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Wolters Kluwer Strategy Update DELIVERING VALUE FROM LEADING POSITIONS.

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Presentation on theme: "Wolters Kluwer Strategy Update DELIVERING VALUE FROM LEADING POSITIONS."— Presentation transcript:

1 Wolters Kluwer Strategy Update DELIVERING VALUE FROM LEADING POSITIONS

2 Agenda  Opening Remarks  Overview  Corporate Strategy –Growth Plan –Cost Restructuring –Organization  Division Profiles and Strategies  Measuring Performance and Financials  Summary

3 2 January 2004 The Professional’s First Choice Provide information, tools and solutions to help professionals make their most critical decisions effectively and improve their productivity The Professional’s First Choice Provide information, tools and solutions to help professionals make their most critical decisions effectively and improve their productivity Our Vision:  Large and profitable markets with potential to create value for customers  Leading and distinct positions in key professional segments  Emerging customer needs and technologies create opportunities to build new products and services  Build on proven capabilities in content development, technology and customer service

4 3 January 2004 What Will Be Different: Going Forward  Growth by investing in leading market positions, guided by ROIC  Integrated, customer focused divisions, managed with operational and financial rigor  Alignment of investments around leading market positions  Six Key Performance Measures linked to shareholder value Past  Acquisitions cornerstone of strategy  Fragmented, decentralized managed business  Investments applied broadly across many opportunities  Multiple performance measures for corporate, cluster and operating units

5 4 January 2004 Overview  Invest in growth around leading market positions  Reduce costs through structural improvements to deliver growth and improve manageability  Reorganize the business to deliver growth  Establish clear and transparent financial targets tied to shareholder value  Maintain dividend at € 0.55 per share for 2003  Reduce debt position through sizeable bond buy back 3-Year Plan To Deliver Improved Value To Shareholders

6 5 January 2004 Accelerate Investments In Growth by €200 Million To A Cumulative Level of €800 Million Over The Next 3 Years  Keep current portfolio, but manage it differently and in line with growth expectations  Strengthen and expand customer relationships  Deliver end to end solutions  Invest in on-line growth and migration to achieve 45% of 2006 revenues from electronic products (currently 30%)  Pursue acquisitions, only selectively ROIC Is The Key Financial Measure Of All Actions

7 6 January 2004 Reduce €240 Million In Cost Base From 2003 To 2006 Through Structural Improvements  Develop shared services in Finance, HR and select Technology functions  Consolidate real estate  Rationalize back office functions within operating companies and across divisions  Standardize and consolidate technology platforms, data centers and increase use of off-shore development and IT outsourcing Total FTE Reductions from 2003 to 2006: 1600 FTEs (~ 8%)

8 7 January 2004 Reorganize Business To Deliver Growth  Organize business into five divisions, focused on distinct customer segments  Manage the business differently and in line with shareholder interests -Integrate units into larger, less fragmented businesses -Drive operational performance at corporate and divisions with commitment and urgency -Set high standards of performance centered on company values of customer value, accountability, and value creation -Establish realistic, bottom up targets, tied to shareholder value -Link long term executive compensation to improvements in TSR -Strengthen management team

9 8 January 2004 Revenue growth EBITA margin After exceptional items Cash conversion Free cash flow ROIC EPS Key Operational Measures Key Financial Measures 0-1% 14-15% 13-14% 85% Target 2004 € 150-200 mln Moving towards WACC* 0.99 3-4% 19-20% 85-90% 2007 onwards > € 300 mln Above WACC* > 1.40 Strategy Will Increase Shareholder Value * WACC is currently 8% after tax

10 9 January 2004 Actions To Date Support New Strategic Direction  Restructuring begun at Health, North America and Europe  Turnaround underway in the UK, Belgium and Aspen  Aggressive cost reduction plans in place for 2003  Much tighter, more disciplined acquisition policy  Significant management changes and new governance model

11 Agenda  Opening Remarks  Overview  Corporate Strategy –Growth Plan –Cost Restructuring –Organization  Division Profiles and Strategies  Measuring Performance and Financials  Summary

12 11 January 2004 Our Strategy: Invest in growth around leading positions 2 2 Reduce costs through structural improvements 1 1 Reorganize the business to deliver growth 3 3

13 12 January 2004 Our Strategy: Invest in growth around leading positions 2 2 Reduce costs through structural improvements 1 1 Reorganize the business to deliver growth 3 3

14 13 January 2004 ROIC is the Key Financial Measure of All Actions Pursue Selected Acquisitions Invest In Online Growth and Migration Manage Portfolio In Line With Growth Opportunities Deliver End-To-End Solutions Strengthen and Expand Customer Relationships Invest In Growth: Key Actions

15 14 January 2004 Portfolio Of Five Significant Businesses With Powerful Brands Corporate & Financial Services Health Education Legal, Tax & Regulatory Europe Tax, Accounting & Legal (US & Asia Pacific)

16 15 January 2004 WK's Market Position Tax, Accounting & Legal € 772 mln €173 mln Legal, Tax & Regulatory Europe €1,355 mln €239 mln Corporate & Financial Services €526 mln €166 mln Health €749 mln €131 mln Education €300 mln €56 mln 2002: Total Revenues €3,895 mln Total EBITA €777 mln* Leading Market Positions #1 or 2 80% Not #1 or 2 20% ProRata new divisions; excluding divested non-core Revenues €193 mln; EBITA €49 mln Sources: Company financials, analyst reports, WK analysis Revenues EBITA * Including Corporate Charge €37 mln

17 16 January 2004 Wolters Kluwer’s Key Sources of Growth Prune Product Line or Divest: €125-150 million with limited profit potential Moderate Growth Tax, Accounting & Legal (North America & Asia Pacific) Steady Growth Education Manage Portfolio In Line With Growth Opportunities Legal, Tax and Regulatory Europe High Growth HealthCorporate & Financial Services

18 17 January 2004 Key Growth Areas: Health, Corporate & Financial Services Division Market Size Market Growth (2004-2006) Key Growth Investments Health $ 5.3 bln2-5%  Clinical tools innovation  Content expansion  International expansion Corporate and Financial Services $ 1.1 bln3-5%  Corporate legal department workflow suite  Large bank market expansion  Patriot Act compliance and fraud management  Insurance and securities workflow tools Tax, Accounting & Legal (US & Asia Pacific) $ 2.9 bln2-3%  Integrated content products  New content and forms platform  Tax compliance and practice management suite Legal, Tax & Regulatory Europe € 4.1 bln2-3%  European Internet Platform / On-line products  Forms, services, workflow tools Education € 1.4 bln1-3%  Additional textbook positions  School services Sources: Company financials, analyst reports, WK analysis

19 18 January 2004 Tax Compliance: An Example Of Growth

20 19 January 2004 Example Ovid Strengthen And Expand Customer Relationships Value Added Products Researchers Workflow Integration Value Added Products Content Creators Ovid@Hand SkolarMD@Ovid Society Membership Module Society Portal Creation MS Office Research Pane HP Medical Desktop Pay Per View Access Paperless Workflow Peer Review Tracking Software Portal Toolkit LinkSolver  Higher Retention Rates  Broader Distribution  Increased Revenue and Profit OvidResearcher Article Pre-publication

21 20 January 2004 Health Medi-Span, e-prescribing, PDA products, SkolarMD@Ovid, Clineguide, Medical Communications Point-of-care Systems, Pharma Databases, Business Intelligence Text and Reference, SkolarMD@Ovid, Other CME LWW Text and Reference, LWW and Adis Journals, OVID, Medi-Span, Facts & Comparisons Corporate & Financial Services Expere, CCH Wall Street, Actimize, hCue, Representation, Corporate and UCC compliance services, ARTA Lending, ARTA Deposit, eForms, IRA Center, Patriot Act Compliance BSI Compliance Training, Learn@CT, CLE Accredited Seminars Primary and secondary content in corporate securities, banking, insurance and trade regulations Professional/ Other Education Research/ Reference Workflow Productivity Business/Practice Management Growth Area Education Curriculum-based Publishing, Distance Learning Deliver End-to-End Solutions: Tax, Accounting & Legal Tax compliance systems and forms and systems, paperless audit tool Tax compliance, time and billing, web site building and hosting, Client Relate Aspen Legal and Paralegal Education, CCH Learning Center Primary and secondary legal, tax, accounting, audit health and human resources content Legal, Tax, & Regulatory Europe Forms, Compliance & Expert Software, Workflow Tools, Consulting Services (e.g., Croner) and Teleroute Practice Management Software (primarily Legal and Tax) Training, Seminars Primary and Secondary Content on print, electronic and on-line media General school services: ‘rent-a-teacher’, risk assessment, teacher training, school management products Testing/ assessment  quality assurance, ICT components, Learning Management Systems, corporate e-learning,

22 21 January 2004  Wolters Kluwer has in recent years invested significantly in online products and electronic compliance tools –Internet and other Electronic revenues growing rapidly –Represent 30% of current total revenues –Management projects to reach 45% of total revenues by 2006 Invest In Electronic Growth & Migration: 45% Of Revenues By 2006

23 22 January 2004 Strategy Attractive Market Strengthen Leading Positions Leverage/Enhance Scale Platform For Future Growth in Emerging Markets Integration Short Term Viability More Rapid Integration Market/Product & Organizational Fit Transaction Relevant Size Ease Of Execution Regulatory Constraints Financial Investment Requirements Risk exposure Incentivized earn-outs ROIC above hurdle rates (Current WACC 8% after tax) Pursue Selected Acquisition Opportunities

24 23 January 2004 Accelerate Investments In Growth by €200 Million To A Total Level of €800 Million Over The Next 3 Years  All divisions investing to enhance core products and build new products to support customer demand for tools and solutions as well as changes in law, medicine and education  Investments focused on Health and Corporate & Financial Services divisions  Incorporates investments communicated previously for Europe and North America

25 24 January 2004 Our Strategy: Invest in growth around leading positions 2 2 Reduce costs through structural improvements 1 1 Reorganize the business to deliver growth 3 3

26 25 January 2004 Total FTE Reductions from 2003 to 2006: 1600 FTEs (~ 8%) Consolidate real estate Standardize and consolidate technology platforms, data centers and increase use of off-shore development and IT outsourcing Rationalize back office functions within operating companies and divisions Develop shared services for Finance, HR and some Technology functions Reduce Costs Through Structural Improvements: Key Actions

27 26 January 2004 Cost Savings Over Three Years Will Be €240 Million Division Education Selective Shared Services Real Estate Consolidation Back Office and System Rationalization IT Rationalization Restructuring Costs* ’03-’06 € mln Cost Savings ’03-’06 € mln Tax, Accounting & Legal Tax, Legal & Regulatory Europe  4050  80 Health Corporate & Financial Services  3540  4555  15 TOTAL ~ 215~ 240 * Shared services initiatives may cause divisional differences

28 27 January 2004 A Restructured Operating Base Reduces Costs And Improves Execution  Provides permanent savings to fund growth initiatives  Simplifies our business to improve customer relationships and speed decision-making  Creates larger and more integrated businesses  Provides a more flexible cost structure

29 28 January 2004 Impact of Restructuring 2003-2006 Restructuring Costs* (€ mln) FTE Reductions Total Cost Savings (€ mln) 2003200420052006 100802510 500 400200 204080100 TOTAL ~ 215 ~ 1600 ~ 240 Beyond 2006, annualized cost savings of about €100 million * Of which € 150 mln will be charged as exceptional items

30 29 January 2004 Our Strategy: Invest in growth around leading positions 2 2 Reduce costs through structural improvements 1 1 Reorganize the business to deliver growth 3 3

31 30 January 2004 Reorganize The Business To Deliver Growth  Organize business into five divisions, which become primary operating units –Organize into customer driven businesses with distinct growth opportunities –Drive integration of operating units –Simplify businesses through consolidation of functions, elimination of management layers and combined locations –Provide day to day management  Shift in Corporate Governance –Divisions report to Chairman of Executive Board –Formation of Executive Committee –Greater operational role for corporate office  Strengthen corporate HR, Technology and Strategic Planning

32 31 January 2004 Organisation Structure * Asia Pacific will report to Jean-Marc Detailleur in 2004 Health Christopher Ainsley Health Christopher Ainsley Education Harry Sterk Education Harry Sterk Tax, Accounting & Legal (US & Asia Pacific*) Chairman Nancy McKinstry Chairman Nancy McKinstry Shared Services Europe Corporate & Financial Services Christopher Cartwright Corporate & Financial Services Christopher Cartwright Legal, Tax & Regulatory Europe Rolv Eide Legal, Tax & Regulatory Europe Rolv Eide  Create two divisions within LTBNA  Merge Asia Pacific into US Tax, Accounting & Legal division  Create shared services in North America and in Europe Shared Services North America

33 32 January 2004 Strengthen Management Team External Appointments (Last 12 months) Current RoleExperience  Bob BeckerCEO Legal  Jupiter Media Metrix  The Thomson Corporation  Rolv EideCEO Legal, Tax & Regulatory Europe  Tele Atlas  Dun and Bradstreet  Kevin EntrickenCFO Aspen  Reed Elsevier  Fred GraingerMD Nelson Thornes  Globalenglish Corporation  The Thomson Corporation  Arjen HollMD Wolters Noordhoff  Reed Elsevier  Andres SadlerSenior VP Strategy  Accenture  Booz, Allen & Hamilton  Erik TamborynMD Wolters Plantijn  VNU  Unilever  Boudewijn BeerkensMember Executive Board / CFO  PricewaterhouseCoopers  Gustavo DoblesVP Operations & IT Aspen  AOL Time Warner  Little Brown Publishing

34 Agenda  Opening Remarks  Overview  Corporate Strategy –Growth Plan –Cost Restructuring –Organization  Division Profiles and Strategies  Measuring Performance and Financials  Summary

35 Health Division

36 35 January 2004 Health Market Size ($5.3 bln)Key Trends & Dynamics Health – Attractive Market  $ 5.3 bln market growing at 2-5% per year  Medical research: Growing medical budgets  Professional & Education: Growth in allied health and nursing  Pharma Solutions: Increased spend on R&D data and tools  Clinical Tools: Demand for evidence based medical tools. High Growth (>5%)Moderate Growth (2-5%)Flat to Declining (<2%) Source: Company financials, analyst reports, Outsell, Verispen, Pharmaceutical Executive, WK information, WK analysis Medicine $317 mln Nursing $245 mln Health Professionals $173 mln Anatomical Charts $38 mln Referential Drug Information $346 mln Integrated Drug Information $66 mln Business & Clinical Intelligence $125 mln Medical Communications $1,250 mln Detail Aids $600 mln Teaching Hospitals $521mln Private Hospitals $624 mln Research Organizations $1,021 mln Professional & Education Medical Research Clinical Tools Pharma Solutions

37 36 January 2004 Strong Share In WK Market Segments Market Share Market = $ 5.3 bln Reed 17% Thomson 9% WK 13% Other 59% McGraw Hill 1%Pearson 1% WK Highlights  Leading global online medical platform  Three of the top ten titles in all critical specialties in medical and nursing  Largest repository of full text and bibliographic medical content  Key publishing partner for more than 60 top medical societies Source: Company financials, analyst reports, Outsell, Verispen, Pharmaceutical Executive, WK information, WK analysis

38 37 January 2004 Health Strategy Reduce Costs  Develop shared services in finance and HR  Consolidate production, fulfillment and distribution 2 2 Reorganize  Organize around four customer segments  Enhance presence in select international markets 3 3 Invest 1 1  Drive penetration and use of on-line platform  Strengthen core text and reference business  Pursue growth in pharmaceutical and clinical tools  Drive penetration and use of on-line platform  Strengthen core text and reference business  Pursue growth in pharmaceutical and clinical tools

39 38 January 2004 Corporate & Financial Services Division

40 39 January 2004 Corporate & Financial Services — A High Growth Potential Market  A $1.1 bln market growing at 3-5% per year  Increasing need for compliance, risk management and outsourcing solutions  Positive impact of regulations  Stable representation market  Growth in end-to-end automation of client work Addressable Market Size* ($ 1.1 bln)Highlights Sources: Annual Report of the Jurisdictions, Representation Data from Delaware, Lieberman Research Group, Hase –Shannen Research Find/SVP, TowerGroup, Hoovers, D&B, Celente, Company financials, analyst reports, WK information Representation, Corporate, UCC Search and Filing $743 mln (70%) Banking and Financial Compliance $324 mln (30%) * Excludes national bank market where BSI has share of <3%, securities and insurance

41 40 January 2004 Strong Market Share In Corporate & Financial Services Corporate Legal Services Market Share Addressable market = $743 mln Legal Information Services 40% Regional Players 36% CSC 24% Financial Compliance Services Market Share Addressable market = $324 mln(*) BSI 46% Others 33% Harland 21% #1 position in the community banks, credit unions and mortgage lenders segment  Corporate  Representation leader since 1892  Registered agent to 200K businesses  Representing 80% of Fortune 1000  CT is the law firm’s preferred provider  Largest compliance services provider to the National Law Journal top 250  Financial  Limited direct competition in banking compliance  #1 position in community banks and mortgage segments  Aggressively pursuing regional/national segments WK Highlights Includes: GulfPak, CSI, CUNA Mutual, Greatland Sources: Annual Report of the Jurisdictions, Representation Data from Delaware, Lieberman Research Group, Hase –Shannen Research Find/SVP, TowerGroup, Hoovers, D&B, Celente, Company financials, analyst reports, WK information * Excludes national bank market where BSI has share of <3%, securities and insurance

42 41 January 2004 Corporate & Financial Services Strategy Reduce Costs  Outsource select technology functions  Streamline/automate service fulfillment workflows  Consolidate real estate 2 2 Reorganize  Realign into customer-facing units  Increase sales force effectiveness 3 3 Invest 1 1  Strengthen position in corporate legal workflow tools  Build integrated solutions for banking, brokerage and insurance  Expand banking compliance – large banks / insurance  Strengthen position in corporate legal workflow tools  Build integrated solutions for banking, brokerage and insurance  Expand banking compliance – large banks / insurance

43 42 January 2004 Tax, Accounting & Legal Division

44 43 January 2004 Tax, Accounting & Legal Addressable Market ($2.9 bln) Key Trends & Dynamics Tax, Accounting & Legal Markets — Fundamentally Attractive For WK  $2.9 bln Market  Tax and Accounting: –Demand for more integrated research and compliance offerings –Growth of tools for CPAs –Expanding new services market  Legal –Demand for specialty content associated with top authors/titles –Lawyers requiring more integrated primary and secondary offerings –Small law market growing and under- penetrated Growth: 2-3% Tax and Accounting $1,345 mln Legal $1,542 mln 2-3% Growth: 2-3% Source: Company Reports, YE Company Reportgs, MSDW, UBS Warburg, Lehman Brothers, WK Analysis Accounting, research & software Tax research & software Small law firm Law school textbook & study aids Secondary legal research content $265 mln $1,080 mln $108 mln $80 mln $1,354 mln

45 44 January 2004 WK Is # 1 In Tax US Tax Market Share Addressable Market*: $1,080 mln WK 32% Intuit 17% BNA 5% Other 22% Thomson 24% US Legal Research Market Share Addressable Market**: $1,542 mln Other 10% West 44% BNA 8% Reed 19% ASPEN/ CCH Legal 19% WK Highlights  Leading position in tax research and compliance markets  Top Tax Compliance Product - #1 in 5 out of 10 offerings  94 of the top 100 US accounting firms are CCH and/or tax compliance customers  #1 in Securities law and other speciality areas * Excludes accounting market, Asia Pacific and Canada ** Includes specialized legal content and law school market Source: Company Reports, YE Company Reports, MSDW, UBS Warburg, Lehman Brothers, WK Analysis

46 45 January 2004 Tax, Accounting & Legal Strategy Reduce Costs  Outsource select technology functions  Consolidate real estate  Develop shared services in Finance and HR 2 2 Reorganize  Realign into customer-facing units  Merge Asia Pacific under this unit 3 3 Invest 1 1  Fix Aspen  Expand #1 position in tax and rapidly build position in accounting  Deliver integrated content and software suites  Strengthen content delivery platform  Fix Aspen  Expand #1 position in tax and rapidly build position in accounting  Deliver integrated content and software suites  Strengthen content delivery platform

47 46 January 2004 Legal, Tax & Regulatory Europe Division

48 47 January 2004 Market Size (€ 4.1 bln)Key Trends & Dynamics Legal, Tax & Regulatory, Europe — A Large, Moderate Growth Market For WK  A € 4.1 bln market  Country differences drive demand for local content/offerings across all markets  Mostly local competitors  Growing demand for more integrated tax and accounting workflow and compliance tools  Legal market driven primarily by secondary content and tools – slower online platform adoption  Regulatory markets expanding at the local, country and EU levels By Market Segment (€ mln) Other 103 (3%) SC 148 (4%) CE 155 (4%) UK 230 (6%) Spain 255 (6%) Belgium 278 ( 7%) NL 289 (7%) EHS 298 (7%) Transport 183 (4%) Tax & Accounting 1,213 (30%) HR 508 (12%) Public & Social 705 (17%) Legal 1,209 (30%) Italy 543 (13%) France 632 (15%) Germany 1,483 (35%) By Country (€ mln) Source: Company Reports, D&B estimates, Analyst Reports and MSDW

49 48 January 2004 Highlights A Clear Leader In Europe:  Leading provider of information, software tools and services for European tax and accounting, legal and regulatory markets  Balanced national presence  Deeply rooted local brands and recognized content quality  #1 or #2 player in almost every core market and geography  Strong penetration and market shares * Environment, Health & Safety Source: Company Reports, D&B estimates, Analyst Reports, MSDW, WK information and analysis WK LTR Europe Market Position NLFUKBIGSCESC Legal Tax HR EHS* Public/ Social Trans. 1 2 1 2 4 2 11 1 3 2 11 4 11 3 11111 3 1 45 3 2 11 2 3 1 5 2 111 2 111 2 11

50 49 January 2004 Reduce Costs  Consolidate content delivery / software development  Develop shared back-office services 2 2 Reorganize  Establish Chief Publishing Officer (CPO) and Chief Services Officer (CSO) role in all countries 3 3 Invest 1 1  Grow on-line penetration in all core markets  Extend into software tools and forms  Strengthen weaker positions opportunistically  Fix UK, Belgium and the Netherlands  Grow on-line penetration in all core markets  Extend into software tools and forms  Strengthen weaker positions opportunistically  Fix UK, Belgium and the Netherlands Legal, Tax & Regulatory Europe Strategy

51 50 January 2004 Education Division

52 51 January 2004 Market Size (€ 1.4 bln)Market Attractiveness and Share Position WK Is The Leader In European Education Germany 25% Netherlands 26% U.K. 21% Sweden 20% Belgium 5% Austria 3% Attractiveness  Stable, traditional text book business  Market-driven by multi-local content needs  Evolving electronic solutions  Attractive margins and stable cash flows; cycle improvement in next 3 years Share  #1 in the Netherlands, Sweden, Belgium  #3 in the U.K.  #1 in Germany, in vocational; strengthening presence in primary Source: Company Reports, D&B estimates, Analyst Reports, MSDW, WK information and analysis

53 52 January 2004 Reduce Costs  Develop shared back-office services  Right-sizing in country operations  Develop shared back-office services  Right-sizing in country operations 2 2 Reorganize  Strengthen senior management team 3 3 Invest 1 1  Reinforce text book publishing leadership position  Expand market share - mixed-media learning solutions  Pursue growth in adjacent markets  Reinforce text book publishing leadership position  Expand market share - mixed-media learning solutions  Pursue growth in adjacent markets Education Strategy

54 Agenda  Opening Remarks  Overview  Corporate Strategy –Growth Plan –Cost Restructuring –Organization  Division Profiles and Strategies  Measuring Performance and Financials  Summary  Q&A

55 54 January 2004 Revenue growth EBITA margin After exceptional items Cash conversion Free cash flow ROIC EPS Key Operational Measures Key Financial Measures 0-1% 14-15% 13-14% 85% Target 2004 € 150-200 mln Moving towards WACC* 0.99 3-4% 19-20% 85-90% 2007 onwards > € 300 mln Above WACC* > 1.40 Strategy Will Increase Shareholder Value * WACC is currently 8% after tax

56 55 January 2004  Modify Short Term Incentive Plan -Measures aligned to Key Performance Measures (KPMs) (e.g. ROIC, Personnel costs as percentage of sales) -Top 220 managers  Create New Long Term Incentive Plan* -Replaces existing stock option program -Total Shareholder Return (TSR) and Return On Invested Capital (ROIC) are key performance measures of new plan -Performance shares earned over 3 years -Top 80 executives Executive Compensation Tied To Shareholder Interests: * AGM approval needed in April for Executive Board compensation

57 56 January 2004 Financials  Reiterate Outlook 2003  EBITA margins 2003 at 17% (before exceptional items)  € 100 million restructuring charge in 2003  Maintain Dividend at € 0.55 per share for 2003

58 57 January 2004 Prudent Balance Sheet Management 1. Reduce Debt - Tender Offer for:  6.125% Bonds due 2005 and 5.50% Bonds due 2006  1.000% Convertible Bonds 2001 due 2006 2. Extend Debt Majurity - Euro denominated bond issue  Benchmark Euro offering - 10 year Rationale:  Reduce re-financing risk in 2005 and 2006  Smooth the maturity profile and improve duration  Efficiently utilize existing cash position  Current low interest rate environment and strong, stable markets Proactively address the redemption obligations of 2005/2006 and efficiently utilise cash

59 58 January 2004 Transaction Summary Tender offers: straight bonds and convertible  Success rate on the straight bond tender approx. 70% and the convertible tender 30%  We significantly reduced the debt redemption in 2005/2006 with approx. EUR 1.1 bln New bond issue:  With the successful issue of EUR 700 mln 10.1 year notes due Jan. 2014, we prudently termed out our debt, significantly increasing our duration

60 59 January 2004 Outcome Tender:Face/nominal value  Senior bond’05 € 550 mln: Tender, 69% buy € 380 mln  Senior bond’06 € 750 mln: Tender, 71% buy € 536 mln  Convertible ’06 € 700 mln: Tender, 30% buy € 210 mln Total buy back: approx. € 1,125 mln Sources: New senior bond€ 700 mln Surplus cash€ 425 mln Total: approx. € 1,125 mln

61 Agenda  Opening Remarks  Highlights / Executive Summary  Corporate Strategy –Growth Plan –Cost Restructuring –Organization  Division Profiles and Strategies  Measuring Performance and Financials  Summary

62 61 January 2004 Our Strategy Will Deliver Value To Shareholders  Invest in growth around leading market positions  Reduce costs through structural improvements to fund growth and increase flexibility  Reorganize the business to deliver growth by getting closer to our markets and customers  Manage the business in a fundamentally different way –Operational focus and rigor –Clear financial targets focused on ROIC –Tighter alignment of management and shareholder interests –Optimize financial structure and working capital Now is the time to put this strategy in place. We have the people and processes in place to make this happen. We are determined to succeed.

63 Agenda  Opening Remarks  Overview  Corporate Strategy –Growth Plan –Cost Restructuring –Organization  Division Profiles and Strategies  Measuring Performance and Financials  Summary

64 The Professional’s First Choice

65 Appendix

66 65 January 2004 EBITA Margin Development 2003-2004 Underlying Business EBITA Margin Including Impact of Additional Product Development Spend Impact of Restructuring 20032004 17%16-17%* 14-15% 14%13-14% *Effect of one-off cost savings in 2003

67 66 January 2004 2002 EBITA (€ 777 mln)**2002 Revenues (€ 3,895 mln) Wolters Kluwer Non-Core* € 340 mln Education € 300 mln LTB Asia Pacific € 65 mln LTB Europe € 1,228 mln LTB North America € 1,214 mln Health € 748 mln * non-core includes KAP, Ten, Hagen& Stam, ISBW ** including corporate costs (excluding = € 814 mln) and before exceptional items Non- Core* € 62 mln Education € 56 mln LTB Asia Pacific € 9 mln LTB Europe € 230 mln LTB North America € 326 mln Health € 131 mln

68 67 January 2004 Definitions KPMs  Revenue growth The outcome of total (recognized) revenue divided by the revenue of the previous period  EBITA margin Earnings before exceptional items, interest, tax, and amortization divided by revenue  Cash conversion Cash flow from operations less net expenditure fixed assets / EBITA before exceptional items  Free cash flow Cash flow from operating activities minus net expenditure in fixed assets and the release/appropriation of the acquisition provisions  ROIC (Return on Invested Capital) Full year EBITA before exceptional items and after tax, divided by average invested capital adjusted for cumulative goodwill amortization and goodwill charged to equity  Adjusted EPS Earnings (benchmark net income) divided by the fully diluted weighted average number of shares


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