Wolters Kluwer 2021 Full-Year Report

Note: ∆ % Change; ∆ CC % Change in constant currencies (€/$ 1.14); ∆ OG % Organic growth. Benchmark figures are performance measures used by management. See Note 3 for a reconciliation from IFRS to benchmark figures.

Full-Year 2022 Outlook

Note: Guidance for adjusted operating profit margin and ROIC is in reported currencies and assumes an average EUR/USD rate in 2022 of €/$1.13. Guidance for adjusted free cash flow and diluted adjusted EPS is in constant currencies (€/$ 1.18). Guidance reflects share repurchases for up to €600 million in 2022.

If current exchange rates persist, the U.S. dollar rate will have a positive effect on 2022 results reported in euros. In 2021, Wolters Kluwer generated more than 60% of its revenues and adjusted operating profit in North America. As a rule of thumb, based on our 2021 currency profile, each 1 U.S. cent move in the average €/$ exchange rate for the year causes an opposite change of approximately 2 euro cents in diluted adjusted EPS¹.

We include restructuring costs in adjusted operating profit. We currently expect that restructuring costs will increase to our normal range of €10-€15 million (FY 2021: €6 million). We expect adjusted net financing costs of approximately €65 million in constant currencies², including lease interest charges. We expect the benchmark tax rate on adjusted pre-tax profits to increase to approximately 23.0%-24.0% (FY 2021: 21.5%). Capital expenditure is expected to be within our normal range of 5.0%-6.0% of total revenues (FY 2021: 5.0%). We expect the full-year cash conversion ratio to be in the range of 100%-105% (FY 2021: 112%)³. See Note 3 for the calculation of our cash conversion ratio. 

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

2022 Outlook by Division

Health: We expect organic growth to slow from 2021 levels, mainly due to the absence of a contract win of the size of the ASCO titles. We expect the adjusted operating profit margin to improve modestly.

Tax & Accounting: We expect organic growth to improve slightly from 2021 levels and the adjusted operating profit margin to improve.

Governance, Risk & Compliance: We expect organic growth to slow from 2021 levels, due to slower growth in transactional revenues. We expect the adjusted operating profit margin to improve.

Legal & Regulatory: We expect organic growth to be in line with 2021. The adjusted operating profit margin is expected to decline due to the absence of the one-off pension amendment recorded in 2021.

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. We support professionals across four main customer segments: health; tax & accounting; governance, risk & compliance; and legal & regulatory. 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 nearly all of our software products and certain advanced information solutions, accounted for 55% of total revenues in 2021 (FY 2020: 54%). 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 (now including Vanguard Software); global corporate internal audit platform TeamMate; professional tax and accounting software, including CCH ProSystem fx and CCH Axcess 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/ORM⁴ suite Enablon, and our range of workflow solutions for European legal professionals, including Kleos and Legisway.

Business model

Our business model is primarily based on subscriptions, software maintenance, and other recurring revenues (80% of total revenues in 2021), augmented by implementation services and license fees as well as volume-based transactional or 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. Product innovation is a key driver of growth. For the past eighteen years, we have re-invested 8%-10% of our revenues each year (including capital expenditures) in developing new and enhanced products and their supporting technology platforms.

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 use customer-centric, contextual design and develop solutions based on the scaled agile framework. Our solutions are sold by our own sales teams or through selected distribution partners.

Strategy

The foundation laid over the past many years has driven improved organic growth and operating margins and helped us navigate the challenge of the COVID-19 pandemic. While we were briefly diverted from our financial trajectory in 2020 due to the pandemic, the recovery seen in 2021 allowed us to meet nearly all of the financial goals set for the most recent strategic plan (2019-2021). We grew expert solutions from 49% of total revenues in 2018 to 55% of total revenues in 2021, primarily through organic growth. The acquisitions of CGE, XCM Solutions, Vanguard Software, and eOriginal, and the divestment of several non-core assets also helped to enhance our focus on expert solutions. We made progress on enriching several of our information products and are now starting to launch the early results of that effort. We also made progress on our third goal, which was to drive operational agility, by completing several major internal projects, such as the introduction of a modernized global HR system in 2019, the consolidation of 280 customer-facing websites into a single global site in 2021, and the implementation of CCH Tagetik as our new corporate performance management tool in 2021. 

Strategic Priorities 2022-2024

In the past two years, we have seen key market trends accelerate: increased digitization of professional and corporate workflows, accelerated transition to cloud-based solutions, and growing importance of ecosystems. In response, we have refined our strategy for the next three years. The three strategic priorities for 2022-2024 are: 

• Accelerate Expert Solutions: we intend to focus our investments on cloud-based expert solutions while continuing to transform selected digital information products into expert solutions. We will invest to enrich the customer experience of our products by leveraging advanced data analytics.

• Expand Our Reach: we will seek to extend organically into high-growth adjacencies along our customer workflows and adapt our existing products for new customer segments. We plan to further develop 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.

We expect this strategy to support good organic growth and improved margins and returns over the coming three years. While the strategy remains centered on organic 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, 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. We expect that group-wide product development spend will remain at approximately 10% of total revenues in the next three years.

Our strategy aims to achieve high levels of customer satisfaction and an engaged, talented and diverse workforce, to maintain strong corporate governance and secure systems, and to drive efficient operations that meet environmentally-sound practices. Two key strategic ESG goals for the coming three years are to drive an improvement in our belonging score and to start aligning our reporting with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).

COVID-19 Impact

Throughout 2021, we monitored the effects of the global pandemic on our employees and other stakeholders. Programs to safeguard employees, support customers, and ensure business continuity remained active all year. The vast majority of Wolters Kluwer employees (90%-95%) continued to work from home during the year.

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 2021

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 ratio⁵ 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 2022 Annual General Meeting of Shareholders, we will propose a final dividend of €1.03, which would result in a total dividend over the 2021 financial year of €1.57, an increase of 15%. The dividend will be 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 2021 and 2022

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. When implementing share buyback programs, we consider our financial position, equity market conditions, the long-term prospects of the company, and our short-term and long-term investment plans. 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. 

During 2021, we spent €410 million on share buybacks, comprising 5.0 million shares at an average price of €82.62. This amount included €60 million of the net after-tax proceeds from the divestment of our U.S. legal education business. During the year, 0.7 million treasury shares were released in respect of share-based incentive plans, leading to a net repurchase of 4.3 million shares in 2021. 

Today, we are announcing our intention to spend up to €600 million on share repurchases during 2022, including repurchases to offset incentive share issuances. Of this, €50 million has already been completed in the period from January 3, 2022, up to and including February 21, 2022.

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 repurchases may be suspended, discontinued, or modified at any time.

For the period February 25, 2022, up to and including May 2, 2022, we have engaged a third party to execute €120 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 acquired will not exceed the authorization granted by the General Meeting of Shareholders. Repurchased shares are added to and held as treasury shares and will be used for capital reduction purposes or to meet future obligations arising from share-based incentive plans. 

Net Debt, Leverage, and Liquidity Position

Net debt at December 31, 2021, was €2,131 million, compared to €2,383 million at December 31, 2020. Included in net debt were €331 million of lease liabilities. The net-debt-to-EBITDA ratio was 1.4x (YE 2020: 1.7x). 

On March 30, 2021, we issued a new €500 million, 7-year senior unsecured Eurobond with a coupon of 0.25%. The new bond provides financing at an attractive rate and has extended the company’s debt maturity profile. The proceeds will be used for general corporate purposes.

In July 2021, we agreed to a one-year extension of our €600 million multi-currency credit facility. This facility will therefore now mature in 2024 and still includes a further one-year extension option. The relevant terms and conditions remain unchanged. Simultaneously, we executed a sustainability-linked option that was available under this facility, in order to reinforce our ESG ambitions by embedding them into our financing. Four ESG key performance indicators, along with an ESG-linked pricing mechanism, were agreed, making the facility a sustainability-linked credit facility. This facility is currently undrawn. We remain comfortably below the debt covenant on this credit facility. 

Our liquidity position remains strong with, as of December 31, 2021, net cash available of €992 million⁶. 

Full-Year 2021 Results

Benchmark Figures

Group revenues were €4,771 million, up 4% overall and up 6% in constant currencies. For the group, the effect of acquisitions was largely offset by the effect of divestments. Organic growth was 6%, marking a clear recovery on the prior year (FY 2020: 2%). Excluding revenues associated with the PPP⁷, organic growth was also 6% (FY 2020: 1%). 

All geographic regions experienced a recovery in organic growth. Revenues from North America, which accounted for 62% of group revenues, grew 7% organically (FY 2020: 2%). Revenues from Europe, 31% of total revenues, increased 4% organically (FY 2020: 2%). Revenues from Asia Pacific and Rest of World, 7% of total revenues, grew 3% on an organic basis (FY 2020: 4% organic decline).

Adjusted operating profit was €1,205 million (FY 2020: €1,124 million), an increase of 11% in constant currencies and 10% underlying. The adjusted operating profit margin increased 90 basis points to 25.3% (FY 2020: 24.4%), benefitting from operational gearing, lower restructuring costs, net positive one-time items (mainly an €11 million positive one-time item related to an amendment to the Netherlands pension fund), and cost savings related to low levels of travel and in-person events activity curtailed as a result of the pandemic. 

Restructuring costs, included in adjusted operating profit, were €6 million, significantly lower than in the prior year (FY 2020: €49 million). Investments in product development were maintained at high levels, while investment in sales and marketing and technology infrastructure was increased. 

Our share of profits of associates, net of tax, was €1 million (FY 2020: €6 million); the prior period included a one-time higher result related to Logical Images which was divested in May 2020. Adjusted net financing costs increased to €78 million (FY 2020: €46 million) mainly due to a €15 million net foreign exchange loss on the translation of intercompany balances compared to a €24 million net foreign exchange gain in 2020. The translation of intercompany balances was impacted by the movement in the €/$ exchange rate from 1.23 on December 31, 2020, to 1.13 on December 31, 2021. 

Adjusted profit before tax was €1,128 million (FY 2020: €1,084 million), up 12% in constant currencies. The benchmark tax rate on adjusted profit before tax was 21.5% (FY 2020: 23.0%), reflecting a one-time release of tax contingencies following the closure of tax audits. Adjusted net profit was €885 million (FY 2020: €835 million), an increase of 15% in constant currencies. 

Diluted adjusted EPS was €3.38 (FY 2020: €3.13), up 17% in constant currencies, reflecting the increase in adjusted net profit, a lower tax rate, and a 2% reduction in the diluted weighted average number of shares outstanding to 261.8 million (FY 2020: 266.6 million). 

IFRS Reported Figures

Reported operating profit increased 4% to €1,012 million (FY 2020: €972 million), reflecting the increase in adjusted operating profit partly offset by a net €33 million impairment of acquired identifiable intangible assets. Reported financing results amounted to a net cost of €84 million (FY 2020: €41 million). 

The reported effective tax rate decreased to 21.6% (FY 2020: 23.1%), reflecting the one-time release of contingencies mentioned above. Total profit for the year increased 1% to €728 million (FY 2020: €721 million) and diluted earnings per share increased 3% to €2.78 (FY 2020: €2.70). 

Cash Flow

Adjusted operating cash flow was €1,348 million (FY 2020: €1,145 million), up 20% in constant currencies. The cash conversion ratio increased to 112% (FY 2020: 102%), due to substantially higher working capital inflows compared to the prior year. 

Amortization and impairment of internally developed software and depreciation of property, plant, and equipment amounted to €237 million, up 8% in constant currencies (FY 2020: €223 million), due largely to accelerated depreciation following a reassessment of useful lives. Depreciation and impairment of right-of-use assets declined to €72 million (FY 2020: €75 million). Net capital expenditure increased to €239 million (FY 2020: €231 million), remaining at 5.0% of revenues (FY 2020: 5.0%). Cash payments related to leases, including €9 million of lease interest paid, declined to €77 million (FY 2020: €85 million), due to reduced real estate footprint. Working capital inflows were €150 million (FY 2020: €39 million inflow) driven by organic revenue growth and improved collections on receivables and a reduction in days sales outstanding.

Net interest paid, excluding lease interest paid, increased to €57 million (FY 2020: €54 million). Corporate income tax paid increased to €277 million (FY 2020: €221 million), due to the timing of tax payments and higher taxable income. Restructuring led to a net cash outflow of €33 million, largely reflecting cash appropriation of provisions.

As a result, adjusted free cash flow was €1,010 million (FY 2020: €907 million), up 11% overall and up 15% in constant currencies. 

Total acquisition spending, net of cash acquired and including €5 million in transaction costs, was €113 million (FY 2020: €406 million), mainly relating to the acquisitions of Vanguard Software in Tax & Accounting (€93 million) and LicenseLogix in Governance Risk & Compliance (€11 million). On a pro-forma basis, these acquisitions generated revenues of €19 million in 2021, of which €9 million was consolidated in 2021. Earnouts or deferred payments on acquisitions were €0 million in 2021 (FY 2020: €6 million). 

Divestment proceeds, net of cash disposed and transaction costs, were €68 million (FY 2020: €48 million) and related primarily to the divestment of the U.S. legal education assets. See Note 6 for more details.

Dividends paid to shareholders amounted to €373 million (FY 2020: €334 million), while share repurchases totaled €410 million (FY 2020: €350 million).

ESG Highlights 2021⁸

Our strategy aims to deliver high levels of customer satisfaction and impactful products and services, while nurturing an engaged, talented, and diverse workforce, and ensuring strong corporate governance, secure systems, and efficient and environmentally-friendly operations. In 2021, we made progress on important environmental, social, and governance (ESG) initiatives. 

Following the completion of our first global, all-employee survey of diversity, equity, and inclusion, we established a baseline quantitative score for belonging in 2021. Belonging measures the extent to which employees believe they can bring their authentic selves to work and be accepted for who they are. We have developed plans to increase our belonging score which is currently in line with the average for global companies. 

In 2021, our employee engagement score was 74%, still above the high-performing norm (HPN), an independent benchmark of leading global companies. The vast majority of employees continued to work from home during 2021 and efforts to support employees were maintained at high levels.

We commenced a project to assess our complete greenhouse gas footprint (including scope 3 emissions) with the ultimate goal of aligning our practices and reporting with the guidelines recommended by the Task Force on Climate-related Disclosures. During 2021, we made significant progress with our real estate rationalization program, delivering a 7% organic reduction in our office footprint (m2). Our cloud migration and on-premise server decommissioning program ended the year ahead of plan as the opportunity arose to accelerate the closure of several larger data centers. The migration of applications from on-premise servers to more energy-efficient cloud platforms results in better capacity utilization and a net reduction in carbon emissions.

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] Guidance for adjusted net financing costs in constant currencies excludes the impact of exchange rate movements on currency hedging and intercompany balances.

[3] Cash repayments of lease liabilities are expected to be in line with depreciation of right-of-use assets (FY 2021: €71 million).

[4] Throughout this document, EHS/ORM refers to environmental, health & safety and operational risk management.

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

[6] Net cash available consists of cash and cash equivalents of €1,001 million less overdrafts used for cash management purposes of €9 million.

[7] Throughout this document, PPP refers to the U.S. Small Business Association (SBA) Paycheck Protection Program of 2020 and 2021. Compliance Solutions (part of Governance, Risk & Compliance) supported its bank customers in lending under this program. 

[8] Environmental, social and governance data is not assured.