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M&A Announcement

Jun 27, 2023

Operator

Good day, everyone. Welcome to the Thomson Reuters acquisition of Casetext conference call. Today's conference is being recorded. At this time, I would like to turn the conference over to Gary Bisbee, Head of Investor Relations. Please go ahead, sir.

Gary Bisbee
Head of Investor Relations, Thomson Reuters

Thank you, Paula. Good morning, everyone, thank you for joining us today to discuss our agreement to acquire Casetext. I'm joined today by our CEO, Steve Hasker, CFO, Mike Eastwood, and Chief Product Officer, David Wong, who will discuss this announcement and take your questions following their remarks. Please note that our intention today is to discuss only the Casetext acquisition and a related generative AI strategy and not comment on our second quarter financial performance. We plan to report our Q2 results on August second. To enable us to get through as many questions as possible, we'd appreciate it if you'd limit yourself to one question and one follow-up each when we open the phone lines. Today's presentation contains forward-looking statements and non-IFRS financial measures.

Actual results may differ materially due to a number of risks and uncertainties discussed in reports and filings that we provide to regulatory agencies. You may access these documents on our website or by contacting our Investor Relations department. Let me now turn it over to Steve Hasker.

Steve Hasker
CEO, Thomson Reuters

Thank you, Gary. Good morning, everyone. Thanks for joining us today. I'm excited to announce a definitive agreement to acquire Casetext, a leading provider of generative AI-powered tech solutions through its legal AI assistant offering, CoCounsel. We see this acquisition as another step in our build, partner, and buy strategy to bring generative AI capabilities to our markets, building upon our organic product roadmap and the recent Microsoft 365 Copilot announcement. We believe Casetext will accelerate our offerings and our progress and expand our market potential for these new offerings. Before providing a more detailed description of the company and why we're excited about the combination, I'll briefly review the transaction details. Thomson Reuters has entered into a definitive agreement to acquire Casetext for $650 million in cash, which we expect to fund with proceeds from recent sales of our London Stock Exchange stake.

Subject to receiving regulatory approvals, we expect the transaction to close in the second half of 2023. While Casetext brings limited initial revenue, we expect it to grow rapidly and be accretive to revenue growth over the next few years. The acquisition initially will be modestly dilutive to margins, though we expect profitability to scale with revenues. We will provide more detailed financial commentary following the close of the transaction. Since its founding in 2013, Casetext has provided solutions that empower legal professionals to work more efficiently and provide higher quality representation to more clients. Over the past year, the company has refocused its efforts on generative AI, and specifically its CoCounsel legal AI assistant offering, which is built on OpenAI's GPT-4 model.

Following the March 1 launch of this first-of-its-kind offering, the company has garnered significant industry attention and built an impressive pipeline of customer opportunities. We're excited to have the Casetext team, led by CEO Jake Heller, join Thomson Reuters, and believe that the combination will create significant value for our customers and growth potential for the combined company. Let me now hand it over to our Chief Product Officer, David Wong, who will discuss the CoCounsel offering, strategic rationale for the acquisition, and also our recent Microsoft 365 Copilot announcement.

David Wong
Chief Product Officer, Thomson Reuters

Thanks, Steve. Casetext's CoCounsel offering is aptly named as it operates as a co-counsel for legal professionals, performing a range of both routine and sophisticated legal-specific tasks, which they call skills. They deliver these skills through a single compelling chat-based Q&A user interface. Attorney users can delegate tasks, including research memo drafting, document review, document summarization, deposition preparation, and more to CoCounsel. The automation of these time-consuming tasks provides significant productivity benefits for legal professionals, freeing them up to focus on higher-value work. Casetext has also built a set of internal tools to quickly create these skills. Each skill is a playbook of steps modeled after the workflow of a human attorney or paralegal, and is designed to instruct GPT-4 to produce output that is highly relevant and solves for each legal task. CoCounsel currently includes eight legal skills, and Casetext has a pipeline of additional skills in development.

We believe CoCounsel is the most advanced legal AI assistant on the market today, and see the combination of its leading technology with Thomson Reuters' authoritative and trusted content and insights, providing significant value for the legal industry. The combination of Casetext with Thomson Reuters offers a compelling strategic fit that will provide meaningful benefits for our customers and strong long-term value creation for our shareholders. I'll highlight four key investment positives. First, Casetext will accelerate our ability to bring generative AI capabilities to our portfolio and markets. The CoCounsel legal AI assistant has had positive initial industry reception and brings an active pipeline. In addition, the company has created a set of internal tools which can be used by subject matter experts to rapidly create new CoCounsel skills.

We look forward to working with the Casetext team to invest in continued development and expansion of CoCounsel, both from its existing roadmap and also for new CoCounsel skills that leverage Thomson Reuters content and insights. We believe that these efforts will make CoCounsel more compelling. The acquisition adds attractive new automation offerings to our portfolio that are incremental to our core research capabilities, increasing our addressable market opportunity. Six of the eight current CoCounsel skills and several others in development, help customers in their work beyond legal research and appeal broadly to attorneys involved in litigation and transactional areas of the law. We see a significant opportunity to create value for our professional markets by more fully integrating our research insights and workflow software solutions.

We believe Casetext, along with our Microsoft 365 Copilot integration, are likely to accelerate this merging of insights and workflows, which we believe will bring significant productivity benefits to our customers and a larger position for Thomson Reuters in the legal workflow space. Fourth, we believe Casetext can accelerate our creation and launch of AI assistance in professional domains beyond legal, including our core tax and accounting and risk, fraud, and compliance markets. We can use our resources and domain expertise, coupled with the generative AI platform built by Casetext, to replicate the concept and bring value to our broader customer base. Across these four points, we see a significant opportunity to leverage our distribution scale and customer relationships to drive upsell and cross-sell of CoCounsel and a growing portfolio of generative AI offerings.

In summary, we see a compelling strategic case for the acquisition of Casetext and look forward to working with their talented team to drive value for our customers through an accelerated integration of generative AI across our portfolio and markets. Let me also briefly discuss our May 23rd announcement of an intelligent drafting solution that will be offered through integration with Microsoft 365 Copilot. We are very excited about the potential of this offering, which will provide access to Thomson Reuters trusted knowledge, content, and AI technology, right where work happens in Microsoft Word. Legal professionals will now be able to leverage Thomson Reuters content and AI solutions when drafting documents in Microsoft Word. Through our plugin, seamlessly incorporate the authoritative content, analytics, and expertise of Westlaw Precision, Practical Law Dynamics, and Document Intelligence right into their workflow.

This combination offers a compelling step forward in legal drafting automation that we believe will bring significant and lasting productivity improvement to attorneys and the legal industry. It's worth noting that we have a modest position in legal drafting today, and we believe the power of generative AI solutions will expand this product category and thus believe this offering has potential to be an incremental driver for our legal business in the future. Customer feedback to date has been extremely positive, and we look forward to working with Microsoft to deliver this compelling drafting solution to our legal customers as they roll out the 365 Copilot offering over the next few quarters. Let me turn it back to Steve for some closing remarks.

Steve Hasker
CEO, Thomson Reuters

Thanks, David. Let me close by taking a step back and reviewing our broader generative AI strategy. As we discussed on our first quarter earnings call, we see significant potential for incorporating generative AI across our portfolio. We have a long history as a leader in leveraging emerging technologies, including machine learning and AI, for the benefit of our markets. We see a clear path to enhanced value for our customers across legal, tax, and risk markets by integrating generative AI into our offerings. To this end, we have committed to and are investing to build generative AI capabilities into key research franchises, Westlaw and Practical Law by year-end.

We bring significant advantages that give us confidence we can be a leader in leveraging generative AI for the benefit of our customers. We believe generative AI provides us an opportunity to extend our leadership in legal research more deeply into the fast-growing sub-segment of legal workflow software. We have committed to investing more than $100 million annually on AI technologies to drive our organic product roadmap. As this announcement indicates, we will also pursue strategic M&A that bolsters our capabilities and accelerates our roadmap. We are confident that our build, partner, buy investment approach positions us to lead the way forward with generative AI capabilities for the benefit of our customers and shareholders. Let me now turn it back to Gary for questions.

Gary Bisbee
Head of Investor Relations, Thomson Reuters

Thank you. Follow up, we're ready to begin the Q&A.

Operator

Thank you. To signal for a question, please press star one on your telephone keypad. If you are using a speakerphone, please make sure that your mute button is turned off to allow your signal to reach our equipment. Once again, it is star one at this time for questions. First, we'll go to Aravinda Galappatthige with Canaccord Genuity.

Aravinda Galappatthige
Managing Director of Institutional Equity Research, Canaccord Genuity

Good morning. Thanks for taking my questions, and congrats on the acquisition. I guess one question for me. With respect to CoCounsel, I was wondering if you can expand a little bit on, you know, what improvements you can drive to the product? You know, given sort of the resources that you bring to the table, I know that in the past, with some of your other products, you use a large number of attorneys to sort of improve the quality of annotation and so forth. What can you perhaps, you know, do to, I mean, fully understand the distribution side, but what can you do to sort of enhance the robustness of the product, you know, once it's under the TRI umbrella? Thanks.

David Wong
Chief Product Officer, Thomson Reuters

Hi there. This is David Wong. Great question. I think there are three different ways that we're looking at in enhancing the CoCounsel solution. Number one is looking to incorporate Thomson Reuters content. Casetext has had access to a research database for some time, but we believe that we will bring a superior set of content and data with better annotation and better reference ability for our customers. They'll increase the confidence in their solution, particularly when used in the higher end of the market. I think, number two, is we will help them to scale. They are, again, serving a relatively small number of customers today.

We have a significantly larger customer base, and our teams are focused on how do we create solutions that, again, can scale to a much larger customer base while maintaining cost efficiency. Then the third is interconnection with software products. The work that we've been doing with Microsoft highlights our partnership strategy in being able to integrate through APIs with software products, and we're looking to do the same with CoCounsel to more directly integrate them with our own tools, as well as the ecosystem of legal software products.

Aravinda Galappatthige
Managing Director of Institutional Equity Research, Canaccord Genuity

Thank you very much. I'll pass the line.

Operator

Moving on, we'll go to Kevin McVeigh with Credit Suisse.

Kevin McVeigh
Managing Director, Credit Suisse

Great, congratulations on what looks like a really, really nice transaction. Steve or Mike, is there any way to think about, you know, as the kind of eight legal skills? Sounds like there's eight and more to be developed, but as they scale across Thomson's existing client base, maybe the rate of adoption, and does it help the mid-market? I'd imagine it helps the upper market too, but, you know, how should we think about that and maybe that within the context of, you know, it seems like you're in a really nice position, particularly given, you know, the technology transformation that we're on the back end of now, but just maybe if we think about it, scaling across the existing ecosystem would be helpful.

Steve Hasker
CEO, Thomson Reuters

Yeah. Kevin, thanks. It's Steve. I think there's a couple of sort of ways to think about extending and accelerating our efforts in generative AI and Casetext's existing efforts. The first is distribution. You know, we think we can bring CoCounsel at an accelerated rate to the sort of larger, you know, global large law firms. We also think we can do the same within within the mid the sort of what we call the mid-sized law firms. Casetext have traditionally had a solid business providing content and information to the small law firms. We obviously have a pretty strong presence there with a variety of products as well.

Across that sort of full list of law firms, we think there's an opportunity to enhance distribution of their existing offerings in CoCounsel. We also have started to scratch the surface under Laura Clayton's leadership with general counsels and the broader Corporates market, legal side of the Corporates market. We see an opportunity there. I think that's one way to think about the sort of growth vectors. The other way to think about them is expanding the size of the TAM. We enjoy, you know, thanks to the skill of our teams, particularly Mike Dane and Emily Colbert and their folks, leadership positions in the research space, Practical Law, Westlaw, and so forth.

As we look at this, and David talked a bit about this in his remarks, we're pretty excited about extending that leadership into workflow software and providing solutions to enable lawyers to focus on more value-added tasks to increase the accuracy and efficiency of everything they do. That's a, we think, a pretty significant opportunity for us to accelerate that expansion into workflow software and to increase the addressable markets, that we play in.

Kevin McVeigh
Managing Director, Credit Suisse

That's super helpful. Just maybe real quick, any thoughts on the competitive environment? Is it bringing in a kind of a new set of competitors, or is it, you know, still the traditional firms that you compete against?

Steve Hasker
CEO, Thomson Reuters

Yeah, I mean, I think Kevin, my view is it's too early to tell. You know, we're very proud of the sort of leadership positions we've established with and Practical Law D ynamic. I think in the generative AI space, you know, there's been a sort of a series of announcements and there will no doubt continue to be, my take is too early to tell.

I think what we're committing to is accelerating our efforts and as part of this build, partner, buy approach, you know, on the back of our announcement to invest dollars a year, our announcement around the copilot with Microsoft, this is another sort of data point for you as we think about that journey, and we're committed to establish a leadership position in and around generative AI as it's applied to the legal profession, the tax and accounting profession, and the risk, fraud, and compliance profession. That's very much where we're focused. We'll also explore opportunities where we see them to explore generative AI in our news, in our news agency as well.

Kevin McVeigh
Managing Director, Credit Suisse

Congrats again. Thank you.

Steve Hasker
CEO, Thomson Reuters

Thanks, Kevin.

Operator

Next, we'll go to Scott Fletcher with CIBC.

Scott Fletcher
Director of Equity Research, CIBC

Hi, good morning. I wanted to follow up on the scaling and the distribution question. I'm just curious, is the Casetext and the CoCounsel product, as it currently exists, ready to be scaled up and introduced to the sort of large law firms? Is there work that needs to be done to get it ready for, you know, higher, the higher end of the market for distribution?

David Wong
Chief Product Officer, Thomson Reuters

Thanks, Scott. Great question. Number one is there's, again, a high degree of interest from all segments of the market, including the top end of the market, with the existing CoCounsel solution. We believe that for, again, the short term, that they have the capacity, they have the scale to deliver. In the long term, again, we are hoping to be able to address the much fuller set of our market and our customer base, which require, again, further efficiency and just scaling of their platform. Again, in the short term, again, we're seeing interest from the top end of the market, just as, again, as they've had success in the small end of the market. We believe that they have the capacity to deliver on that pipeline, with their existing product.

Steve Hasker
CEO, Thomson Reuters

I'd just add, Scott, that the, you know, access to our content and databases will provide, I think, some further wind in the sails for CoCounsel. That's certainly the way that the Casetext leadership team are looking at this.

Scott Fletcher
Director of Equity Research, CIBC

Okay, that makes sense. Thank you.

Operator

Moving on, we'll go to Heather Balsky with Bank of America.

Heather Balsky
Equity Research Analyst, Bank of America

Hi, thank you for taking my question. I'm curious, when you talk about build, partner, buy, and the decision to do this acquisition, why buy versus build? I guess I'm curious about their technology and why you decided to not replicate it yourself and rather buy it, and how that kind of shapes your investment plan going forward in terms of the areas where you will invest. Thanks.

Steve Hasker
CEO, Thomson Reuters

Yeah. Thanks, Heather. This is Steve. You know, as I said in my remarks, we're committed to a build, partner, and buy strategy. The $100 million we announced a couple of weeks ago is very much centered on the build component. You know, David and Shawn Malhotra, our Head of Engineering, their teams have moved into overdrive in terms of our own build activities. You know, we will pilot generative AI integrated into Westlaw and Practical Law this summer, and we expect to launch generally available by the end of the year, and that's very much along the lines of the build.

In terms of partner, obviously, we started with the Microsoft partnership, and as David said, we're very excited about the potential for that to really play a transformative role in the legal profession and make lawyers' lives more efficient and candidly, more enjoyable. Last but not least, the Casetext acquisition. As we looked at Casetext, it very much is a case of expanding and accelerating our own activities. You know, we got to know Jake Heller and his team. We got to a sense for what they've built in terms of CoCounsel, we saw it as additive to our existing efforts.

It doesn't necessarily replace anything that we're already doing or planning to do, but it is an accelerant, and it is an addition. Anything to add, Dave?

David Wong
Chief Product Officer, Thomson Reuters

No, I think the only thing to add is, and this is I think, well known, that Casetext is one of a very small number of customer or companies rather, that had early access to GPT-4 from OpenAI. So they have know-how and experience, which is unique in the marketplace. We felt that that experience, as well as again, their broad approach to cover a wide range of legal skills, was again, additive to our own strategy to build our generative AI capabilities into our research products and into our own legal workflow products.

Heather Balsky
Equity Research Analyst, Bank of America

I appreciate that. My follow-up, I know you guys are gonna share financials at a later date, but, can you provide any color with regards to the, I guess, cash outflow from the business and how it may impact free cash flow, once you close?

Mike Eastwood
CFO, Thomson Reuters

Yeah, Heather, it's Mike. We would prefer to wait until closing to go into that level of detail on the overall financials. We'll be very transparent at that time, as always. With that said, Heather, we see significant value creation over time as we drive growth with CoCounsel and leverage their capabilities. We'll go into all the relevant financials by closing, during the second half of 2023, Heather.

Heather Balsky
Equity Research Analyst, Bank of America

Okay. Appreciate that. Thanks.

Mike Eastwood
CFO, Thomson Reuters

Indeed.

Steve Hasker
CEO, Thomson Reuters

Thanks, Heather.

Operator

Next, we'll go to Vince Valentini with TD Cowen.

Vince Valentini
Managing Director and Senior Equity Research Analyst, TD Cowen

Yeah, thanks very much. Try to push on that a little bit more. Can you give us just any sort of concept of how you think about valuation for acquisitions like this, where you clearly not enough revenue to value it on today, no EBITDA, no free cash flow? Do you look out sort of 5 years to some sort of EBITDA level and discount back? Or do you just say: "Hey, this is strategic. We have to pay what we have to pay, or else one of our competitors is going to grab it, and it doesn't really fit any model, but it has to be done.

Mike Eastwood
CFO, Thomson Reuters

Vince, fair question. We apply a very disciplined approach to all acquisitions, including Casetext. We have prepared our traditional DCF models. We have applied all of our financial metrics and hurdles therewith. With Casetext, as similar with other acquisition, we're looking at the midterm, long-term growth potential. We are very optimistic that Casetext can accelerate our organic growth in the midterm and long term. Over that time horizon, the margins will improve and expand and generate free cash flow over that time horizon. We applied a very consistent approach, Vince, to this acquisition, as we've done others, just a little bit longer time horizon, maybe with it. As we go into the second half of 2023 and in February, we'll provide more details with it.

The key thing I would take away, Vince, is I think it will be an accelerant to our organic growth, as we go into 2024 and beyond.

Vince Valentini
Managing Director and Senior Equity Research Analyst, TD Cowen

Okay. A quick follow-up.

Mike Eastwood
CFO, Thomson Reuters

Sure.

Vince Valentini
Managing Director and Senior Equity Research Analyst, TD Cowen

Do you think this is sort of indicative of the environment we're in for acquisitions? Is there a bit of an arms race, and we should expect to see more of these sort of Casetext and SurePrep type valuation deals that are great over longer periods of time, but dilutive short term, or is this getting to the end of that cycle?

Mike Eastwood
CFO, Thomson Reuters

It's hard to say, Vince, in regards to applying an umbrella-type statement like that. We look at each acquisition for its own merit. If we identify additional opportunities like SurePrep, like Casetext, we're going to give it a really hard look, because ultimately, does it add value to Thomson Reuters shareholders, and does it create value for our customers? We can check the box, certainly with SurePrep and Casetext on that. We'll continue to be very diligent with each acquisition, Vince, as we move forward, but ultimately, does it create value for our shareholders, and does it assist our customers? I think those are our two north stars.

Steve Hasker
CEO, Thomson Reuters

Yeah, Vince, this is Steve. I'd just add that, you know, as Mike said, we bring a lot of rigor to every acquisition we look at. The vast majority of them, we don't do. You know, SurePrep and now Casetext, a very small number meet the bar that we set out. It's sort of rigor, not arrogance, as we bring it. We're very focused on our big three and acquiring in and around our big three, both accelerating our efforts and increasing the addressable markets that we're going after. We think that both SurePrep and Casetext do that. It's not an accident they're both AI driven.

You know, we're proud of our history in machine learning, and we're excited about our organic efforts to Heather's earlier question. If we see something that can expand and accelerate those efforts, and it meets our financial criteria, we'll go after it.

Mike Eastwood
CFO, Thomson Reuters

Hey, Vince, I would just capstone that. We remain very committed to our balanced capital strategy that we've discussed consistently each quarter with that. Just a reminder, this is an and situation for us. We have the capacity between 23 and 25. This is after completing the recent $2 billion return of capital. Just to remind everyone, we estimate $10 billion of capital capacity between 23-25, which allows us to continue with the and, meaning additional acquisitions, additional returns of capital, and maintaining that annual 10% growth in our dividends.

Vince Valentini
Managing Director and Senior Equity Research Analyst, TD Cowen

Great. Thanks.

Operator

Next from Barclays, we'll go to Manav Patnaik.

Manav Patnaik
Managing Director and Senior Equity Research Analyst, Barclays

Thank you. Mike, I understand, you know, $650 million in the context of $10 billion capacity is not much. I know you're not giving details, but can you just remind us of some of your, you know, hurdle rates or, you know, the rigor that you talk about you put into acquisitions? Like, what are some of the minimums, you know, numbers or things that need to be met for you to justify this?

Mike Eastwood
CFO, Thomson Reuters

Yeah, we have a vast array of metrics that we apply, Manav, in regards to certainly, first and foremost, accretive to our organic growth. We focus very much on IRR. We have hurdle rates there. We focus very much on payback, what's the margin profile over the time horizon? What's the free cash flow, EPS impact, accretive dilution? A vast array of metrics that we apply. Those metrics, as you would expect, have different aspects of short, midterm, and long-term attributes, and we try and balance those overall. We apply a very rigorous financial quantitative approach, consistent with one of the questions earlier, there's always an overlay of strategic importance that we apply and the ability to expand our addressable market over the time horizon.

Manav Patnaik
Managing Director and Senior Equity Research Analyst, Barclays

Got it. Then just, you know, on the product side, I guess. I mean, you know, Casetext has been around for a while and, you know, from your own disclosure, very little revenue, so they haven't really, you know, been much of a threat to you guys. It sounds like the advantage is the early access to GPT, I suppose. Like, I mean, how many years earlier did they have that access? Which I guess prompts you to buy that time, I suppose?

David Wong
Chief Product Officer, Thomson Reuters

Sure. I would highlight two things. Number one is that, I think in the last 12 months, Casetext has pivoted itself to be essentially almost entirely a generative AI company, that nearly all of their internal resources have been put towards building the CoCounsel solution. In many ways, the history that they have is less applicable to the way that we think about evaluating the business today. When it comes to early access to GPT-4, they were given access at the beginning, the first half of 2022, in the early stages of development, that OpenAI had with GPT-4.

Again, have had a chance to be able to work with OpenAI to understand the model, to be able to design use cases, and to become familiar with how best to prompt the model for effective application within their domain.

Manav Patnaik
Managing Director and Senior Equity Research Analyst, Barclays

Okay, thank you.

Steve Hasker
CEO, Thomson Reuters

Moving on, we'll go to Andrew Steinerman with JP Morgan.

Andrew Steinerman
Equity Research Analyst, JPMorgan

Hi, it's Andrew. I know this was touched on a little bit, in slide number six. I was wondering, you know, how CoCounsel could help innovation of Thomson's or Tax and Accounting Solutions products, UltraTax, Checkpoint, et cetera.

David Wong
Chief Product Officer, Thomson Reuters

I'm happy to address that, Andrew. I think we're looking at it in two ways. One is many of the skills that CoCounsel or throughout Casetext has created in CoCounsel are relatively general. If you take a look at what they've published, they'll have features such as document summarization, research within broad databases. That general approach is something which we believe can be applied to documents as well as workflows outside of legal, relatively quickly. Number two is again, internally, their tools as well as their engineering teams, we believe, can be applied to use cases when given the right subject matter experts, and that is what Thomson Reuters brings.

We have subject matter experts that understand the tasks and workflows within tax and accounting, within research, fraud, compliance, and corporate compliance and tax. We anticipate that that combination of our again, expertise and know-how with their technology will allow us to expand beyond just the legal domain. Steve, anything to add?

Steve Hasker
CEO, Thomson Reuters

Yeah, Andrew. I mean, we've obviously, you know, had a chance to think pretty thoroughly about the application to the legal profession and Casetext's ability to sort of expand our addressable markets there in. You know, to David's comments, the thinking around tax and accounting has started. There's a few areas where we're pretty excited about taking their skills, the eight skills that they've built, and applying them to ONESOURCE, to UltraTax, and to Checkpoint, amongst others. I also wouldn't count out the risk, fraud, and compliance space where we look at, we, you know, we look at combining CoCounsel with, for example, the CLEAR dataset.

Andrew Steinerman
Equity Research Analyst, JPMorgan

Mm.

Steve Hasker
CEO, Thomson Reuters

We think there's some very interesting applications there. Now, I want to be careful about sort of not over-promising. We've got a lot of work to do on each of those, but we do think that there's promise in applying CoCounsel to each of the three major clusters of products. You know, of course, the business of news and the profession of journalism will also be influenced, if not transformed, by generative AI. One of the questions that, you know, we'll be asking of the Casetext team is how they might help our newsrooms as well.

Andrew Steinerman
Equity Research Analyst, JPMorgan

Well said. Thank you so much.

Steve Hasker
CEO, Thomson Reuters

Thanks, Andrew.

Operator

Moving on, we'll go to Tim Casey with BMO.

Tim Casey
Managing Director and Senior Equity Research Analyst, BMO

Thanks. Good morning. Could you talk a little bit about how the process of the acquisition unfolded? You know, how did you come across Casetext? Was it a competitive situation? Just if you could help us know how you ended up here and if there was significant competition for the company. Thank you.

Steve Hasker
CEO, Thomson Reuters

Tim, it's Steve. I can't comment. You know, you'd have to ask the Casetext team about sort of their process and sort of the degree to which they opened up the aperture. Certainly, from our lens, this was a conversation directly between them and us. It wasn't as part of a process, if that's where your question's going. You know, as we've as we have accelerated our efforts around Generative AI and really explored not only the applications to Westlaw and Practical Law, but also to Checkpoint, tax and accounting, to risk, and to expanding the legal TAM, we've cast our eye very broadly as to what everyone's doing.

We think there's a lot to learn from many different players, including Casetext. That's really where the conversation started. It was sort of part of a learning exercise on our part, so we initiated those conversations and the more we learned, the more we liked about it. It is a company, as you'd expect, that we've known for quite a while.

Tim Casey
Managing Director and Senior Equity Research Analyst, BMO

Thank you.

Mike Eastwood
CFO, Thomson Reuters

We'll go to Toni Kaplan with Morgan Stanley.

Toni Kaplan
Executive Director of Equity Research, Morgan Stanley

Thanks very much. This was asked a couple of different ways already, but what was really the main differentiator that, you know, led you to Casetext needs to be the asset, like, we need to buy it for $650 instead of try to replicate it ourselves? Was it the OpenAI relationship? Was it would take too much time to replicate it on your own? Did you not have the right people? You know what and then maybe as a follow-up, like, what skills are the most differentiating versus other skills out there with other AI solutions?

Steve Hasker
CEO, Thomson Reuters

Yeah, I'll let David comment on the specific skills, Toni. This is Steve. I would say it's a combination of the things you referred to. The fact that the Casetext has had a longer runway than just about anyone and working with GPT-4 and have developed deep expertise across their team. That was so that OpenAI relationship and the work that's been undertaken for 12 months or so was very influential. I think the 8 skills that they've built, that at least 6 of them are not skills that we have that we've focused on or not yet. We felt strongly that that was also an asset.

We very much liked the Casetext team that Jake Heller has built. It's really a combination of those things that led us to an acquisition rather than a partnership or purely going it alone. David, anything on the specific skills?

David Wong
Chief Product Officer, Thomson Reuters

What I would say is when you look across the broader marketplace of generative AI companies, there's many which have used GPT-4, and many that have actually been just criticized as being a wrapper on top of GPT-4, that, you know, they are finding ways to be able to again, just cleverly prompt, cleverly use GPT-4. What's unique about Casetext and how they have built CoCounsel is they're one of a very few set of companies out there that also have access to data. They had access to the again, the historical Casetext research dataset.

They had the benefit of both the early access to GPT-4, as well as experience in how to combine it with an authoritative dataset, albeit, you know, again, a smaller, you know, less sophisticated one than we have. I think that made them unique versus others in the market that are just using GPT-4 or other LLMs kind of by themselves. That meant that their team, their know-how, their experience, could be much more easily again translated into our own teams, where we're, again, one of the small number of companies that have a really authoritative dataset and the talent and know-how to apply generative AI. Again, just to build on what Steve said.

Within the skills, it's hard to say which, again, is more valuable than another because the application of the skills are very different to customer and to use case. For example, search a database, which is within their skill set, is particularly well suited to, again, knowledge management professionals, legal librarians and researchers. Again, something that we're excited about because that's something they were uniquely able to build. Many of the other skills they have, like document review, summarization, and again, contract analysis, are really well suited to transactional use cases.

Again, it's sort of a long way of saying we're excited about the whole set because they apply to the full diversity of legal work that's happening, and that we think that we'll be able to, again, expand and grow our TAM by looking at that. You know, the other thing I would say is the more general skills that I referred to before, like just document review and summarization, can be extended more easily to tax and accounting, to RSC, to any sort of document driven workflow in the marketplace. We'll look to expand on some of those skills that they've built.

Toni Kaplan
Executive Director of Equity Research, Morgan Stanley

That's really helpful. Just wanted to ask also, you know, I think there were a couple questions on hurdle rates and, you know, how to evaluate acquisitions. Like, I guess from an investor's perspective, you know, that, you know, we don't have all the information that you do. I guess, what are the product milestones that we should be looking for? What are the, you know, what are the benchmarks that we should use to measure ultimately whether this was a good deal for you or not? Thanks.

Mike Eastwood
CFO, Thomson Reuters

Toni, I'll ask David just to comment on some of the product initiatives that we're going to have during the second semester of 2023. I think that's probably a starting point. David, we've done a lot of work, momentum with Westlaw. Steve mentioned a second ago the work that Mike Dahn doing on Westlaw, Emily Colbert on Practical Law. Those are probably two good milestones to share with Toni and the team, just in regards to the second semester.

David Wong
Chief Product Officer, Thomson Reuters

Absolutely right, that our focus for the second semester is on delivering on our organic roadmap. What we've announced to the marketplace is the incorporation of generative AI capabilities to Westlaw Precision, Practical Law Dynamics, Checkpoint, as well as delivering on our Microsoft 365 Copilot integration. Again, with CoCounsel, in time, once we close, our expectation is that we'll expand and enhance their set of skills and sell the CoCounsel solution again in parallel, in packaging with our solutions to legal and then beyond, eventually to other segments of our business.

Mike Eastwood
CFO, Thomson Reuters

Tony, as you would expect, as we go into the Q2, Q3 earnings calls, Gen AI, and this will be a recurring update that we'll provide and as we go into our March 2024 Investor Day. Kind of a continuous dialogue over the next six to nine months on those milestones, both product and quantitative.

George Tong
Senior Research Analyst, Goldman Sachs

Thanks.

Operator

Next, we'll go to Maher Yaghi with Scotiabank.

Maher Yaghi
Managing Director and Telecom/Media Analyst, Scotiabank

Thank you for taking my questions. I just wanted to confirm, you know, the company was part of the Y Combinator network, that's why they got early access to GPT-4? I'm trying to figure out, understand the IP position that they have for CoCounsel. You know, how much of that IP is protected, rather than potentially rebuilt or can be reconstructed by somebody else? You talked about increasing TAM. Can you give us, you know, or quantify what that increase could look like in terms of the long-term opportunity set here through this acquisition? Thank you.

Mike Eastwood
CFO, Thomson Reuters

May, if I could just-

Steve Hasker
CEO, Thomson Reuters

Let me just, you know, hit a couple of those points. Casetext were one of a couple of companies in the legal space that were provided very early access to GPT-4. I don't have any specific insights as to sort of why them and not others, other than, you know, the OpenAI folks seemed to concentrate on players that were much smaller and niche in nature, rather than the sort of larger participators. In terms of the IP, we'll have more on that in time.

What we've been able to do is get a sense for the eight skills they've built and the way in which they've been built, and we think that there are some competitive advantages there that are that are sustainable, particularly when combined with our with our content. Just in terms of the first two parts of the question.

Mike Eastwood
CFO, Thomson Reuters

David, in regards to the third-party, regards to increased TAM, we touched on that during the prepared remarks, but maybe expand on one or two tangible examples that we're focused on.

David Wong
Chief Product Officer, Thomson Reuters

Sure. Again, the way that we look at this is, you know, we have, again, a large addressable market within the research domain, which we've spoken to kind of in many previous conversations. It's related to precision and the expansion of our work there. We see this as being, again, adjacent to that research opportunity.

It is the full set of productivity, technology and tools which the legal industry purchase, as well as the potential for, again, the automation of routine tasks and rote work, which is right now either outsourced, or sent to lower value providers out there, which we see as, again, another opportunity to expand the TAM for a software or technology-driven solution, which is otherwise completed with again some of those providers.

Maher Yaghi
Managing Director and Telecom/Media Analyst, Scotiabank

Thank you. Maybe I can approach this question in another way. Do you see this product eventually being merged into your own product and sold within those products, or will continue to exist as a separate product? How is it priced right now in the marketplace? How do you sell it? How are they selling it? What price are they getting from the typical customer?

Steve Hasker
CEO, Thomson Reuters

I think, I think it's a little early to tell as to to answer your first question. We'll be open-minded about both. Incorporating and accelerating our existing product efforts using CoCounsel and what the Casetext team have built and preserving their exploration of for us very new markets and new forms of spend within the legal profession. We'll have more on that when we close, more on that when we talk, as Mike alluded to earlier, with regard to the financials.

Operator

moving on, we'll go to... Oh, my apologies. Please go ahead.

Mike Eastwood
CFO, Thomson Reuters

No, I was just going to request the next question. Thank you, George.

Operator

Yes, George Tong with-

George Tong
Senior Research Analyst, Goldman Sachs

Hi, thanks. Great, thanks. Hi, good morning. Congrats on the announcement. There are several legal startups leveraging generative AI to automate workflows, including Harvey AI, Darrow AI, Robin AI, and others. Can you discuss what drew you to Casetext as an acquisition candidate over others such as Harvey AI?

David Wong
Chief Product Officer, Thomson Reuters

Sure. Great question. Thank you. I referred to this a little bit in my answer to one of the other questions, which is, there are many companies which are using Generative AI. Again, I think it speaks to just how early and again, how broad the market will eventually be. What I think was unique about CoCounsel and Casetext was that they had the combination of both research databases and knowledge in combination with the use of Generative AI, which is, again, not the case for many of these startups which are out there. It's consistent with our position, where we, again, have a robust, authoritative data set, knowledge, as well as expertise in AI.

There was that similarity in terms of our profile, similarity in terms of our values and our approach, but then also because they had been able to then build the know-how and how to apply generative AI with that head start with GPT-4 in that combination of both the use of generative AI in combination with authoritative research content.

George Tong
Senior Research Analyst, Goldman Sachs

Great, that's helpful. How long will it take to train Casetext on Thomson's dataset? Is this training necessary before you broadly deploy Casetext, or do you feel comfortable deploying Casetext broadly before training on Thomson's dataset?

David Wong
Chief Product Officer, Thomson Reuters

Yeah, great question. I think to be very careful about the terminology, because I think that what we found is that there is a degree of training, but more important is, again, the furnishing of information from research databases to the large language models. Which, again, doesn't require you to retrain the model. It requires, again, the design of prompts and again, the design of furnishing of information as part of context to those large language models. In that respect, we believe that we should be able to move quite quickly to integrate the Thomson Reuters datasets.

We did, some proofs of concepts during our diligence, and again, gave us confidence that we'd be able to move quickly, in connecting our datasets with their technology.

George Tong
Senior Research Analyst, Goldman Sachs

Very helpful. Thank you.

Gary Bisbee
Head of Investor Relations, Thomson Reuters

I think that's the end of the queue. Thanks, everyone, very much for your time, and the IR team is around for follow-up, you know, if anybody needs it. Thank you.

Steve Hasker
CEO, Thomson Reuters

Thanks, everybody. Bye-bye.

Operator

Thank you. That does conclude today's call. We'd like to thank everyone for their participation. You may now disconnect.

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