Kaplan - Morgan Stanley & Co. LLC

Hi. Good morning guys..

James C. Smith - Thomson Reuters Corp.

Good morning..

Toni M. Kaplan - Morgan Stanley & Co. LLC

Jim, you mentioned in the news this morning and previously that you're looking at some big M&A deals instead of tuck-ins. Just wanted to get a sense of how you give investors confidence that you'll be successful with that strategy..

James C. Smith - Thomson Reuters Corp.

Sure. I think what we're looking at are opportunities to strengthen the strong positions that we already have.

So I think if you look at a couple of models for us would be looking back to what we did with PLC where we bought that knowhow business in the legal market that significantly strengthened our position from number three to number one in the UK market and gave us capabilities that we needed in the U.S.

market that we were able to fold into our strong position in the U.S. market.

And then, not only were we able to treble the size of that business in three years, but it was an important part of new product offerings that allowed us to get our online legal research business back to growth overall, and you see that flowing through in the numbers in this quarter, what a difference it makes to have that underlying business growing as opposed to declining actually.

I think another proof point would be the kind of acquisition that we announced last month of Integration Point, which is a platform in the global trade management space. We have other businesses in that space today.

It's a growing area for us and we think this is a great platform, and that we can stop some development spend that we were doing on the platform and incorporate many of our tools on to that platform, and then fold it into our distribution network. So we think that's going to be a plus-plus.

Building on a strength and on a growth area we already identified, we'll continue to look at things that strengthen us where we already have solid positions in the market..

Toni M. Kaplan - Morgan Stanley & Co. LLC

That's great. My quick follow-up is, Stephane, you mentioned Westlaw Edge. You're expecting it to be accretive in 2019. Is there any way to size how much that could be or if you could break out sort of how accretive it was in the quarter that be great. Thanks so much, guys..

Stephane Bello - Thomson Reuters Corp.

Sure, Toni. Let me try to answer the question. I think that Westlaw Edge is accretive from a number of perspectives. First of all, let me reiterate, we're not trying to deploy Westlaw Edge as quickly as possible and essentially to replace WestlawNext.

Westlaw Edge is a premium product that stands next to WestlawNext, which is an extraordinary good product still and perfectly valid product for many of our customers.

So the accretion that we see for Westlaw Edge comes in the form, as I said, of higher pricing that we charge for that product because of the higher value that it delivered to our customers.

And in some cases, we've also seen actually some cross-selling opportunities from selling Westlaw Edge because some of our customers are actually buying content sets that are useful to really benefit from the full analytical power that Westlaw Edge delivers.

So, we really see the accretion, if you want, coming from like various sources, not just pricing..

Toni M. Kaplan - Morgan Stanley & Co. LLC

That's great. Thank you..

Operator

Thank you. Our next question will come from the line of Aravinda Galappatthige of Canaccord Genuity. Please go ahead..

Aravinda Galappatthige - Canaccord Genuity Corp.

Good morning. Thanks for taking my question. My question is maybe for Stephane relating to the equity income line. As we look at sort of how your Refinitiv plays out, I know they talked about substantial cost reductions which should drive the underlying EBITDA number.

But there'll obviously be, I suspect, a significant amount of restructuring cost and investments (34:14) and also obviously higher interest costs.

How should we think of that sort of equity income line and sort of how the next year or so would play out given the indications they've made so far?.

Stephane Bello - Thomson Reuters Corp.

Sure, Aravinda. Thank you for the question. You're exactly right in terms of the way it will be recorded. From an adjusted earnings per share perspective, we will remove the contribution of that business from our adjusted earnings because exactly of the factor that you described.

We really have no control on the earnings and there will be increased volatility. So investors will obviously be able to see the contribution to our earnings from our 45% interest in Refinitiv in our IFRS results. But, from an adjusted EPS perspective, we'll remove these results from our adjusted EPS..

Aravinda Galappatthige - Canaccord Genuity Corp.

Thanks. And just a quick follow-up on the CapEx number. I know you've kind of kept it at 10% there. Can you just give me a sense of – that's higher than historically what we've seen in sort of the 7% to 8%, I think closer to the 8% range.

Is that sort of the standard going forward or should we look at that number to kind of ramp down as some of the new product launches have concluded? Thanks..

Stephane Bello - Thomson Reuters Corp.

No, that's a great question. As you have heard us say, we are essentially accelerating some investments that we're making in capabilities such as our order to cash systems and our digital capabilities.

We're taking advantage of this transaction to really try to stand up the new company and make the investments that we would've made over a number of years trying to accelerate these investments in 2018 and 2019. So, our goal is absolutely to reduce the capital intensity of the business going forward.

And we think we can absolutely do that without any negative impact on innovation and new product introductions..

Aravinda Galappatthige - Canaccord Genuity Corp.

Thank you..

Operator

Thank you. We'll go next to line of Vince Valentini of TD Securities..

Vince Valentini - TD Securities, Inc.

Yeah. Thanks. If I can try to just clarify the answer of an earlier question and then a new question. Westlaw Edge, you had 2% growth in online legal in the quarter. It doesn't look like any of that premium pricing on Westlaw Edge showed up yet in Q3, if you could just confirm that it was still too small to call out.

And then secondly, your guidance for the year, I just want to make sure I understand this. You're raising it to the $1.3 billion range or level for EBITDA, but you say the corporate costs will still be $500 million to $600 million even though you're trending well below that.

Are those two things not linked at all? Is the higher EBITDA guidance just from what you're doing in the core businesses or is it possible that you would be at the lower end of that $500 million to $600 million range for corporate and that's what helps you get to the $1.3 billion? Thanks..

Stephane Bello - Thomson Reuters Corp.

Thank you, Vince. So let me try to answer each question. First one on Westlaw Edge, we saw some beginning of an impact of Westlaw Edge in the results of the online business.

It just ended up still rounding to 2%, but I would say it was a better 2% than the 2% we've seen in the past, and that's why we think that, over time, that we see absolutely a path to like rounding that to a 3% growth rate.

So you'll see the impact coming in the coming quarters, as you see the impact of Westlaw Edge shining through more forcefully for the performance of our U.S. online legal information business.

And with regard to your second question on EBITDA, look, it's a combination I think of two main factors, the first one is that stranded cost are running a little lower than we thought and for the reason that we explained, which is that they were not as high as we expected early in the year for the first three quarters.

Now, we expect the stranded cost to start, as I said, in the remarks peaking in the fourth quarter before seeing them go down. But also, more importantly, our underlying EBITDA performance is a bit better than we expected. And that's what resulted in some of the factors in terms of that I mentioned on the call, bonus accruals and the like.

So, it's a combination of these two factors..

Vince Valentini - TD Securities, Inc.

Thank you..

Operator

Thank you. We'll go next to the line of David Ridley-Lane of Bank of America Merrill Lynch..

David E. Ridley-Lane - Bank of America Merrill Lynch

Good morning. Just a clarification.

Wondering about the $500 million to $550 million of expected corporate costs for next year in 2019, how much of that is CapEx since you did disclose that some portion of this quarter's corporate costs were in the CapEx line?.

Stephane Bello - Thomson Reuters Corp.

Sure, David. Let me take that question. So, if you look at the estimate that we do for five years is really like – think about it as three components. The first one is the core corporate cost, which we said should be about $140 million.

The second is essentially the stranded costs which, over the course of the year, we estimate will be about $100 million, but it's not going to be spread equally, it's going to be higher at the beginning of the year and then start to go down as the initiatives we're implementing to offset these stranded costs start to take hold.

And the balance is really going to be what we call like one-time cost, and most of that is really P&L expenses..

David E. Ridley-Lane - Bank of America Merrill Lynch

So there'll be very little CapEx in that $500 million to $550 million..

Stephane Bello - Thomson Reuters Corp.

Very little....

David E. Ridley-Lane - Bank of America Merrill Lynch

Okay..

Stephane Bello - Thomson Reuters Corp.

...maybe about like less than 10%..

David E. Ridley-Lane - Bank of America Merrill Lynch

Okay. Okay. And just a quick follow up. Would you expect to incur additional cost under a hard Brexit scenario or is the company already pretty much prepared for that scenario? Thank you very much..

Stephane Bello - Thomson Reuters Corp.

I would say we're probably far less exposed to Brexit than we were when we owned 100% of our Financial & Risk business. We still have a business in the UK, but what would we expect if anything is that, in the short term, there's going to be an increase in legal activity..

David E. Ridley-Lane - Bank of America Merrill Lynch

Thank you very much..

Operator

Thanks. We'll go next to the line of Drew McReynolds of RBC..

Drew McReynolds - RBC Dominion Securities, Inc.

Yeah. Thanks very much. Good morning. On the legal organic growth, clearly, a focus I think for everyone on the call here. I know last quarter you said it was trending better. You did 3% organic. Sounds like you're confident on your solutions business and U.S. online picking up.

When you run the math, absent some unforeseen decline in print, it seems like 3% is the new normal. Stephane, can you talk to that at all? And then, just secondly, bigger picture on the EBITDA margin side. You've guided for the full year pretty much how you've guided before.

You're now going to be next year above 3% organic, which really we haven't seen for the better part of a decade. Can you talk to operating leverage? Generally, how much you plan to reinvest in the business versus have some of that operating leverage fall to the bottom line? Thank you..

Stephane Bello - Thomson Reuters Corp.

Sure. Thank you, Drew. So, on your first question, as Jim and I both said in our remark, what was really encouraging in the results of our Legal business was that the recurring revenue growth was 5% and that is really the foundation of that business. Now, what we have in this quarter, we also had a pretty strong transaction revenue performance.

As you've seen, transactions for Legal were up 7%. Hard to say that's going to be replicating in the fourth quarter, likelihood is probably not, because that was a pretty high growth rate for transactions. But given like what we've seen in our solutions subscription business, given what we said in terms of the performance of our U.S.

online information business and the contribution of Westlaw Edge, over time, we feel more confident, certainly, that the legal business is absolutely able to achieve 3% or 3% plus growth rate. Is it going to be there every quarter? Hard to say.

But in terms of like the trend, I think you're seeing the momentum that the business is having in its revenue performance. Now in terms of your second question and the EBITDA margin performance, you're exactly right. 3% is really a magic number for a number of reasons. So it's really important for us to get there and to build from there as a basis.

As Jim has always said, right, and you've heard us say that 100 times, what we focused on is not so much the absolute margin performance, it's trying to drive the maximum level of acceleration in our free cash flow and free cash flow per share, and that's really what we focused on.

So where are we going to deploy the flow-through that comes from the revenue growth will depend on the opportunity that we see going forward. But it's all going to be – our sole focus is going to be on driving accelerating free cash flow per share.

And that's, as you know, one of the key measures of key compensation metrics that we have also as a company..

Drew McReynolds - RBC Dominion Securities, Inc.

Thank you..

Operator

We'll go next to the line of Andrew Steinerman of JPMorgan..

Andrew Charles Steinerman - JPMorgan Securities LLC

Hi, just two clarifiers.

The first one, Jim, when you said mid-single digit revenue growth being the goal for the new Thomson Reuters, were you talking about organic revenue growth including print? And the second question is, when the company says it's positioned for a better 2019, does that mean 2000 (sic) [2019] (44:36) organic revenue growth should be greater than the third quarter rate or the 2018 rate?.

James C. Smith - Thomson Reuters Corp.

The answer to both questions, I think, is yes..

Andrew Charles Steinerman - JPMorgan Securities LLC

Okay..

James C. Smith - Thomson Reuters Corp.

Broadly, yeah..

Andrew Charles Steinerman - JPMorgan Securities LLC

Okay. Thank you..

Operator

We'll go next to the line of Paul Steep of Scotia Capital..

Paul Steep - Scotia Capital, Inc.

Great. Thanks. Jim, on Tax & Accounting, I think you commented that this third quarter (45:05) marked the low watermark. What are some of the growth initiatives that you think drive growth higher? And then I've got a quick follow-up on corporate costs. Thanks..

James C. Smith - Thomson Reuters Corp.

Sure. I think the opportunity for us to do more cross-selling of products within our corporate channel. And if you look at our tax business in Q3, the underlying business that we sell – that we do with accounting firms, the tools we sell to accounting firms continue to grow mid-single digits, as it's done consistently over the last several years.

We had some fluctuation in transactions and in the corporate space and primarily in the corporate space along with some trust tax softness. But again, those are episodic revenues. We believe that that's been a solid mid-single digit growth business for us for a long time. We think it will continue to do so.

We also think there's an opportunity for us to continue to grow through cross-selling in the corporate space..

Paul Steep - Scotia Capital, Inc.

Great.

And then, just on the corporate costs for 2019, Stephane, what assumptions would have to sort of take place or hit at the more optimistic end for you to see the overall cost break below the $500 million level?.

Stephane Bello - Thomson Reuters Corp.

Look, I think it's going to be a matter of how large the one-time costs are. I think that the core corporate costs – that's essentially the target we set for ourselves, so we feel pretty confident we're going to hit it. The stranded cost, I think we get a better sense of what they will be. These one-time costs, we put a range out there.

I'll be honest with you, Paul. We will spend these costs if we think it's worth the investment. And I think we feel we got a good chance to really reposition the company.

It's not – as Jim said in his management team, it's not very often that you get an opportunity like this one, where you can almost take a blank sheet of paper and say, if we would start this company, how would we try to organize it? So we're being, I think, pretty aggressive in terms of trying to make sure we adjust the number of management levels that we have like take out even more real estate locations that are smaller than we have, try really to simplify the organization, make it much more effective and productive.

And that's what we're investing these costs for. So I'm not bothered if we're at the high end of that range for 2019, because I think that's going to actually increase the chances that the company is really well-positioned from 2020 and beyond..

Paul Steep - Scotia Capital, Inc.

Thank you..

Operator

We'll go next to the line of Peter Appert of Piper Jaffray..

Peter P. Appert - Piper Jaffray & Co.

Thank you. Jim, just to clarify an earlier point on the M&A front, just want to make sure I understand this. The focus is on a small number of relatively large transactions. I just want to confirm that, number one.

And then number two, I'm thinking about since you're below the target leverage ratio, just whether you'd be willing to think about perhaps getting a little more aggressive than the $2 billion acquisition target in the context of that leverage opportunity..

James C. Smith - Thomson Reuters Corp.

Sure. I think the answer to the first question is yes. You kind of understand what we're looking for. So it would be fewer larger acquisitions. As far as a leverage target, we do have some capacity there. If an absolute homerun deal presented itself, we could certainly consider it. But let us spend the $2 billion first if you don't mind, Peter..

Peter P. Appert - Piper Jaffray & Co.

Sure, sure. Understood.

And then, can you just remind me the thought around the level of dilution or acceptability of any dilution you think about in the context of the transaction?.

Stephane Bello - Thomson Reuters Corp.

Peter, are you speaking for acquisitions that....

Peter P. Appert - Piper Jaffray & Co.

Yeah, yeah. Exactly..

Stephane Bello - Thomson Reuters Corp.

We look at a number of criteria from a financial return perspective. And obviously, for deals of certain size, we review these deals with our board and they have to approve the deals. I would say some of the criteria that we are usually very, very focused on is how quickly is the deal accretive from a cash flow perspective.

I would say there was one criteria that, out with other ones, from a financial perspective that would be the one..

Peter P. Appert - Piper Jaffray & Co.

Thank you..

Operator

We'll go next to line of Doug Arthur with Huber Research..

Douglas Middleton Arthur - Huber Research Partners LLC

Yeah. Thanks. Jim, you threw out a figure of 1.9% earlier in the call. I think you were referring to sort of overall spend in the legal market.

Is it your sense that the legal market writ large is beginning to get some animal spirits in spending and pick up? Is this an inflection or not?.

James C. Smith - Thomson Reuters Corp.

Well, as you know, our own Peer Monitor is kind of the industry guide there and we saw, for the first time in several years, we saw a pretty solid increase in demand writ large. So, a quarter doesn't necessarily make a trend, but it's certainly encouraging to see those demand numbers moving in the right direction for the first time in a long time.

In fact, it's been seven years since we've seen that kind of improvement. And so fingers crossed that it does indeed turn into a trend.

That said, there's a lot of change and dislocation in the space, and if you look at where that spend went, the larger firms at the kind of top of the food chain, the top of the Am Law 100 did better than mid-sized firms and small firms.

So, we think the kind of tools that we're developing for both large and small law firms and for corporate legal departments have a lot of relevance today in this market environment. But, suffice it to say, it's nice to have a little bit of tailwind in the macro news as well..

Douglas Middleton Arthur - Huber Research Partners LLC

Great. Thank you..

Operator

We'll go next to the line of Tim Casey of BMO..

Tim Casey - BMO Capital Markets (Canada)

Thanks.

Jim, could you provide a – from a big picture perspective in terms of your encouraging outlook here, could you break it down notionally into how much of it is your ability to put through price increases, which I think has always been better on the Legal and Tax & Accounting side than when you had to do on the old F&R side, and how much of it is demand growth? Any color you could provide on that would be great.

And just to follow-up on Westlaw Edge, is that widely deployed yet or is it – have you targeted it to perhaps some of your more bigger customers or premium customers? Just wondering if the real momentum has yet to come in there or if it's going to be more of a slow, steady build. Thanks..

James C. Smith - Thomson Reuters Corp.

I would hope it's going to be a slow, steady build there and, Tim, it's a really good question. And I'll start first with the Westlaw Edge question.

Westlaw Edge is, obviously, we introduced it to some key clients that we work with closely in the late stages of developing the product and we steadily rolled that out amongst what we believe are bellwether firms and market-leading firms. So it is going to be a slow, steady build. I would say we have terrific uptake and interest out there.

I would say I would have to characterize it as the best customer reception I've seen to a new product.

So we have a solid pipeline of leads that are interested and we're working through with them on a deployment and sales program which would accompany – because of the analytic nature of the tools that we've added in Westlaw Edge, there is a training program that's involved to get the most out of that.

So it'll be kind of a long tail of acquisition as Stephane alluded to earlier in his remarks. This isn't a platform replacement, this is a whole new suite of analytics that are being applied.

And the great thing about the product actually is that, in some cases, it's not just been the uplift we've gotten from the Edge sale, but we've also seen some ancillary sales of underlying content that's needed to feed the analytics. So we're very encouraged about how that's going to build.

And also, we have in production right now new features and capabilities to add to that Edge platform in coming quarters and coming years. So, we think that's going to be a foundational piece for us.

But as far as Stephane alluded earlier, as a significant contributor to revenue in the third quarter, not yet, it should be a bigger contributor in Q4 and a growing piece of the pie as we go forward. Does that cover it, Tim..

Tim Casey - BMO Capital Markets (Canada)

Yeah. Thank you..

James C. Smith - Thomson Reuters Corp.

Okay..

Frank J. Golden - Thomson Reuters Corp.

Okay. I think we have one final question. So, we'll take that call, please, or question..

Operator

We'll go to the line of George Tong with Goldman Sachs..

George Tong - Goldman Sachs & Co. LLC

Hi. Thanks. Good morning. Recurring revenue growth in your Legal global solutions business accelerated to 9% in 3Q from 7% to 2Q.

Can you elaborate on the drivers of the acceleration and what unusual factors there were in the quarter that makes you think that recurring growth may not be sustainable at these levels?.

Stephane Bello - Thomson Reuters Corp.

No, that's a pretty strong organic growth rate for the segment. As I said in the remarks, George, I think we expect to see continuing strong performance of the business, maybe not quite 9%, but mid-to-high single digit is what this segment should be able to achieve over time in terms of their recurring revenue base for growth.

What happened in the quarter specifically, I think, we had like a particularly strong quarter from our CLEAR business and a couple of other business is that that really delivered like stronger than expected growth.

But, as I said, I think that this Legal solution if you look at the future evolution of the Legal segment, it's that part of the segment where we see a lot of growth, right, and so both in terms of investments that we're making organically and also acquisitions, that's the segment we'd like to make as big as possible as quickly as possible..

George Tong - Goldman Sachs & Co. LLC

Got it. Thank you..

Frank J. Golden - Thomson Reuters Corp.

Okay. That'll be our final question. So I'd like to thank everyone for joining us today. And as I mentioned earlier, you can find the transcript and the slides on our website following this call. Speak to you again next quarter. Thank you..

Stephane Bello - Thomson Reuters Corp.

Thank you..

Operator

Thank you. And ladies and gentlemen, the conference will be available for replay after 10:30 AM Eastern Time today running through Tuesday, November 13 at midnight. You can access the replay system by dialing 1-800-475-6701 and entering the access code of 454958. International participants may dial 320-365-3844.

The numbers again are 1-800-475-6701 and 320-365-3844 with the access code of 454958. That does conclude your conference for today. Thank you for your participation and for using AT&T Executive Teleconference. You may now disconnect..

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