Wolters Kluwer 2022 Full-Year Report

_{∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth. Benchmark figures are performance measures used by management. See Note 3 for a reconciliation from IFRS to benchmark figures.} 

Full-Year 2023 Outlook

Our guidance for 2023 is provided below. We expect full-year organic growth to be in line with the prior year and the adjusted operating profit margin to improve. In the first and second quarters of 2023, organic growth is expected to be slower compared to the prior year period, most notably in Health and Governance, Risk & Compliance. The adjusted operating margin is expected to ease in the first half.

_{*Guidance for adjusted operating profit margin and ROIC is in reporting currency and assumes an average EUR/USD rate in 2023 of €/$1.07. **Guidance for adjusted free cash flow and diluted adjusted EPS is in constant currencies (€/$ 1.05). Guidance reflects share repurchases of €1 billion in 2023.} 

If the current U.S. dollar rate persists, currency will have a slightly negative effect on full-year 2023 results reported in euros. In 2022, Wolters Kluwer generated over 60% of revenues and adjusted operating profit in North America. As a rule of thumb, based on our 2022 currency profile, each 1 U.S. cent move in the average €/$ exchange rate for the year causes an opposite change of approximately 3 euro cents in diluted adjusted EPS¹.

We include restructuring costs in adjusted operating profit. We expect 2023 restructuring costs to be in the range of €10-€15 million (FY 2022: €6 million).

We expect adjusted net financing costs² in constant currencies to be approximately €40 million. We expect the benchmark tax rate on adjusted pre-tax profits to be in the range of 23.0%-24.0% (FY 2022: 22.6%).

Capital expenditure is expected to increase but to remain within our normal range of 5.0%-6.0% of total revenues (FY 2022: 5.4%). We expect full-year cash conversion ratio to be approximately 100% (FY 2022: 107%).

Our guidance assumes no additional significant change to the scope of operations. We may make further acquisitions or disposals which can be dilutive to margins, earnings, and ROIC in the near term.

The impact of discontinuing activities in Russia and Belarus is expected to be immaterial to the consolidated financial results in 2023.

2023 Outlook by Division

Health: we expect full-year organic growth to be in line with prior year and the full-year adjusted operating profit margin to be stable.

Tax & Accounting: we expect full-year organic growth to be in line with prior year and the full-year adjusted operating profit margin to improve modestly.

Governance, Risk & Compliance: we expect full-year organic growth to be in line with prior year and the full-year adjusted operating profit margin to improve modestly.

Legal & Regulatory: we expect full-year organic growth to be in line with prior year and full-year adjusted operating profit margin to be stable.

Formation of a new division: Corporate Performance & ESG

Today we are announcing that, in March, we intend to bring together four of our global enterprise software businesses to form a new division, Corporate Performance & ESG, to meet the growing demand from corporations and banks for integrated financial, operational, and ESG performance management and reporting solutions.

This new division will be comprised of the following global software units:

• Corporate Performance (CCH Tagetik, including U.S. Corporate Tax)
• EHS/ORM Software (Enablon)
• Finance, Risk & Reporting
• Internal Audit Solutions (TeamMate).

All four businesses serve global corporations and banks with cloud and on-premise solutions and have leading market positions in their specific areas of expertise. Combining these assets will allow us to accelerate synergies and leverage their combined global strengths to pursue a growing market opportunity.

Corporate Performance & ESG will be led by Karen Abramson, who has been CEO of our Tax & Accounting division for the past 9 years. Jason Marx, currently leading North America Tax & Accounting, will be appointed CEO of the Tax & Accounting division. The Governance, Risk & Compliance (GRC) division will become Financial & Corporate Compliance and will comprise CT Corporation and Compliance Solutions, which provide legal services and banking compliance software, content, and lien solutions to mainly U.S. businesses. Steve Meirink will be appointed CEO of Financial & Corporate Compliance. Steve has been EVP and General Manager of Compliance Solutions for the past 7 years. Last year, Richard Flynn, currently CEO of GRC, informed us of his plans to pursue new experiences outside Wolters Kluwer. We thank him for his many contributions to the company.

Our Enterprise Legal Management unit (ELM), currently part of GRC Legal Services, will be transferred to the Legal & Regulatory division where we see opportunities for closer alignment with our Legal Software business.

We will report our 2023 results under both the historic reporting segments and the new divisional structure. A pro forma 2022 revenue breakdown of the new divisional structure is provided in Appendix 4 of this release. More detailed pro forma financial information will be provided in the second quarter.

Our Mission, Business Model and Strategy

Our mission is to empower our professional customers with the information, software solutions, and services they need to make critical decisions, achieve successful outcomes, and save time. Every day, our customers face the challenge of increasing proliferation and complexity of information and the pressure to deliver better outcomes at a lower cost. Many of our customers are looking for mobility, flexibility, intuitive interfaces, and integrated open architecture technology to support their decision-making. We aim to solve their problems and add value to their workflow with our range of digital solutions and services, which we continuously evolve to meet their changing needs.

Our expert solutions combine deep domain knowledge with technology to deliver both content and workflow automation to drive improved outcomes and productivity for our customers. Expert solutions, which include our software products and certain advanced information solutions, accounted for 56% of total revenues in 2022 (FY 2021: 55%) and grew 9% organically (FY 2021: 6%). Software revenues accounted for 44% of total revenues (FY 2021: 42%) and also grew 9% organically (FY 2021: 6%), with cloud software revenues up 17% organically (FY 2021: 17%).

Based on revenues, our largest expert solutions by division are:

• Health: global clinical decision support tool UpToDate; clinical drug databases Medi-Span and Lexicomp; and Lippincott nursing solutions for practice and learning.
• Tax & Accounting: global corporate performance solution CCH Tagetik; global corporate internal audit platform TeamMate; and professional tax and accounting software, including CCH Axcess and CCH ProSystem fx in North America and similar software for professionals across Europe.
• Governance, Risk & Compliance: finance, risk, and regulatory reporting suite OneSumX; banking compliance solutions ComplianceOne, Expere, eOriginal, and Gainskeeper; and enterprise legal management software Passport and TyMetrix.
• Legal & Regulatory: global EHS/ORM³ suite Enablon; legal workflow solutions Kleos and Legisway; and other software tools for European legal professionals.

Our business model is primarily based on subscriptions, software maintenance, and other recurring revenues (80% of total revenues in FY 2022), augmented by implementation services and license fees as well as volume-based transactional and other non-recurring revenues. Renewal rates for our recurring digital information, software, and service revenues are high and are one of the key indicators by which we measure our success. More than half of our operating costs relate to our employees, who create, develop, maintain, sell, implement, and support our solutions on behalf of our customers. Our technology architecture is increasingly based on globally scalable platforms that use standardized components. An increasing proportion of our solutions is built cloud-first. Many of our solutions incorporate advanced technologies such as artificial intelligence, natural language processing, robotic process automation, and predictive analytics. Our development teams follow a customer-centric, contextual design process and develop solutions based on the scaled agile framework. Our solutions are sold by our own sales teams or through selected distribution partners.

Strategy 2022-2024: Elevate Our Value

Our strategy aims to deliver good organic growth and improved margins and returns over the three-year period (2022-2024). Our strategic priorities for 2022-2024 are:

• Accelerate Expert Solutions: we are focusing our investments on cloud-based expert solutions while continuing to transform selected digital information products into expert solutions. We are investing to enrich the customer experience of our products by leveraging advanced data analytics.
• Expand Our Reach: we are seeking to extend organically into high-growth adjacencies along our customer workflows and to adapt our existing products for new customer segments. We are developing partnerships and ecosystems for our key software platforms.
• Evolve Core Capabilities: we intend to enhance our central functions to drive excellence and scale economies, mainly in sales and marketing (go-to-market) and in technology. We plan to advance our environmental, social, and governance (ESG) performance and capabilities and to continue investing in diverse and engaged talent to support innovation and growth. 

Product innovation is a key driver of organic growth and customer satisfaction. In our current strategic plan, we expect that annual product development spend will average approximately 10% of total revenues over the three-year period. While our strategy remains centered on organic investment and growth, we may make selected acquisitions and non-core disposals to enhance our value and market positions. Acquisitions must fit our strategy, strengthen or extend our existing business, generally be accretive to diluted adjusted EPS in their first full year and, when integrated, deliver a return on invested capital above our weighted average cost of capital (8%) within three to five years. Key ESG goals in our current strategic plan are to drive an improvement in our belonging score⁵, to align with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), and to obtain validated science-based targets.

Financial Policy, Capital Allocation, Net Debt, and Liquidity

Wolters Kluwer uses its free cash flow to invest in the business organically and through acquisitions, to maintain optimal leverage, and to provide returns to shareholders. We regularly assess our financial position and evaluate the appropriate level of debt in view of our expectations for cash flow, investment plans, interest rates, and capital market conditions. While we may temporarily deviate from our leverage target, we continue to believe that, in the longer run, a net-debt-to-EBITDA ratio of around 2.5x remains appropriate for our business given the high proportion of recurring revenues and resilient cash flows.

Dividend Policy and Proposed Final Dividend 2022

Wolters Kluwer remains committed to a progressive dividend policy, under which we aim to increase the dividend per share in euros each year, independent of currency fluctuations. The payout ratio⁶ can vary from year to year. Proposed annual increases in the dividend per share take into account our financial performance, market conditions, and our need for financial flexibility. The policy takes into consideration the characteristics of our business, our expectations for future cash flows, and our plans for organic investment in innovation and productivity, or for acquisitions. We balance these factors with the objective of maintaining a strong balance sheet.

At the 2023 Annual General Meeting of Shareholders, we will propose a final dividend of €1.18, which would result in a total dividend over the 2022 financial year of €1.81, an increase of 15%. Dividends are paid in cash. Shareholders can choose to reinvest both interim and final dividends by purchasing additional Wolters Kluwer shares through the Dividend Reinvestment Plan (DRIP) administered by ABN AMRO Bank N.V.

Share Buybacks 2022 and 2023

As a matter of policy since 2012, Wolters Kluwer will offset the dilution caused by our annual incentive share issuance with share repurchases (Anti-Dilution Policy). In addition, from time to time when appropriate, we return capital to shareholders through share buyback programs. Shares repurchased by the company are added to and held as treasury shares and are either cancelled or utilized to meet future obligations arising from share-based incentive plans.

In 2022, we completed share repurchases of €1 billion (10.1 million shares at an average price of €98.75). See Note 8 for further information on issued share capital.

Today, we are announcing our intention to repurchase shares for up to €1 billion during 2023. In the year to date, up to and including February 20, 2023, we have repurchased €100 million in shares (1.0 million shares at an average price of €100.18). Assuming global economic conditions do not deteriorate substantially, we believe this level of share buybacks leaves us with ample headroom to support our dividend plans, to sustain organic investment, and to make selective acquisitions. The share repurchase program may be suspended, discontinued, or modified at any time. For the period starting February 24, 2023, up to and including April 28, 2023, we have mandated a third party to execute €160 million in share buybacks on our behalf, within the limits of relevant laws and regulations (in particular Regulation (EU) 596/2014) and the company’s Articles of Association. The maximum number of shares which may be repurchased will not exceed the authorization granted by the Annual General Meeting of Shareholders.

Net Debt, Leverage, and Liquidity Position

Net debt on December 31, 2022, was €2,253 million, compared to €2,131 million on December 31, 2021. The net-debt-to-EBITDA ratio was 1.3x (2021: 1.4x). Effective July 2022, we agreed to the final one-year extension of our €600 million multi-currency credit facility, such that the facility will now mature in 2025. The facility is ESG-linked, with pricing tied to four key ESG performance indicators. The facility is currently fully undrawn. In September 2022, we issued a new €500 million Eurobond with a four-year term and 3.0% annual coupon. Our liquidity position remains strong with, net cash available of €1,330 million as of December 31, 2022⁷.

Full-Year 2022 Results

Benchmark Figures

Group revenues were €5,453 million, up 14% overall, benefitting from a stronger U.S. dollar for most of the year. Excluding the effect of exchange rate movements, revenues increased 5% in constant currencies. The effect of divestments (almost entirely in Legal & Regulatory) outweighed the effect of acquisitions. Organic revenue growth was 6% (FY 2021: 6%).

Revenues from North America, 64% of total group revenues, grew 6% organically (FY 2021: 7%). Revenues from Europe, 29% of total revenues, also grew 6% organically (FY 2021: 4%). Revenues from Asia Pacific and Rest of World, 7% of total revenues, grew 10% organically (FY 2021: 3%).

Adjusted operating profit was €1,424 million (FY 2021: €1,205 million), up 7% in constant currencies. The related margin increased 80 basis points to 26.1% (FY 2021: 25.3%), reflecting a favorable currency mix (40 basis points), operational gearing, and the ongoing gradual shift in business mix. These factors more than offset an increase in operating costs, including higher product development expenses. Total product development spending, including capitalized expenditures, increased to 11% of total revenues (FY 2021: 10%). Restructuring expenses, which are included in adjusted operating profit, were in line with the prior year €6 million (FY 2021: €6 million).

Adjusted net financing costs were €56 million (FY 2021: €78 million) due to higher interest rates on cash and cash equivalents. Included in adjusted net financing costs was a €5 million net foreign exchange loss (FY 2021: €15 million net foreign exchange loss) mainly related to the translation of intercompany balances. This non-cash loss was lower than we had guided in November 2022 due to the depreciation of the U.S. dollar in the final weeks of 2022.

Adjusted profit before tax was €1,368 million (FY 2021: €1,128 million), up 21% overall and up 8% in constant currencies. The benchmark tax rate on adjusted profit before tax increased to 22.6% (FY 2021: 21.5%) due to newly introduced restrictions on tax deductibility of finance costs in the Netherlands, while 2021 included a one-time benefit following the closure of tax audits. Adjusted net profit was €1,059 million (FY 2021: €885 million), an increase of 20% overall and 6% in constant currencies.

Diluted adjusted EPS was €4.14 (FY 2021: €3.38), up 8% in constant currencies, reflecting the increase in adjusted net profit and a 2% reduction in the diluted weighted average number of shares outstanding to 255.8 million (FY 2021: 261.8 million).

IFRS Reported Figures

Reported operating profit increased 32% to €1,333 million (FY 2021: €1,012 million). The increase reflects the increase in adjusted operating profit and a €75 million net disposal gain on the divestments during the year (most notably the sale of our Spanish and French publishing assets), partly offset by a €20 million impairment of certain Health assets.

Reported financing results amounted to a net cost of €57 million (FY 2021: €84 million cost).

The reported effective tax rate decreased to 19.5% (FY 2021: 21.6%). The 2022 gain on divestment was not taxable while the prior period included a taxable disposal gain and a disposal-related loss which was not tax-deductible.

Net profit increased 41% overall to €1,027 million (FY 2021: €728 million) and diluted earnings per share increased 44% to €4.01 (FY 2021: €2.78).

Cash Flow

Adjusted operating cash flow was €1,528 million (FY 2021: €1,348 million), up 2% in constant currencies. As anticipated, the cash conversion ratio decreased to 107% (FY 2021: 112%). Capital expenditures were €295 million (FY 2021: €239 million), an increase of 16% in constant currencies. Capital expenditures remained within our guided range at 5.4% of group revenues (FY 2021: 5.0%). Cash payments related to leases, including lease interest paid, were €81 million (FY 2021: €77 million). Depreciation of physical assets and the amortization and impairment of internally developed software assets amounted to €234 million (FY 2021: €237 million), a decrease of 8% in constant currencies. The depreciation and impairment of right-of-use assets, mainly leased offices, was €71 million (FY 2021: €72 million).

Net interest paid, excluding lease interest paid, was €45 million, lower than in the prior period (FY 2021: €57 million). Corporate income tax paid increased to €289 million (FY 2021: €277 million), reflecting higher income before tax and the newly introduced U.S. tax rules on the capitalization of research & development expenses. Net cash outflows related to restructuring were €12 million, lower than in the prior year (FY 2021: outflow of €33 million). Consequently, adjusted free cash flow was €1,220 million (FY 2021: €1,010 million), up 7% in constant currencies.

Total acquisition spending, net of cash acquired and including transaction costs, was €95 million (FY 2021: €113 million), primarily relating to the acquisition of IDS on April 8, 2022 by the Governance Risk & Compliance division. Total divestment proceeds amounted to €103 million, net of cash divested and divestment-related costs, primarily relating to the divestment of our Spanish and French publishing assets.

Dividends paid to shareholders amounted to €424 million (FY 2021: €373 million), including the 2021 final dividend and the 2022 interim dividend. Cash spent on share buybacks was €1 billion (FY 2021 €410 million). As such, more than 100% of adjusted free cash flow was returned to shareholders.

ESG Highlights 2022

Advancing our performance against relevant and material ESG objectives is a core element of our strategy. We are focused on delivering high levels of customer satisfaction and innovative, impactful solutions and services; we are nurturing an engaged, talented, and diverse workforce; we are supporting strong ethics, compliance, and governance; and we are investing to maintain highly secure systems. We are committed to reducing our greenhouse gas footprint in line with the Paris Agreement.

Investment in product development and innovation was 11% of revenues in 2022 (FY 2021: 10%).

In 2022, our employee engagement and belonging scores, now measured by Glint, both increased by 1 point, to 77 and 73 respectively. We have plans and targets in place to drive further improvement. Employee turnover remained elevated amid a tight global market for talent, especially for technology and other skilled professionals. During the year, we expanded initiatives designed to attract, engage, and retain talent.

A year ago, we committed to aligning our practices and reporting to the recommendations of the Task Force on Climate-related Disclosures (TCFD) and to setting science-based targets. During 2022, we made significant progress. We completed an assessment of our greenhouse gas footprint, including scope 1, 2 and 3 emissions and improved existing processes for scope 1 and scope 2 data collection. We have committed to reduce our emissions in line with 1.5°C global warming and reaching net-zero no later than by 2050. In early 2023, we submitted near-term targets to the Science Based Targets initiative (SBTi) for validation, to reduce absolute Scope 1 & 2 GHG emissions by 50% and absolute Scope 3 GHG emissions by 30% by the year 2030 from a 2019 base year. We will submit a net-zero target to the SBTi within two years of our commitment.

In the meantime, efforts to reduce our scope 1 and 2 emissions continued. Most notably in 2022, we achieved a 5% organic reduction in our global office footprint (m²) and decommissioned 1,032 on-premise servers by migrating applications to more energy-efficient cloud infrastructure.

Notes

[1] This rule of thumb excludes the impact of exchange rate movements on intercompany balances, which is accounted for in adjusted net financing costs in reported currencies and determined based on period-end spot rates and balances.

[2] Adjusted net financing costs include lease interest charges. Guidance for adjusted net financing costs in constant currencies excludes the impact of exchange rate movements on currency hedging and intercompany balances.

[3] EHS/ORM = environmental, health and safety and operational risk management.

[4] Product development spend refers to both operating expenses and capitalized spending.

[5] Belonging is defined as the extent to which employees believe they can bring their authentic selves to work and be accepted for who they are. Our employee engagement and belonging scores are measured by a third party (Microsoft Glint).

[6] Dividend payout ratio: dividend per share divided by adjusted earnings per share.

[7] Cash and equivalents of €1,346 million less overdrafts used for cash management purposes of €16 million.