WLSN Wilsons The Leather Experts Inc. (MM)

July 29, 2016 - Wolters Kluwer, a global leader in professional information services, today released its 2016 half-year results.

Highlights

• Full-year outlook reiterated, with guidance for adjusted free cash flow raised.
• Revenues up 2% in constant currencies and up 3% organically.
  • Digital & services revenues grew 5% organically (86% of total revenues).
  • Recurring revenues grew 4% organically (78% of total).
  • All main geographic regions delivered positive organic growth.
• Adjusted operating profit margin improved to 20.0%, helped by lower restructuring charges.
• Diluted adjusted EPS €0.88, up 6% in constant currencies.
• Adjusted free cash flow €229 million, up 34% in constant currencies.
• Net-debt-to-EBITDA 1.7x compared to 2.1x a year ago.
• Interim dividend of €0.19 cash per share to be paid in September.

Interim Report of the Executive Board

Nancy McKinstry, CEO and Chairman of the Executive Board, commented:
"We were pleased with our first half results. We achieved 3% organic growth and improved our operating margins and cash flow. Better performance in Europe helped us overcome a challenging comparable in the U.S. and slower growth in Asia Pacific and Rest of World. We are continuing to see a positive response from customers to the innovative expert solutions we are bringing to the market. I am confident in our full year outlook."

Key Figures 2016 Half-Year:

Full-Year 2016 Outlook

Our full-year 2016 outlook is unchanged, except that we have raised our guidance range for adjusted free cash flow by €50 million. We expect to deliver margin improvement and to grow diluted adjusted EPS at a mid-single-digit rate in constant currencies this year. Our guidance for full-year 2016 is provided in the table below.

Our guidance is based on constant exchange rates. In 2015, Wolters Kluwer generated more than half of its revenues and adjusted operating profit in North America. As a rule of thumb, based on our 2015 currency profile, a 1 U.S. cent move in the average EUR/USD exchange rate for the year causes an opposite change of approximately one and a half euro-cents in diluted adjusted EPS.

Restructuring costs, which are included in adjusted operating profit, are expected to start returning to normal levels: we expect these costs to be around €15-€25 million in 2016 (2015: €46 million). We expect adjusted net financing costs of approximately €105 million, excluding the impact of exchange rate movements on currency hedging and intercompany balances. We expect the benchmark effective tax rate to be in the range of 27%-28% in 2016. We expect a cash conversion ratio of approximately 95%, with capital expenditure rising to around 5% of total revenue.

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

2016 Outlook by Division

Health: we expect another year of good organic revenue growth, similar to 2015, supported by robust organic growth in Clinical Solutions and a gradually improving trend in Health Learning, Research & Practice. Margins are expected to improve slightly even as we continue to invest to drive organic growth.

Tax & Accounting: we expect full-year underlying revenue growth to slightly improve on 2015 levels, driven by continued mix shift towards software solutions. Margins are expected to be maintained for the full year, despite higher investment.

Governance, Risk & Compliance: we continue to expect positive but slower organic growth in the full year, given demanding comparables for transactional and non-recurring license and implementation fees. Full-year margins are expected to improve slightly.

Legal & Regulatory: we expect full-year organic revenue decline to be similar to 2015, with print and services trends expected to deteriorate in the third and fourth quarter. Margins are expected to improve due mainly to lower restructuring costs. Efficiency savings are expected to fund wage inflation and increased product investment.

Strategic Priorities 2016-2018

In February 2016, we announced our strategic priorities for the next three years (2016-2018). Our plan is to build on the strategic direction we have been following in the past three years, by expanding our market coverage, increasing our focus on expert solutions, and continuing to drive efficiencies. Our 2016-2018 strategic plan aims to sustain and, in the long run, further improve our organic growth rate, margins and returns as we continue to focus on growing value for customers, employees and shareholders. Our strategic priorities for the next three years are:

• Expand market coverage: We will continue to allocate the majority of our capital towards leading growth businesses and digital products, and extend into market adjacencies and new geographies where we see the best potential for growth and competitive advantage. Expanding our market reach will also entail allocating funds to broaden our sales and marketing coverage in certain global markets. We intend to support this organic growth strategy with value-enhancing acquisitions whilst continuing our program of small non-core disposals.
• Deliver expert solutions: Our plan calls for increased focus on expert solutions that combine deep domain knowledge with specialized technology and services to deliver expert answers, analytics and productivity for our customers. To support digital growth across all divisions, we intend to accelerate our ongoing shift to global platforms and to cloud-based integrated solutions that offer mobile access. Our plan is to also expand our use of new media channels and to create an all-round, rich digital experience for our customers. Investment in new and enhanced products will be sustained in the range of 8-10% of total revenues in coming years.
• Drive efficiencies and engagement: We intend to continue driving scale economies while improving the quality of our offerings and agility of our organization. These operating efficiencies will help fund investment and wage inflation, and support a rising operating margin over the long term. Through increased standardization of processes and technology planning, and by focusing on fewer, global platforms and software applications, we expect to free up capital to reinvest in product innovation. Supporting this effort are several initiatives to foster employee engagement.

Leverage Target and Financial Policy

Wolters Kluwer uses its cash flow to invest in the business organically or through acquisitions, to maintain optimal leverage, and 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.

As of June 30, 2016, our net-debt-to-EBITDA ratio was 1.7x, below our target of 2.5x. While we may temporarily deviate from our leverage target at times, 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 flow.

Dividend Policy and 2016 Interim Dividend

Wolters Kluwer has a progressive dividend policy under which the company aims to increase the dividend per share each year. We are committed to increasing the total dividend per share each year, with the annual increase dependent on our financial performance, market conditions, and our need for financial flexibility.

As announced on February 24, 2016, the interim dividend for 2016 was set at 25% of the prior year's total dividend, or €0.19 per ordinary share. This interim dividend will be distributed on September 14, 2016.

Dividend dates for 2016 are provided on page 30. Shareholders can choose to reinvest both interim and final dividends by purchasing additional Wolters Kluwer shares through the Dividend Reinvestment Plan (DRIP) provided by ABN AMRO Bank NV.

Anti-Dilution Policy and Share Buyback Program

Wolters Kluwer has a policy to offset the dilution caused by our annual performance share issuance with share repurchases.

In February 2016, we announced our intention to buy back shares for up to €600 million over the three year period 2016-2018, including anti-dilution repurchases. Assuming global economic conditions do not deteriorate substantially, we believe this level of cash return leaves us with ample headroom for investment in the business, including acquisitions.

In the year to date, we repurchased 2.0 million ordinary shares for a total consideration of €70 million (average price €34.52), of which €3 million was settled in July, as part of this buyback program. The repurchased shares are added to and held as treasury shares. It remains our intention to buy back up to €600 million in shares in the period 2016-2018, spread evenly over the three years.

Half-Year 2016 Results

Benchmark Figures

Group revenues increased 1% overall and 2% in constant currencies to €2,042 million. Organic revenue growth, which excludes both the impact of exchange rate movements and the effect of acquisitions and divestitures, was 3%, an improvement on the comparable period (HY 2015: 2%). Disposals made in 2015 and first half 2016 outweighed the effect of acquisitions on revenues.

By geographic market, North American revenues (61% of total) increased 4% organically (HY 2015: 5%), slowing as expected due to challenging comparables in Governance, Risk & Compliance. Europe (31% of total) grew 1% on an organic basis (HY 2015: 2% decline), improving in Legal & Regulatory, Tax & Accounting and Governance, Risk & Compliance. Revenues from Asia Pacific and Rest of World (8% of total) grew 2% organically (HY 2015: 6%) with varying trends by market.

Adjusted operating profit increased 4% overall and 5% in constant currencies to €408 million. The adjusted operating margin increased 60 basis points to 20.0% (HY 2015: 19.4%), driven primarily by lower restructuring costs compared to the first half of 2015. Efficiency savings, operational gearing and the effect of loss-making disposals were largely balanced by increased investment in revenue growth. Restructuring costs were €8 million compared to €22 million in the comparable period. Approximately half of restructuring costs were in the Legal & Regulatory division. We continue to guide to restructuring expenses between €15 million and €25 million for the full year 2016.

Adjusted net financing costs reduced to €51 million (HY 2015: €67 million), with foreign exchange losses of €1 million (HY 2015: €16 million) recorded in the period. As a reminder, adjusted net financing costs exclude the financing component of employee benefits, results of investments available-for-sale, and book gains/losses on equity-accounted investees.

Adjusted profit before tax was €357 million (HY 2015: €324 million), an increase of 6% in constant currencies. The benchmark effective tax rate on adjusted profit before tax was 27.2% (HY 2015: 27.5%).

Diluted adjusted EPS was €0.88, up 12% overall and up 6% in constant currencies.

IFRS Reported Figures

Reported operating profit increased 13% to €317 million (HY 2015: €281 million), reflecting the increase in adjusted operating profit and lower amortization of acquired intangibles.

Reported financing results amounted to a cost of €54 million (HY 2015: €69 million cost), and included adjusted net financing cost of €51 million and the financing component of employee benefits of €3 million. Profit before tax increased 24% to €263 million (HY 2015: €212 million).

The reported effective tax rate increased to 24.4% (HY 2015: 23.4%), due mainly to an increased proportion of profits from countries with higher tax rates. Total profit for the six month period increased 23% to €199 million (HY 2015: €162 million) and diluted earnings per share increased 23% to €0.67 (HY 2015: €0.55).

Cash Flow

Adjusted operating cash flow was €366 million (HY 2015: €340 million), up 8% overall and up 8% in constant currencies. This reflects a cash conversion ratio of 90% (HY 2015: 87%). Working capital outflows in the first half were reduced. Capital expenditure amounted to €101 million (5% of revenues) reflecting investment in product development, particularly in Tax & Accounting and Governance, Risk & Compliance. We continue to expect capital expenditure to be 5% of total revenues for the full year.

Adjusted free cash flow was €229 million, up 34% in constant currencies, reflecting the increase in adjusted operating cash flow and lower taxes paid. Paid financing costs amounted to €81 million (HY 2015: €82 million) and corporate income taxes paid were €60 million (HY 2015: €68 million). The net reduction in restructuring provisions of €8 million reflects cash spent on efficiency programs.

Dividends paid to shareholders totaled €167 million in relation to the final dividend over 2015. This compares to €211 million in the first half of 2015, which represented the total dividend over the 2014 financial year. The 2016 interim dividend (approximately €56 million) will be paid in September 2016.

First half 2016 acquisition spending, net of cash acquired, was €30 million (HY 2015: €38 million), including €3 million related to earn-outs on past acquisitions. Acquisition spending relates mainly to the acquisitions of Triad Professional Services in Governance, Risk & Compliance (February 2016), PrepU adaptive learning technology in Health (April 2016), and CPE Link in Tax & Accounting (June 2016).

Cash spent on share repurchases amounted to €67 million in the first half, with a further €3 million settled in July.

Balance Sheet, Net Debt and Leverage

Net debt was €1,814 million as of June 30, 2016, compared to €1,788 million at December 31, 2015 and €2,069 million as of June 30, 2015. The twelve month rolling net-debt-to-EBITDA ratio was 1.7x at the end of June 2016 compared to 2.1x a year ago.

About Wolters Kluwer

Wolters Kluwer is a global leader in professional information services and solutions for professionals in the areas of health, tax & accounting, finance, risk & compliance, and legal. We help our customers make critical decisions every day by providing expert solutions that combine deep domain knowledge with specialized technology and services.

Wolters Kluwer reported 2015 annual revenues of €4.2 billion. The group serves customers in over 180 countries, maintains operations in over 40 countries, and employs over 19,000 people worldwide. The company is headquartered in Alphen aan den Rijn, the Netherlands.

Wolters Kluwer shares are listed on Euronext Amsterdam (WKL) and are included in the AEX and Euronext 100 indices. Wolters Kluwer has a sponsored Level 1 American Depositary Receipt (ADR) program. The ADRs are traded on the over-the-counter market in the U.S. (WTKWY).

For more information about our products and organization, visit www.wolterskluwer.com and follow us on Twitter, Facebook, LinkedIn, and YouTube.

Forward-looking Statements and Other Important Legal Information
This report contains forward-looking statements. These statements may be identified by words such as "expect", "should", "could", "shall" and similar expressions. Wolters Kluwer cautions that such forward-looking statements are qualified by certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors which could cause actual results to differ from these forward-looking statements may include, without limitation, general economic conditions; conditions in the markets in which Wolters Kluwer is engaged; behavior of customers, suppliers, and competitors; technological developments; the implementation and execution of new ICT systems or outsourcing; and legal, tax, and regulatory rules affecting Wolters Kluwer's businesses, as well as risks related to mergers, acquisitions, and divestments. In addition, financial risks such as currency movements, interest rate fluctuations, liquidity, and credit risks could influence future results. The foregoing list of factors should not be construed as exhaustive. Wolters Kluwer disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Elements of this press release contain or may contain inside information about Wolters Kluwer within the meaning of Article 7(1) of the Market Abuse Regulation (596/2014/EU).

The full press release is available here:

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