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Text: We believe this provides the best basis to measure the underlying performance of the business.
Actual results may differ materially due to a number of risks and uncertainties related to the COVID-19 pandemic and other risks discussed in reports and filings that we provide from time to time to regulatory agencies.
You may access these documents on our website or by contacting our investor relations department.
Danish was tragically killed while on assignment in Afghanistan last month.
The impact of his loss has been significant for all of us, especially his Reuters News colleagues, and we will continue to honor his memory.
Now we'll move to our financial performance for the second quarter.
I'm pleased to report the momentum we saw in the first quarter accelerated in the second quarter.
Our strong performance was above our expectations and positions us well for the second half of the year.
This strong performance reflects several things: First, the solidity of our franchises, our must-have products and our market positions.
Second, the strength of the information services market itself, which is presenting us with opportunities to expand our positions and further accelerate growth.
Third, the realization and conviction by our customers that they need to reapportion their spend toward our products and solutions that can fit their workflow and drive growth and productivity.
And finally, customers have growing confidence in both an improving economic environment and their own future prospects.
So we're pleased with our first half performance, which increases our confidence in our prospects for the second half of the year and for 2022.
Now to the results.
Prevailing tailwinds are playing to our strengths and contributing to strong revenue and sales growth.
The second quarter's total company organic revenue growth of 7% was the highest in over a decade, and the big three businesses also grew at 7%.
This revenue growth was mirrored by strong sales growth across the company as customers position themselves to meet expected demand.
We also continued to execute aggressively on our Change Program and achieved run rate savings of $90 million as of June 30th.
The program is on track and we will continue to ramp it up in the second half.
Given this strong first-half performance, we are raising our full-year guidance.
We now forecast total company organic revenue growth between 4% and 4.5% and organic revenue growth for the big three of between 5.5% and 6%.
Total company EBITDA margin is forecast to range between 31% and 32%.
And the big three EBITDA margin is now forecast to be approximately 39%.
And free cash flow is now expected to range between 1.1 and $1.2 billion.
Lastly, today, we announced a new $1.2 billion share buyback program.
If we are able to complete the buyback program this year, we will have returned over $2 billion to shareholders in 2021, including dividends.
Second quarter reported revenues were up 9% with organic revenues up 7%.
Revenue growth was solid for each business segment, including strong growth from our Latin American and Asia and emerging markets businesses, which grew organically more than 20% and 10%, respectively.
Adjusted EBITDA increased 5% and to $502 million, reflecting a margin of 32.7%.
Excluding costs related to the Change Program, the adjusted EBITDA margin was 35.4%.
This strong performance resulted in adjusted earnings per share of $0.48 compared to $0.44 per share in the prior-year period.
Turning to the results for the segments.
As I mentioned, the big three achieved organic revenue growth of 7% for the quarter, a very strong performance.
Legal second-quarter performance was impressive with organic revenue growth of 6%, the highest quarterly growth since 2008, and building on 5% growth for the first quarter.
The U.S. legal market is quite healthy, particularly in small law, where sentiment continues to be strong as attorneys anticipate solid demand over the next 12 months.
But this strong growth isn't isolated to small law, it's across the business: small, mid, and large firms, government and across our product lines and geographies.
First, Westlaw Edge continues to achieve strong sales growth and ended the quarter at 57% ACV penetration compared to 52% at year-end 2020.
We continue to forecast an ACV penetration rate between 50% -- between 60% and 65% by year end.
Second, Practical Law, as reported in the legal segment, continued its strong performance, growing double digit.
We forecast similar growth going forward, and we continue to invest in this key growth initiative.
Third, our government business, which is managed within our legal segment, continues to see good momentum and grew 8% organically.
We forecast government's growth to accelerate in the second half of the year.
And fourth, FindLaw and our businesses in Canada, Europe, and Asia all grew mid to upper single digit in the quarter.
Finally, legal also achieved very strong sales for both the quarter and half year, recording double-digit recurring sales growth, reflecting the strength and health of the legal market and our customers' willingness to spend.
Turning to the corporates business.
Organic revenues grew 4%.
We forecast revenues will accelerate in the second half of the year with healthy growth expected from our direct and indirect tax businesses, risk, the legal products sold into corporates and from Europe, Latin America, and Asia and emerging markets.
Tax and accounting's organic revenues grew 15%, benefiting from a 43% increase in transactional revenues, primarily driven by the year-over-year timing of individual tax filing deadlines.
Recurring revenue growth was also strong at 9%.
Reuters News' organic revenues grew 6% in the quarter, a very good performance, driven by the professionals business, including strong Reuters events growth as it begins to recover from the negative impact from COVID-19 in 2020.
And Global Print organic revenues also grew 6%, partly due to an easier prior-year comparable, but also attributable to a gradual return to office by our customers and higher third-party revenues.
In summary, it was a very strong quarter and our businesses are in a solid position.
But we take nothing for granted, and we still have much hard work to do in executing our Change Program.
With this in mind, I would like to express my gratitude to our employees, our colleagues for a strong first-half performance, which will allow us to intensify our investments in the health and growth of our businesses, enabling us to further support our customers in the second half and into next year.
The increase in our full-year 2021 organic revenue guidance puts us on a path to exceed our pre-COVID 2019 organic revenue growth rates for both total company and the big three.
And it also increases our confidence to achieve our 2023 revenue growth target of 5 to 6%.
Our confidence is also increasing as our legal business is now achieving 5%-plus organic growth.
We believe legal has multiple levers to pull to drive organic growth to between 5 and 6% by 2023.
And the corporates segment is expected to build on its first-half 2021 results over the balance of this year.
We continue to forecast organic growth for corporates between 7% and 9% by 2023.
And we forecast Tax & Accounting will achieve solid organic revenue growth this year and be able to achieve a growth of 6% to 8% by 2023.
So in closing, we're working to transform Thomson Reuters into a leading content-driven technology company.
We're making good progress, but we still have much to accomplish.
We're off to a strong start, and we're confident that 2021 is setting the foundation to position us to be able to consistently and sustainably drive strong operating and financial performance that builds value for our customers, colleagues, and shareholders for the long term.
Let me now hand it off to Mike, who will discuss the second quarter's results in detail.
As a reminder, I will talk to revenue growth before currency and on an organic basis.
Let me start by discussing the second-quarter revenue performance of our big three segments.
Organic revenues and revenues at constant currency were both up 7% for the quarter.
This marks the fourth consecutive quarter our big three segments have grown at least 5% and represents the highest growth for our big three segments in over a decade.
Legal professionals revenues increased 7%, and organic revenues were up 6%.
Recurring organic revenue grew 6%, and transaction revenues increased 14% due to our Westlaw, Practical Law, and government businesses.
Please note, 60% of Practical Law's revenues are recorded in the legal professionals segment and 40% is recorded in the corporates segment.
Westlaw Edge continued to contribute about 100 basis points to legal's organic revenue growth while continuing to maintain a healthy premium.
And Edge has now been adopted by all U.S. federal government courts, and by courts, in 44 states.
Our government business, which is reported within Legal and includes much of our risk, fraud, and compliance offerings, had a strong quarter with total revenue growth of 10% and organic growth of 8%.
In our corporates segment, total and organic revenues increased 4%, led by recurring organic revenue growth of 5%.
Transactions organic revenue grew 1% due to a difficult prior-year comparison when 4 million of onetime CLEAR revenue was recorded and did not reoccur this year.
We forecast corporates revenue to accelerate in the second half of the year.
And finally, tax and accounting's total and organic revenues grew 15%.
Growth was driven by the Latin American businesses, audit solutions, which includes confirmation, and a 43% increase in transaction revenues resulting from the year-over-year timing of individual tax filing deadlines.
I will remind you, last year, pay-per-return revenue shifted from the second quarter to the third quarter.
Normalizing for this timing, organic revenues for tax and accounting were up 10% in Q2.
Moving to Reuters news.
Total and organic revenues increased 6% primarily due to our professional business, which includes Reuters events.
This performance was slightly better than we had anticipated.
And Global Print total and organic revenues increased 6% in the quarter.
This performance was better than expected, driven by higher third-party revenues for printing services and a gradual return to office by our customers.
Despite this higher performance, we still forecast full-year revenues to decline between 4% and 7%.
On a consolidated basis, second-quarter total and organic revenues each increased 7%.
Before turning to profitability, let's look closer at recurring and transaction revenue results for the second quarter.
Starting on the left side, total company organic revenue for the second quarter of 2021 was up 7% compared to a 2% decline in the second quarter of 2020 due to the impact of COVID-19.
If we look at Q2 2021 performance for the big three, you will see organic revenues increased 7%, a strong performance and well above the 2% performance in Q2 2020.
Total company recurring organic revenues grew 5% in Q2, 210 basis points above Q2 2020.
And the big three recurring organic revenues grew 6%, which was above last year's second quarter growth of 4%.
Turning to the graph on the bottom right of the slide, transaction revenues were up significantly year over year as the second quarter of 2020 was impacted by COVID-19, which affected our implementation services and the Reuters events business.
We continue to remain encouraged by the momentum in 2021, especially for recurring revenues, giving us confidence in the trajectory of the business and the sustainability of higher revenue growth beyond 2021.
We are also providing guidance for the third quarter given the various impacts related to COVID-19.
Starting with the total TR chart on the top left, we estimate third-quarter total and organic revenues will grow between 3.5% and 4%.
The big three total and organic revenues are forecast to grow between 5% and 5.5% in the third quarter.
Big three growth will be slightly depressed due to the timing of tax and accounting's pay-per-return revenues in 2020 that shifted 6 million from Q2 to Q3 due to the delay in the tax filing deadline.
We forecast third-quarter revenue growth of low-single digit for tax and accounting.
On a normalized basis, we expect revenue growth of mid-single digits for tax and accounting.
Moving to Reuters news.
We forecast third-quarter total and organic revenues to grow between 2% and 3%, driven by all Reuters news business lines.
Finally, Global Print third-quarter revenues are expected to decline between 5% and 8%, and we forecast full-year revenues to decline between 4% and 7%.
Turning to our profitability performance in the second quarter.
Adjusted EBITDA for the big three segments was 487 million, up 14% from the prior-year period, and the related margin increased 180 basis points due to strong margin improvement across each of the segments.
The strong EBITDA margin improvement for each of the three businesses was driven by higher revenue growth and a benefit from 2020 cost savings initiatives.
I will remind you the Change Program operating costs are recorded at the corporate level.
Moving to Reuters news.
Adjusted EBITDA was 35 million, 10 million more than prior-year period, driven by revenue growth, 2020 cost savings initiatives, and timing.
Global Print's adjusted EBITDA was 56 million with a margin of 37.9%, a decline of about 260 basis points due to higher costs and the dilutive impact of lower-margin third-party print revenue.
So in aggregate, total company adjusted EBITDA was 502 million, a 5% increase versus Q2 2020.
The increase resulted in higher revenues partially offset by Change Program costs, which I will address in a moment.
The second quarter's adjusted-EBITDA margin was 32.7% and was 35.4% on an underlying basis, excluding costs related to the Change Program.
This slide provides more granularity regarding our expectations for our reported adjusted-EBITDA margin for the full-year 2021.
For the first six months, total company adjusted-EBITDA margin was 34.1%, and the big three segment's adjusted-EBITDA margin was 40.5%.
On an underlying basis, excluding Change Program cost, total company adjusted-EBITDA margin was 35.7%.
And as Steve mentioned, we are increasing our full-year total company guidance for adjusted-EBITDA margin to a range of 31% to 32%, and for the big three segments to approximately 39%.
And while first-half performance is impressive, we continue to recommend you assess our adjusted-EBITDA margin on a full-year basis as we expect the margin to decline in the second half for several reasons.
First, we expect to increase our investment in the Change Program, which will have a negative impact of between 150 to 200 basis points for the total company.
Second, we forecast additional business-as-usual investments outside of the Change Program in advance of 2022.
For example, we will invest more in go-to-market initiatives, enterprise technology, and data and analytics capabilities.
This will dilute the margin between 150 and 200 basis points for the total company and between 200 and 250 basis points for the big three segments.
And finally, savings from the Change Program are forecast to provide a benefit to total company and big three adjusted-EBITDA margin of 100 to 150 basis points.
We believe we have good visibility into the levers at our disposal to achieve our updated full-year margin guidance and are confident in our ability to achieve our target of 31% to 32%.
Now let me turn to our earnings per share, free cash flow performance, and Change Program cost.
Starting with earnings per share.
Adjusted earnings per share was $0.48 per share versus $0.44 per share in the prior-year period, a 9% increase.
The increase was mainly driven by higher adjusted EBITDA.
Currency had no impact on adjusted earnings per share in the quarter.
Let me now turn to our free cash flow performance for the first half.
Our reported free cash flow was 618 million versus 340 million in the prior-year period, an improvement of 278 million.
Consistent with previous quarters, this slide removes the distorting factors impacting free cash flow performance.
Working from the bottom of the page upwards, the cash outflows from discontinued operations component of our free cash flow was 36 million more than the prior-year period.
This was primarily due to payments to the U.K. tax authority related to the operations of our former Refinitiv business.
Also in the first half, we made 28 million of Change Program payments, as compared to Refinitiv-related separation cost of 76 million in the prior-year period.
So if you adjust for these items, comparable free cash flow from continuing operations was 692 million, 311 million better than the prior-year period.
This increase is primarily due to higher EBITDA, favorable working capital movements, and dividends from our interest in LSEG.
Now an update on our Change Program costs for the second quarter and the rest of 2021.
Let me start by saying none of the annual estimates have changed from what we provided last quarter for the full year.
Spend during the second quarter was within the range provided last quarter at 71 million, including 41 million of opex plus $29 million of capex.
This brings the first-half total spend to 91 million.
We now anticipate spending between 210 and 260 million in the second half, opex plus capex.
Spend is forecast to step up related to cloud migration, streamlining internal systems, third-party contractors to support the Change Program, and higher capital expenditures.
For the full year, we expect Change Program spend, opex plus capex to be at the lower end of the range of 300 million to 350 million.
And there is no change in the anticipated split of about 60% opex and 40% capex.
We will continue to provide quarterly updates on our Change Program spend as we move through the year.
Now an update on our run-rate Change Program savings for the second quarter.
In the second quarter, we achieved 71 million of annual run-rate operating expense savings.
This brings the total annual run-rate operating expense savings up to 90 million for the Change Program.
We are currently on track with our run-rate savings expectations.
As a reminder, we anticipate operating expense savings of 600 million by 2023 while reinvesting 200 million back into the business for a net savings of 400 million.
We will continue to provide quarterly updates on our annual run-rate Change Program savings as we move through the year.
And as Steve outlined, today, we increased our full-year outlook for revenue growth, margin, and free cash flow, which is reflected on the slide.
Lastly, we reaffirmed the balance of our full-year 2021 guidance, as well as our 2022 and 2023 guidance previously provided and we remain confident in achieving the targets for all metrics.
So, Sue, if we can have the first question please.

user
compname reports q2 adjusted earnings $0.48/share.
new $1.2 billion buyback program announced.
quarterly adjusted earnings per share $0.48.
raised full-year 2021 total company and big 3 guidance for revenue growth, adjusted ebitda margin and free cash flow.
reaffirmed its outlook for 2022 and 2023.
change program on track, achieved $90 million of run-rate operating expense savings through june 30.
quarterly legal professionals revenues increased 7% (6% organic) to $673 million at constant currency.
quarterly corporates revenues increased 4% (all organic) to $348 million at constant currency.
quarterly tax & accounting professionals revenues increased 15% (all organic) to $197 million at constant currency.
quarterly reuters news revenues of $168 million increased 6%, all organic at constant currency.
quarterly global print revenues increased 6% to $147 million at constant currency.
reuters events continues to hold all events virtually and continues to assess when in-person events can resume.
global print's full-year 2021 revenues are forecast to decline between 4% and 7%.
quarterly corporate costs at adjusted ebitda level were $76 million, including $41 million of change program costs.

assistant