Wolters Kluwer 2022 Half-Year Report
Wolters Kluwer reported €2,600 million in revenues for H1 2022, reflecting a 7% organic growth. Adjusted operating profit rose by 10% to €734 million, with an operating margin of 28.2%. Diluted adjusted EPS increased by 23% to €2.04. The company experienced slower spending and hiring, leading to a 4% decline in adjusted free cash flow at €497 million. An interim dividend of €0.63 was announced. The guidance for 2022 was upgraded, though growth momentum is expected to slow in the second half due to challenging comparables. Net debt remains healthy at €2,203 million.
- Revenues increased by 14% to €2,600 million, with a 7% organic growth.
- Adjusted operating profit rose 10% to €734 million, improving profit margin to 28.2%.
- Diluted adjusted EPS grew by 23% to €2.04.
- Interim dividend increased to €0.63 per share.
- Strong cash position with net-debt-to-EBITDA ratio at 1.3x.
- Adjusted free cash flow decreased by 4% to €497 million.
- Slower spending and hiring impacted profit margins.
Wolters Kluwer 2022 Half-Year Report
Alphen aan den Rijn, August 3, 2022 – Wolters Kluwer, a global leader in professional information, software solutions and services, today releases its half-year 2022 results.
Highlights
- Revenues
€2,600 million , up7% in constant currencies and up7% organically.- Recurring revenues (
81% of total revenues) up7% organically; non-recurring up6% organically. - Digital & services revenues (
93% of total revenues) grew8% organically. - Expert solutions (
56% of total revenues) grew9% organically.
- Recurring revenues (
- Adjusted operating profit
€734 million , up10% in constant currencies.- Adjusted operating profit margin up 130 basis points to
28.2% . - Margin benefitted from operational gearing and favorable currency mix.
- Slower than expected ramp-up in spending and hiring.
- Adjusted operating profit margin up 130 basis points to
- Diluted adjusted EPS
€2.04 , up23% overall and up11% in constant currencies. - Adjusted free cash flow
€497 million , down4% in constant currencies.- Cash conversion declined and tax paid increased, as expected.
- Balance sheet remains strong with net-debt-to-EBITDA of 1.3x.
- Interim dividend
€0.63 per share, set at40% of prior year total dividend. - Share buyback program for 2022 increased to
€1 billion of which€356 million completed to date. - Guidance for 2022 increased. (See page 2).
Half-Year Report of the Executive Board
Nancy McKinstry, CEO and Chair of the Executive Board, commented: “The first half of the year saw strong, better-than-anticipated organic growth which, along with currency movements, benefitted our margins. Growth in expert solutions and strong customer retention was delivered across all divisions. We have upgraded our outlook for the full year and are confident we are well-positioned to address the challenges associated with growing economic and geopolitical headwinds.”
Key Figures – Six months ended June 30 | |||||
€ million (unless otherwise stated) | 2022 | 2021 | ∆ | ∆ CC | ∆ OG |
Business performance – benchmark figures | |||||
Revenues | 2,600 | 2,280 | + | + | + |
Adjusted operating profit | 734 | 613 | + | + | + |
Adjusted operating profit margin | | | |||
Adjusted net profit | 527 | 437 | + | + | |
Diluted adjusted EPS (€) | 2.04 | 1.66 | + | + | |
Adjusted free cash flow | 497 | 476 | + | - | |
Net debt | 2,203 | 2,417 | - | ||
ROIC | | | |||
IFRS reported results | |||||
Revenues | 2,600 | 2,280 | + | ||
Operating profit | 640 | 519 | + | ||
Profit for the period | 455 | 360 | + | ||
Diluted EPS (€) | 1.76 | 1.37 | + | ||
Net cash from operating activities | 666 | 613 | + | ||
∆: % Change; ∆ CC: % Change in constant currencies (€/ |
Full-Year 2022 Outlook
We are increasing our guidance for adjusted operating profit margin and ROIC in reporting currency and for adjusted EPS growth in constant currencies. We reaffirm our outlook for adjusted free cash flow in constant currencies. While first half organic growth was better than expected, we expect organic momentum to slow in the remainder of the year, largely due to challenging comparables. We expect second half margins to reflect increased hiring and investments. Growth in diluted adjusted EPS will be dampened by a return to our historical tax rate. Revenues from Russia, Belarus, and Ukraine (mainly in Governance, Risk & Compliance) represented less than
Full-Year 2022 Outlook | |||
Performance indicators | 2022 Guidance | Previous 2022 Guidance | 2021 Actual |
Adjusted operating profit margin* | | | |
Adjusted free cash flow | | | |
ROIC* | | Around | |
Diluted adjusted EPS growth | Mid- to high-single-digit | Mid-single-digit | |
*Guidance for adjusted operating profit margin and ROIC is in reporting currency and assumes an average EUR/USD rate in 2022 of €/ |
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
We include restructuring costs in adjusted operating profit. We currently expect that restructuring costs will increase to within our normal range of
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.
2022 Outlook by Division
Health: we continue to expect organic growth to slow from 2021 levels (mainly due to the absence of a contract win of the size of the 2021 ASCO deal) and the adjusted operating profit margin to improve.
Tax & Accounting: we expect organic growth to accelerate from 2021 levels and the adjusted operating profit margin to improve.
Governance, Risk & Compliance: we continue to expect organic growth to slow from 2021 levels, mainly due to an expected decline in transactional revenues in the second half. We expect the adjusted operating profit margin to improve for the full year.
Legal & Regulatory: we now expect organic growth to improve on 2021 levels. We expect the adjusted operating profit margin to decline modestly for the full year due to the absence of a 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 our software products and certain advanced information solutions, accounted for
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; 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 (
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.
Strategic priorities 2022-2024
At the start of this year, we rolled out our new three-year strategic plan, which has three strategic priorities:
- 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 (
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 score4 and to start aligning our reporting with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).
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 Interim 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 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.
As announced on February 23, 2022, the interim dividend for 2022 was set at
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 Buyback 2022 Expanded
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.
On February 23, 2022, we announced our intention to repurchase shares for up to
In the year to date, through August 2, 2022, we have repurchased
For the period starting August 4, 2022, up to and including October 31, 2022, we have mandated third parties to execute
Share Cancellation 2022
At the 2022 Annual General Meeting of April 21, 2022, shareholders approved a resolution to cancel for capital reduction purposes any or all ordinary shares held in treasury or to be acquired by the company, up to a maximum of
Net Debt, Leverage, Sustainability-Linked Credit Facility, and Liquidity Position
Net debt on June 30, 2022, was
Our multi-currency credit facility remains fully undrawn. Effective July 2022, we agreed to the final one-year extension of this
Our liquidity position remains strong with, as of June 30, 2022, net cash available of
Half-Year 2022 Results
Benchmark Figures
Group revenues were
Revenues from North America accounted for
Adjusted operating profit was
Included in adjusted operating profit were restructuring expenses of
Adjusted net financing costs were stable at
Adjusted profit before tax was
The benchmark tax rate on adjusted profit before tax increased to
Diluted adjusted EPS was
IFRS Reported Figures
Reported operating profit increased
Reported financing results amounted to a net cost of
The reported effective tax rate decreased to
Net profit for the first half increased
Cash Flow
Adjusted operating cash flow was
Cash payments related to leases, including lease interest paid, were
Net interest paid, excluding lease interest paid, was
Income tax paid increased to
Total acquisition spending, net of cash acquired and including transaction costs, was
ESG7 Developments
Advancing our ESG performance and capabilities is core to 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, investing in highly secure systems, and striving to reduce our carbon footprint.
In the first half of 2022, we made progress in several areas. We further expanded initiatives designed to attract and retain talent amid tightened global markets for technology and other skilled professionals. To drive recruitment, we expanded talent acquisition capabilities and invested in partnerships and tools to enlarge candidate sourcing, be more visible, and increase our diversity outreach. To support both recruitment and retention, we expanded our career development work and other initiatives designed to support continued high levels of employee engagement and improve belonging.
In February 2022, 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. With regard to this commitment, we have this year made improvements to our existing procedures for scope 1 and scope 2 data collection in order to expand coverage and establish a more accurate baseline. With external advisors, we have developed a roadmap to implement the TCFD recommendations and have made progress on identifying and assessing material scope 3 emissions categories.
In the meantime, we continue to drive forward existing programs that reduce our emissions: in the first half, our real estate rationalization program delivered a further
Divisional Review
Organic growth and margin performance was strong across all four divisions.
Divisional Summary – Six months ended June 30 | ||||||
€ million (unless otherwise stated) | 2022 | 2021 | ∆ | ∆ CC | ∆ OG | |
Revenues | ||||||
Health | 674 | 579 | + | + | + | |
Tax & Accounting | 843 | 732 | + | + | + | |
Governance, Risk & Compliance | 638 | 544 | + | + | + | |
Legal & Regulatory | 445 | 425 | + | + | + | |
Total revenues | 2,600 | 2,280 | + | + | + | |
Adjusted operating profit | ||||||
Health | 216 | 181 | + | + | + | |
Tax & Accounting | 270 | 229 | + | + | + | |
Governance, Risk & Compliance | 206 | 175 | + | + | + | |
Legal & Regulatory | 69 | 53 | + | + | + | |
Corporate | (27) | (25) | + | + | + | |
Total adjusted operating profit | 734 | 613 | + | + | + | |
Adjusted operating profit margin | ||||||
Health | | | ||||
Tax & Accounting | | | ||||
Governance, Risk & Compliance | | | ||||
Legal & Regulatory | | | ||||
Total adjusted operating profit margin | | | ||||
∆: % Change; ∆ CC: % Change in constant currencies (€/ |
Total recurring revenues, which include subscriptions and other renewing revenue streams, accounted for
Revenues by Type – Six months ended June 30 | |||||
€ million (unless otherwise stated) | 2022 | 2021 | ∆ | ∆ CC | ∆ OG |
Digital and service subscription | 1,890 | 1,637 | + | + | + |
Print subscription | 76 | 81 | - | - | - |
Other recurring | 135 | 133 | + | - | + |
Total recurring revenues | 2,101 | 1,851 | + | + | + |
Print books | 55 | 55 | + 5 | - | + |
LS transactional (GRC) | 146 | 126 | + | + | + |
FS transactional (GRC) | 65 | 57 | + | + | - |
Other non-recurring | 233 | 191 | + | + | + |
Total non-recurring revenues | 499 | 429 | + | + | + |
Total revenues | 2,600 | 2,280 | + | + | + |
∆: % Change; ∆ CC: % Change in constant currencies (€/ |
Health
- Clinical Solutions grew
8% organically, mainly driven by UpToDate and drug information. - Learning, Research & Practice grew
4% organically despite a challenging comparable. - Margin increase reflects operational gearing and the mix shift towards Clinical Solutions.
Health – Six months ended June 30 | |||||
€ million (unless otherwise stated) | 2022 | 2021 | ∆ | ∆ CC | ∆ OG |
Revenues | 674 | 579 | + | + | + |
Adjusted operating profit | 216 | 181 | + | + | + |
Adjusted operating profit margin | | | |||
Operating profit | 180 | 165 | + | ||
Net capital expenditure | 19 | 14 | |||
Ultimo FTEs | 3,003 | 2,829 | |||
∆: % Change; ∆ CC: % Change in constant currencies (€/ |
Wolters Kluwer Health revenues increased
Clinical Solutions (
Health Learning, Research & Practice (
Tax & Accounting
- Corporate Performance up
9% organically, driven by CCH Tagetik. - Professional Tax & Accounting growth partly reflects timing and non-recurring factors.
- Margin increase reflects strong operational gearing partly offset by increased investment.
Tax & Accounting – Six months ended June 30 | |||||
€ million (unless otherwise stated) | 2022 | 2021 | ∆ | ∆ CC | ∆ OG |
Revenues | 843 | 732 | + | + | + |
Adjusted operating profit | 270 | 229 | + | + | + |
Adjusted operating profit margin | | | |||
Operating profit | 252 | 187 | + | ||
Net capital expenditure | 47 | 34 | |||
Ultimo FTEs | 7,593 | 7,116 | |||
∆: % Change; ∆ CC: % Change in constant currencies (€/ |
Wolters Kluwer Tax & Accounting revenues increased
Corporate Performance9 (
North America Professional Tax & Accounting9 (
Europe Professional Tax & Accounting8 (
Asia Pacific & Rest of World Professional Tax & Accounting (
Governance, Risk & Compliance
- Governance, Risk & Compliance grew
6% organically supported by subscription revenues. - Transactional revenue growth slowed overall, as expected, with diverging trends by category.
- Stable margin mainly reflects operational gearing offset by increased investment.
Governance, Risk & Compliance – Six months ended June 30 | |||||
€ million (unless otherwise stated) | 2022 | 2021 | ∆ | ∆ CC | ∆ OG |
Revenues | 638 | 544 | + | + | + |
Adjusted operating profit | 206 | 175 | + | + | + |
Adjusted operating profit margin | | | |||
Operating profit | 184 | 155 | + | ||
Net capital expenditure | 46 | 35 | |||
Ultimo FTEs | 4,798 | 4,454 | |||
∆: % Change; ∆ CC: % Change in constant currencies (€/ |
Wolters Kluwer Governance, Risk & Compliance (GRC) revenues increased
Legal Services (
Financial Services (
Finance, Risk & Reporting, which provides regulatory reporting and risk solutions to banks, posted robust organic growth, compared to a modest decline a year ago, driven by professional services and new sales. Finance, Risk & Reporting suspended business in Russia and Belarus. These countries represented less than
Legal & Regulatory
- EHS/ORM3 & Legal Software (
21% of divisional revenues) grew20% organically. - Information Solutions (
79% ) recorded3% organic growth despite print declines. - Margin increase reflects operational gearing and underlying cost savings.
Legal & Regulatory – Six months ended June 30 | |||||
€ million (unless otherwise stated) | 2022 | 2021 | ∆ | ∆ CC | ∆ OG |
Revenues | 445 | 425 | + | + | + |
Adjusted operating profit | 69 | 53 | + | + | + |
Adjusted operating profit margin | | | |||
Operating profit | 51 | 37 | + | ||
Net capital expenditure | 27 | 24 | |||
Ultimo FTEs | 4,258 | 4,146 | |||
∆: % Change; ∆ CC: % Change in constant currencies (€/ |
Legal & Regulatory revenues increased
EHS/ORM & Legal Software (
Legal & Regulatory Information Solutions (
Corporate
Net corporate expenses increased
Corporate – Six months ended June 30 | |||||
€ million (unless otherwise stated) | 2022 | 2021 | ∆ | ∆ CC | ∆ OG |
Adjusted operating profit | (27) | (25) | + | + | + |
Operating profit | (27) | (25) | + | ||
Net capital expenditure | 0 | 0 | |||
Ultimo FTEs | 124 | 125 | |||
∆: % Change; ∆ CC: % Change in constant currencies (€/ |
Risk Management
In our 2021 Annual Report, the company described certain risk categories that could have a material adverse effect on its operations and financial position. Those risk categories are deemed to be incorporated and repeated in this report by reference. In the company’s view, the nature and potential impact of these risk categories on the business are not materially different for the second half of 2022.
Statement by the Executive Board
The Executive Board is responsible for the preparation of the 2022 Half-Year Report, which includes the Interim Report of the Executive Board and the condensed consolidated interim financial statements for the six months ended June 30, 2022. The condensed consolidated interim financial statements for the six months ended June 30, 2022, are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The responsibility of the Executive Board includes selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
The Interim Report of the Executive Board endeavors to present a fair review of the situation of the business at the balance sheet date and of the state of affairs in the half-year under review. Such an overview contains a selection of some of the main developments in the first six months of the financial year and can never be exhaustive. This Interim Report also contains the current expectations of the Executive Board for the second half of the financial year. With respect to these expectations, reference is made to the disclaimer about forward-looking statements on page 35 of this half-year report. As required by provision 5:25d (2)(c) of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and on the basis of the foregoing, the Executive Board confirms that to its knowledge:
- The condensed consolidated interim financial statements for the six months ended June 30, 2022, give a true and fair view of the assets, liabilities, financial position, and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and
- The Interim Report of the Executive Board includes a fair overview of the situation at the balance sheet date, the course of affairs during the first six months of the financial year of the company and the undertakings included in the consolidation taken as a whole, and the reasonably to be expected course of affairs for the second half of 2022 as well as an indication of important events that have occurred during the six months ended June 30, 2022, and their impact on the condensed consolidated interim financial statements, together with a description of the principal risks and uncertainties for the second half of 2022, and also includes the major related parties transactions entered into during the six months ended June 30, 2022.
Alphen aan den Rijn, August 2, 2022
Executive Board
N. McKinstry, CEO and Chair of the Executive Board
K. B. Entricken, CFO and Member of the Executive Board
The content of this Half-Year Report has not been audited or reviewed by an independent external auditor.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Interim Financial Statements for the six months
ended June 30, 2022, and 2021
Unaudited Condensed Consolidated Interim Statement of Profit or Loss
Unaudited Condensed Consolidated Interim Statement of Comprehensive Income
Unaudited Condensed Consolidated Interim Statement of Cash Flows
Unaudited Condensed Consolidated Interim Statement of Financial Position
Unaudited Condensed Consolidated Interim Statement of the Changes in Total Equity
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Unaudited Condensed Consolidated Interim Statement of Profit or Loss
(in millions of euros, unless otherwise stated) | Note | Six months ended June 30 | |
2022 | 2021 | ||
Revenues | 5 | 2,600 | 2,280 |
Cost of revenues | (738) | (646) | |
Gross profit | 1,862 | 1,634 | |
Sales costs | (417) | (365) | |
General and administrative costs | (799) | (716) | |
Total operating expenses | (1,216) | (1,081) | |
Other gains and (losses) | (6) | (34) | |
Operating profit | 640 | 519 | |
Financing results | (43) | (43) | |
Share of profit of equity-accounted investees, net of tax | 0 | 0 | |
Profit before tax | 597 | 476 | |
Income tax expense | (142) | (116) | |
Profit for the period | 455 | 360 | |
Attributable to: | |||
| 455 | 360 | |
| 0 | 0 | |
Profit for the period | 455 | 360 | |
Earnings per share (EPS) (€) | |||
Basic EPS | 1.77 | 1.38 | |
Diluted EPS | 1.76 | 1.37 | |
Unaudited Condensed Consolidated Interim Statement of Comprehensive Income
(in millions of euros) | Six months ended June 30 | |||
2022 | 2021 | |||
Comprehensive income: | ||||
Profit for the period | 455 | 360 | ||
Other comprehensive income: | ||||
Items that are or may be reclassified subsequently to the statement of profit or loss: | ||||
Exchange differences on translation of foreign operations | 308 | 108 | ||
Recycling of foreign exchange differences on loss of control | – | 26 | ||
Net gains/(losses) on hedges of net investments | (15) | (6) | ||
Net gains/(losses) on cash flow hedges | 27 | 9 | ||
Items that will not be reclassified to the statement of profit or loss: | ||||
Remeasurements on defined benefit plans | (4) | 0 | ||
Other comprehensive income/(loss) for the period, before tax | 316 | 137 | ||
Income tax on other comprehensive income | 1 | 0 | ||
Other comprehensive income/(loss) for the period, net of tax | 317 | 137 | ||
Total comprehensive income for the period | 772 | 497 | ||
Attributable to: | ||||
| 772 | 496 | ||
| 0 | 1 | ||
Total | 772 | 497 |
Unaudited Condensed Consolidated Interim Statement of Cash Flows
(in millions of euros) | Note | Six months ended June 30 | |||
2022 | 2021 | ||||
Cash flows from operating activities | |||||
Profit for the period | 455 | 360 | |||
Adjustments for: | |||||
Income tax expense | 142 | 116 | |||
Share of profit of equity-accounted investees, net of tax | 0 | 0 | |||
Financing results | 43 | 43 | |||
Amortization, impairment, and depreciation | 231 | 197 | |||
Book (profit)/loss on disposal of operations and non-current assets | 1 | 28 | |||
Changes in employee benefit provisions | 3 | 0 | |||
Additions to and releases from provisions | 0 | 5 | |||
Appropriation of provisions | (5) | (20) | |||
Share-based payments | 12 | 10 | |||
Autonomous movements in working capital | 4 | 54 | |||
Other adjustments | 1 | (5) | |||
Total adjustments | 432 | 428 | |||
Interest paid and received (including the interest portion of lease payments) | (46) | (48) | |||
Paid income tax | (175) | (127) | |||
Net cash from operating activities | 666 | 613 | |||
Cash flows from investing activities | |||||
Net capital expenditure | (139) | (107) | |||
Acquisition spending, net of cash acquired | 7 | (69) | (96) | ||
Receipts from divestments, net of cash disposed | 7 | (1) | 1 | ||
Net cash used in investing activities | (209) | (202) | |||
Cash flows from financing activities | |||||
Repayment of loans | (1) | 0 | |||
Proceeds from new loans | 100 | 525 | |||
Repayment of principal portion of lease liabilities | (35) | (34) | |||
Repurchased shares | (302) | (201) | |||
Dividends paid | (264) | (233) | |||
Net cash from/(used in) financing activities | (502) | 57 | |||
Net cash flow before effect of exchange differences | (45) | 468 | |||
Exchange differences on cash and cash equivalents and bank overdrafts | 74 | 27 | |||
Net change in cash and cash equivalents less bank overdrafts | 29 | 495 | |||
Cash and cash equivalents less bank overdrafts at January 1 | 994 | 364 | |||
Cash and cash equivalents less bank overdrafts at June 30 | 1,023 | 859 | |||
Add: Bank overdrafts used for cash management purposes at June 30 | 79 | 92 | |||
Less: included in assets held for sale at June 30 | (4) | – | |||
Cash and cash equivalents at June 30 in the statement of financial position | 1,098 | 951 |
Unaudited Condensed Consolidated Interim Statement of Financial Position
(in millions of euros) | Note | June 30, 2022 | December 31, 2021 | June 30, 2021 | ||||
Goodwill | 4,444 | 4,180 | 4,118 | |||||
Intangible assets other than goodwill | 1,670 | 1,620 | 1,667 | |||||
Property, plant, and equipment | 83 | 75 | 80 | |||||
Right-of-use assets | 306 | 301 | 323 | |||||
Investments in equity-accounted investees | 10 | 10 | 8 | |||||
Financial assets and other receivables | 35 | 23 | 27 | |||||
Contract assets | 18 | 19 | 17 | |||||
Deferred tax assets | 66 | 62 | 91 | |||||
Total non-current assets | 6,632 | 6,290 | 6,331 | |||||
Inventories | 73 | 65 | 71 | |||||
Contract assets | 163 | 138 | 135 | |||||
Trade and other receivables | 1,279 | 1,374 | 1,155 | |||||
Current income tax assets | 81 | 59 | 37 | |||||
Cash and cash equivalents | 1,098 | 1,001 | 951 | |||||
Assets classified as held for sale | 8 | 104 | 101 | – | ||||
Total current assets | 2,798 | 2,738 | 2,349 | |||||
Total assets | 9,430 | 9,028 | 8,680 | |||||
Issued share capital | 32 | 32 | 32 | |||||
Share premium reserve | 87 | 87 | 87 | |||||
Other reserves | 2,512 | 2,298 | 2,039 | |||||
Equity attributable to the owners of the company | 2,631 | 2,417 | 2,158 | |||||
Non-controlling interests | 0 | 0 | 0 | |||||
Total equity | 2,631 | 2,417 | 2,158 | |||||
Long-term debt, excl. lease liabilities | 9 | 2,079 | 2,791 | 2,790 | ||||
Lease liabilities | 9 | 258 | 260 | 280 | ||||
Deferred tax liabilities | 284 | 294 | 327 | |||||
Employee benefits | 99 | 90 | 116 | |||||
Provisions | 8 | 7 | 6 | |||||
Non-current deferred income | 135 | 113 | 111 | |||||
Total non-current liabilities | 2,863 | 3,555 | 3,630 | |||||
Deferred income | 1,809 | 1,709 | 1,597 | |||||
Other contract liabilities | 86 | 80 | 65 | |||||
Trade and other payables | 813 | 944 | 733 | |||||
Current income tax liabilities | 166 | 142 | 174 | |||||
Short-term provisions | 22 | 27 | 33 | |||||
Borrowings and bank overdrafts | 9 | 179 | 9 | 217 | ||||
Short-term bonds | 9 | 700 | – | – | ||||
Short-term lease liabilities | 9 | 79 | 71 | 73 | ||||
Liabilities classified as held for sale | 8 | 82 | 74 | – | ||||
Total current liabilities | 3,936 | 3,056 | 2,892 | |||||
Total liabilities | 6,799 | 6,611 | 6,522 | |||||
Total equity and liabilities | 9,430 | 9,028 | 8,680 |
Unaudited Condensed Consolidated Interim Statement of Changes in Total Equity
(in millions of euros) | 2022 | |||
Equity attributable to the owners of the company | Non-controlling interests | Total equity | ||
Balance at January 1, 2022 | 2,417 | 0 | 2,417 | |
Total comprehensive income for the period | 772 | 0 | 772 | |
Share-based payments | 12 | – | 12 | |
Final cash dividend 2021 | (264) | 0 | (264) | |
Repurchased shares | (306) | – | (306) | |
Balance at June 30, 2022 | 2,631 | 0 | 2,631 |
(in millions of euros) | 2021 | |||
Equity attributable to the owners of the company | Non-controlling interests | Total equity | ||
Balance at January 1, 2021 | 2,087 | 0 | 2,087 | |
Total comprehensive income for the period | 496 | 1 | 497 | |
Share-based payments | 10 | – | 10 | |
Final cash dividend 2020 | (232) | (1) | (233) | |
Repurchased shares | (203) | – | (203) | |
Balance at June 30, 2021 | 2,158 | 0 | 2,158 |
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 1 Reporting entity
Wolters Kluwer N.V. (the company) with its subsidiaries (together referred to as 'the group', and individually as ‘group entities’) is a global provider of professional information, software solutions, and services for clinicians, nurses, accountants, lawyers, and tax, finance, audit, risk, compliance, and regulatory sectors. 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.
These unaudited condensed consolidated interim financial statements (interim financial statements) for the six months ended June 30, 2022, comprise the group and the group’s interests in associates.
Note 2 Basis of preparation
Statement of compliance
These interim financial statements have been prepared in accordance with International Accounting Standards (IAS) 34 Interim Financial Reporting, as adopted by the European Union. As such, the financial statements do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to get an understanding of the changes in the group’s financial position and performance since the last annual consolidated financial statements for the year ended December 31, 2021.
The interim financial statements for the six months period ended June 30, 2022, have been abridged from Wolters Kluwer’s 2021 Financial Statements as part of the 2021 Annual Report. These interim financial statements have not been audited or reviewed by the external auditor. The interim financial statements were authorized for issue by the Executive Board and Supervisory Board on August 2, 2022.
Accounting policies
The accounting policies applied in these interim financial statements are the same as those applied in the 2021 Financial Statements, apart from the effect of the following new accounting standards and amendments which became effective as of January 1, 2022:
- References to the Conceptual Framework (Amendments to IFRS 3);
- Property, Plant, and Equipment – Proceeds before intended use (Amendments to IAS 16); and
- Onerous contracts – Cost of Fulfilling a Contract (Amendments to IAS 37).
These amendments did not have any impact on the amounts recognized in the current or prior periods and are not expected to significantly affect future periods.
Effect of forthcoming accounting standards
A number of new standards and amendments are not yet effective for the year ending December 31, 2022, and have not been early adopted in these interim financial statements. The group expects no significant changes as a result of these new standards and amendments.
Functional and presentation currency
The interim financial statements are presented in euros, which is the company’s functional and presentation currency. Unless otherwise indicated, the financial information in these interim financial statements is in euros and has been rounded to the nearest million.
Exchange rates to the euro | 2022 | 2021 |
U.S. dollar (at June 30) | 1.05 | 1.20 |
U.S. dollar (average six months) | 1.10 | 1.21 |
U.S. dollar (at December 31) | 1.13 |
Judgments and estimates
The preparation of the interim financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets, liabilities, income, and expense.
In preparing these interim financial statements, the significant judgments made by management in applying the group’s accounting policies and the key sources of estimation and uncertainty were the same as those applied to the 2021 Financial Statements (reference is made to Note 3 – Accounting Estimates and Judgments of the 2021 Financial Statements).
The estimates and underlying assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not clear from other sources. Actual results may differ from those estimates and may result in material adjustments in the next financial period(s).
Reference is also made to Note 30 - Financial Risk Management of the 2021 Financial Statements, which outlines Wolters Kluwer’s exposure to a variety of risks, including market risk, currency risk, interest rate risk, liquidity risk, and credit risk. These risks have not substantially changed since the issuance of our 2021 Annual Report.
Impact of Russian-Ukrainian war
In February 2022, global geopolitical tension began to worsen following the start of the Russian-Ukrainian war. The repercussions on the global macroeconomic scenario, already characterized by difficulties in global supply chains and high inflation rates, are currently highly uncertain. It is likely that the war between Russia and Ukraine could have consequences on global economic activities and spending patterns in current and future periods.
Some suppliers of Wolters Kluwer have operations in Ukraine, predominantly in technology support services. Wolters Kluwer has been working closely together with these suppliers to ensure a minimal impact on our products and services.
Wolters Kluwer has been carefully considering the future of our customer relationships in Russia and Belarus, where we have a limited footprint, and, above all, what our actions would mean for people in the region. We have discontinued doing business in Russia and Belarus except for certain health products where there are compelling humanitarian reasons.
Revenues generated in Russia, Belarus, and Ukraine represented less than
Note 3 Seasonality
The overall impact of seasonality on group revenues and costs is limited. Revenue recognition does not always follow the pattern of cash flows as the revenues for certain license contracts are deferred.
Note 4 Benchmark Figures
Wherever used in these interim financial statements, the term ‘adjusted’ refers to figures adjusted for non-benchmark items and, where applicable, amortization and impairment of goodwill and acquired identifiable intangible assets.
Adjusted figures are non-IFRS compliant financial figures, but are internally regarded as key performance indicators to measure the underlying performance of the business. These figures are presented as additional information and do not replace the information in the consolidated interim statement of profit or loss and in the consolidated interim statement of cash flows. The term ‘adjusted’ is not a defined term under IFRS.
Reconciliation of benchmark figures
Revenue Bridge
(in millions of euros) | € | % |
Revenues HY 2021 | 2,280 | |
Organic change | 160 | 7 |
Acquisitions | 9 | 0 |
Divestments | (15) | 0 |
Currency impact | 166 | 7 |
Revenues HY 2022 | 2,600 | 14 |
U.S.
Reconciliation between operating profit and adjusted operating profit
(in millions of euros) | Six months ended June 30 | |
2022 | 2021 | |
Operating profit | 640 | 519 |
Amortization and impairment of acquired identifiable intangible assets | 88 | 60 |
Non-benchmark items in operating profit | 6 | 34 |
Adjusted operating profit (A) | 734 | 613 |
For our continuing medical education solutions for physicians (Learner’s Digest), we identified a triggering event in the first half of 2022 as expectations of market growth deteriorated. The group recognized an impairment on the acquired identifiable intangible assets of
Reconciliation between financing results and adjusted net financing costs
(in millions of euros) | Six months ended June 30 | |
2022 | 2021 | |
Financing results | (43) | (43) |
Non-benchmark items in financing results | 1 | 1 |
Adjusted net financing costs | (42) | (42) |
Reconciliation between profit for the period and adjusted net profit
(in millions of euros) | Six months ended June 30 | |
2022 | 2021 | |
Profit for the period attributable to the owners of the company (B) | 455 | 360 |
Amortization and impairment of acquired identifiable intangible assets | 88 | 60 |
Tax on amortization and impairment of acquired identifiable intangible assets and goodwill | (22) | (17) |
Non-benchmark items, net of tax | 6 | 34 |
Adjusted net profit (C) | 527 | 437 |
Summary of non-benchmark items
(in millions of euros) | Six months ended June 30 | |
2022 | 2021 | |
Included in other gains and (losses): | ||
Divestment-related results | (4) | (30) |
Acquisition-related costs | (2) | (3) |
Additions to acquisition integration provisions | 0 | (1) |
Total non-benchmark income/(costs) in operating profit | (6) | (34) |
Included in financing results: | ||
Employee benefits financing component | (1) | (1) |
Total non-benchmark income/(costs) in financing results | (1) | (1) |
Total non-benchmark items before tax | (7) | (35) |
Tax on non-benchmark items | 1 | 1 |
Non-benchmark items, net of tax | (6) | (34) |
Reconciliation between net cash from operating activities and adjusted free cash flow
(in millions of euros) | Six months ended June 30 | |
2022 | 2021 | |
Net cash from operating activities | 666 | 613 |
Net capital expenditure | (139) | (107) |
Repayment of principal portion of lease liabilities | (35) | (34) |
Acquisition-related costs | 2 | 3 |
Paid divestment expenses | 3 | 2 |
Net tax benefit on divested assets and consolidation of platform technology | 0 | (1) |
Adjusted free cash flow (D) | 497 | 476 |
Per share information
(in euros, unless otherwise stated) | Six months ended June 30 | |
2022 | 2021 | |
Total number of ordinary shares outstanding at June 301) | 255.5 | 260.3 |
Weighted average number of ordinary shares outstanding (E)1) | 257.0 | 261.4 |
Diluted weighted average number of ordinary shares (F)1) | 258.2 | 262.7 |
Adjusted EPS (C/E) | 2.05 | 1.67 |
Diluted adjusted EPS (C/F) | 2.04 | 1.66 |
Diluted adjusted EPS in constant currencies | 1.93 | 1.74 |
Basic EPS (B/E) | 1.77 | 1.38 |
Diluted EPS (B/F) | 1.76 | 1.37 |
Adjusted free cash flow per share (D/E) | 1.93 | 1.82 |
Diluted adjusted free cash flow per share (D/F) | 1.93 | 1.81 |
1) In millions of shares
Benchmark tax rate
(in millions of euros, unless otherwise stated) | Six months ended June 30 | |
2022 | 2021 | |
Income tax expense | 142 | 116 |
Tax benefit on amortization and impairment of acquired identifiable intangible assets | 22 | 17 |
Tax benefit/(expense) on non-benchmark items | 1 | 1 |
Tax on adjusted profit before tax (G) | 165 | 134 |
Adjusted net profit (C) | 527 | 437 |
Adjustment for non-controlling interests | 0 | 0 |
Adjusted profit before tax (H) | 692 | 571 |
Benchmark tax rate (G/H) (%) | 23.8 | 23.5 |
Cash conversion ratio
(in millions of euros, unless otherwise stated) | Six months ended June 30 | |
2022 | 2021 | |
Operating profit | 640 | 519 |
Amortization, impairment, and depreciation | 231 | 197 |
EBITDA | 871 | 716 |
Non-benchmark items in operating profit | 6 | 34 |
Adjusted EBITDA | 877 | 750 |
Autonomous movements in working capital | 4 | 54 |
Net capital expenditure | (139) | (107) |
Repayment of principal portion of lease liabilities | (35) | (34) |
Interest portion of lease liabilities | (4) | (4) |
Adjusted operating cash flow (I) | 703 | 659 |
Adjusted operating profit (A) | 734 | 613 |
Cash conversion ratio (I/A) (%) | 96 | 107 |
Note 5 Segment Reporting
Divisional revenues and operating profit
(in millions of euros) | Six months ended June 30 | |
2022 | 2021 | |
Revenues | ||
Health | 674 | 579 |
Tax & Accounting | 843 | 732 |
Governance, Risk & Compliance | 638 | 544 |
Legal & Regulatory | 445 | 425 |
Total revenues | 2,600 | 2,280 |
Operating profit/(loss) | ||
Health | 180 | 165 |
Tax & Accounting | 252 | 187 |
Governance, Risk & Compliance | 184 | 155 |
Legal & Regulatory | 51 | 37 |
Corporate | (27) | (25) |
Total operating profit | 640 | 519 |
The group disaggregates revenues by media format and by revenue type as part of the management information discussed by the Executive Board. Reference is made to Appendix 2 and 3 of this report.
Note 6 Earnings per Share
Earnings per share (EPS)
(in millions of euros, unless otherwise stated) | Six months ended June 30 | |
2022 | 2021 | |
Profit for the period attributable to the owners of the company (B) | 455 | 360 |
Weighted average number of shares | ||
in millions of shares | ||
Outstanding ordinary shares at January 1 | 262.5 | 267.5 |
Effect of repurchased shares | (5.5) | (6.1) |
Weighted average number of ordinary shares for the period (E) | 257.0 | 261.4 |
Basic EPS (€) (B/E) | 1.77 | 1.38 |
Diluted weighted average number of shares | ||
in millions of shares | ||
Weighted average number of ordinary shares for the period (E) | 257.0 | 261.4 |
Long-Term Incentive Plan | 1.2 | 1.3 |
Diluted weighted average number of ordinary shares for the period (F) | 258.2 | 262.7 |
Diluted EPS (€) (B/F) | 1.76 | 1.37 |
Note 7 Acquisitions and Divestments
Acquisitions
Total acquisition spending in the first half of 2022, net of cash acquired, was
On April 8, 2022, Wolters Kluwer Governance, Risk & Compliance completed the acquisition of
On June 28, 2022, Wolters Kluwer Legal & Regulatory completed the acquisition of
In addition, other smaller acquisitions were completed, with a combined total consideration of
In the first half of 2022, acquisition-related costs were
The acquisition spending in first half of 2021 was
Acquisition-related results
(in millions of euros) | Six months ended June 30 | |
2022 | 2021 | |
Consideration payable in cash | 70 | 98 |
Deferred and contingent acquisition payments | 1 | 1 |
Total consideration | 71 | 99 |
Non-current assets | 48 | 32 |
Current assets | 2 | 4 |
Non-current liabilities | (1) | (2) |
Current liabilities | (2) | (3) |
Deferred tax liabilities | (11) | (2) |
Fair value of net identifiable assets/(liabilities) | 36 | 29 |
Goodwill on acquisitions | 35 | 70 |
Cash effect of the acquisitions: | ||
Consideration payable in cash | 70 | 98 |
Cash acquired | (1) | (2) |
Deferred and contingent considerations paid | 0 | 0 |
Acquisition spending, net of cash acquired | 69 | 96 |
The fair value of the identifiable assets and liabilities will be revised if new information, obtained within one year from the acquisition date, about facts and circumstances that existed at the acquisition date, causes adjustments to the above amounts, or for any additional provisions that existed at the acquisition date.
The goodwill relating to the 2022 acquisitions represents future economic benefits specific to the group arising from assets that do not qualify for separate recognition as intangible assets. This includes expected new customers who generate revenue streams in the future, revenues generated because of new capabilities of the acquired product platforms, as well as expected synergies that will arise following the acquisitions.
Of the goodwill recognized in 2022, none was deductible for income tax purposes (HY 2021:
Divestments
Net disposal proceeds amounted to
In the first half of 2021, net disposal proceeds amounted to
Divestment-related results
(in millions of euros) | Six months ended June 30 | |
2022 | 2021 | |
Divestments of operations: | ||
Consideration receivable in cash | (1) | – |
Non-controlling interests received, recognized as financial assets at fair value | – | 6 |
Consideration receivable | (1) | 6 |
Non-current assets | – | 7 |
Current assets | 0 | 2 |
Current liabilities | 0 | (1) |
Net identifiable assets and liabilities | 0 | 8 |
Reclassification of foreign exchange gain/(loss) on loss of control, recognized in other comprehensive income | – | (26) |
Book profit/(loss) on divestments of operations | (1) | (28) |
Divestment expenses | (3) | (2) |
Divestment-related results, included in other gains and (losses) | (4) | (30) |
Cash effect of divestments: | ||
Consideration receivable in cash | (1) | – |
Deferred consideration received | – | 1 |
Cash included in divested operations | – | 0 |
Receipts from divestments, net of cash disposed | (1) | 1 |
Note 8 Assets/Liabilities Classified as Held for Sale
On December 9, 2021, Wolters Kluwer Legal & Regulatory announced that it has entered into exclusive discussions to sell its legal information businesses in France and Spain following receipt of a binding offer from Karnov Group. Signing of a final agreement is conditional upon completion of the consultation with the European and French works councils. Completion of the transaction would be conditional upon antitrust approval in Spain and is expected in the second half of 2022. The French and Spanish legal information units to be sold employ approximately 600 FTEs.
Net assets classified as held for sale
(in millions of euros) | June 30, 2022 | December 31, 2021 | June 30, 2021 |
Assets of disposal groups classified as held for sale | 104 | 101 | – |
Liabilities of disposal groups classified as held for sale | (82) | (74) | – |
Net assets of disposal groups classified as held for sale | 22 | 27 | 0 |
Assets and liabilities of disposal groups
(in millions of euros) | June 30, 2022 | December 31, 2021 | June 30, 2021 |
Non-current assets | 75 | 73 | – |
Cash and cash equivalents | 4 | 2 | – |
Other current assets | 25 | 26 | – |
Non-current liabilities | (16) | (14) | – |
Current liabilities | (66) | (60) | – |
Net assets of disposal groups classified as held for sale | 22 | 27 | 0 |
Result of disposal groups
The revenues, adjusted operating profit, and operating profit of the disposal groups can be specified as follows:
(in millions of euros) | Six months ended June 30 | |
2022 | 2021 | |
Revenues | 42 | 42 |
Adjusted operating profit | 8 | 5 |
Operating profit | 8 | 5 |
Note 9 Net Debt
Reconciliation gross debt to net debt
(in millions of euros, unless otherwise stated) | June 30, 2022 | December 31, 2021 | June 30, 2021 | |||
Gross debt | ||||||
Bonds | 1,927 | 2,625 | 2,625 | |||
Private placements | 141 | 153 | 152 | |||
Other long-term loans | 9 | 10 | 9 | |||
Deferred and contingent acquisition payments | 2 | 1 | 0 | |||
Derivative financial instruments | 0 | 2 | 4 | |||
Long-term debt (excl. lease liabilities) | 2,079 | 2,791 | 2,790 | |||
Lease liabilities | 258 | 260 | 280 | |||
Total long-term debt | 2,337 | 3,051 | 3,070 | |||
Borrowings and bank overdrafts | 179 | 9 | 217 | |||
Short-term bonds | 700 | – | – | |||
Short-term lease liabilities | 79 | 71 | 73 | |||
Deferred and contingent acquisition payments | 1 | 1 | 1 | |||
Derivative financial instruments | 18 | – | 7 | |||
Total short-term debt | 977 | 81 | 298 | |||
Total gross debt | 3,314 | 3,132 | 3,368 | |||
Minus: | ||||||
Cash and cash equivalents | (1,098) | (1,001) | (951) | |||
Derivative financial instruments: | ||||||
Non-current receivable | (13) | – | – | |||
Net debt | 2,203 | 2,131 | 2,417 | |||
Net-debt-to-EBITDA ratio (on a rolling basis) * | 1.3 | 1.4 | 1.7 |
* Net-debt-to-EBITDA ratio is based on a twelve-months rolling EBITDA.
Effective July 2022, the group exercised the option to extend its
facility from July 2024 to July 2025.
Note 10 Equity, LTIP, and Dividends
The group made progress on the 2022 share buyback program of up to
For the period starting August 4, 2022, up to and including October 31, 2022, we have mandated third parties to execute
Shares repurchased are added to and held as treasury shares and will be used for capital reduction purposes and to meet obligations arising from share-based incentive plans. A total of 1.2 million shares were repurchased to offset the dilution caused by our annual incentive share issuance.
In the first six months of 2022, treasury shares were used for the vesting of Long-Term Incentive Plan (LTIP) shares; no new shares were issued. The LTIP 2019-21 vested on December 31, 2021. Total Shareholder Return (TSR) ranked fourth relative to the peer group of 15 companies, resulting in a pay-out of
Under the 2022-24 LTIP grant, 297,358 shares were conditionally awarded to the Executive Board and other senior managers in the first six months of 2022. In the first six months of 2022, a total of 15,392 shares were forfeited under the long-term incentive plans.
A final dividend of
For 2022, the interim dividend will be set at
At June 30, 2022, the Executive Board jointly held 412,167 shares (December 31, 2021: 412,167 shares), of which 372,131 shares (December 31, 2021: 372,131 shares) were held by Ms. McKinstry and 40,036 shares (December 31, 2021: 40,036 shares) by Mr. Entricken.
At June 30, 2022, Mrs. A.E. Ziegler, held 1,894 Wolters Kluwer ADRs (December 31, 2021: 1,894 Wolters Kluwer ADRs). None of the other members of the Supervisory Board held shares in Wolters Kluwer (December 31, 2021: none of the other members of the Supervisory Board held shares).
Note 11 Related Party Transactions
There were no major related party transactions entered into during the six months period ended June 30, 2022.
Note 12 Events after Balance Sheet date
Subsequent events were evaluated up to August 2, 2022, which is the date the condensed consolidated interim financial statements were authorized for issue by the Executive Board and Supervisory Board. No subsequent events were identified.
Appendix 1 Divisional Supplemental Information – Six months ended June 30
(€ million, unless otherwise stated) | Change: | |||||
2022 | 2021 | Organic | Acquisition/ Divestment | Currency | ||
Health | ||||||
Revenues | 674 | 579 | 36 | – | 59 | |
Adjusted operating profit | 216 | 181 | 15 | – | 20 | |
Adjusted operating profit margin | | | ||||
Tax & Accounting | ||||||
Revenues | 843 | 732 | 65 | 0 | 46 | |
Adjusted operating profit | 270 | 229 | 24 | 0 | 17 | |
Adjusted operating profit margin | | | ||||
Governance, Risk & Compliance | ||||||
Revenues | 638 | 544 | 35 | 6 | 53 | |
Adjusted operating profit | 206 | 175 | 11 | 2 | 18 | |
Adjusted operating profit margin | | | ||||
Legal & Regulatory | ||||||
Revenues | 445 | 425 | 24 | (12) | 8 | |
Adjusted operating profit | 69 | 53 | 18 | (4) | 2 | |
Adjusted operating profit margin | | | ||||
Corporate | ||||||
Adjusted operating profit | (27) | (25) | (2) | – | 0 | |
Wolters Kluwer | ||||||
Revenues | 2,600 | 2,280 | 160 | (6) | 166 | |
Adjusted operating profit | 734 | 613 | 66 | (2) | 57 | |
Adjusted operating profit margin | | | ||||
Note: Acquisition/divestment column includes the contribution from 2022 and 2021 acquisitions before these became organic (12 months from their acquisition date), the impact of 2022 and 2021 divestments, and the effect of asset transfers between divisions, if any. |
Appendix 2 Revenues by Media Format – Six months ended June 30
(€ million, unless otherwise stated) | 2022 | 2021 | ∆ | ∆ CC | ∆ OG |
Software | 1,136 | 974 | + | + | + |
Other digital | 1,029 | 908 | + | + | + |
Digital | 2,166 | 1,882 | + | + | + |
Services | 264 | 227 | + | + | + |
170 | 171 | - | - | - | |
Total revenues | 2,600 | 2,280 | + | + | + |
∆: % Change; ∆ CC: % Change in constant currencies (€/ |
Appendix 3 Divisional Revenues by Type – Six months ended June 30
(€ million, unless otherwise stated) | 2022 | 2021 | ∆ | ∆ CC | ∆ OG |
Health | |||||
Digital and service subscription | 540 | 462 | + | + | + |
Print subscription | 23 | 21 | + | + | + |
Other recurring | 48 | 45 | + | - | - |
Total recurring revenues | 611 | 528 | + | + | + |
Print books | 24 | 16 | + | + | + |
Other non-recurring | 39 | 35 | + | | |
Total Health | 674 | 579 | + | + | + |
Tax & Accounting | |||||
Digital and service subscription | 648 | 561 | + | + | + |
Print subscription | 10 | 11 | - | - | - |
Other recurring | 80 | 78 | + | - | + |
Total recurring revenues | 738 | 650 | + | + | + |
Print books | 10 | 8 | + | + | + |
Other non-recurring | 95 | 74 | + | + | + |
Total Tax & Accounting | 843 | 732 | + | + | + |
Governance, Risk & Compliance | |||||
Digital and service subscription | 378 | 320 | + | + | + |
Total recurring revenues | 378 | 320 | + | + | + |
LS transactional | 146 | 126 | + | + | + |
FS transactional | 65 | 57 | + | + | - |
Other non-recurring | 49 | 41 | + | + | + |
Total Governance, Risk & Compliance | 638 | 544 | + | + | + |
Legal & Regulatory | |||||
Digital and service subscription | 324 | 294 | + | + | + |
Print subscription | 43 | 49 | - | - | - |
Other recurring | 7 | 10 | - | - | + |
Total recurring revenues | 374 | 353 | + | + | + |
Print books | 21 | 31 | - | - | - |
Other non-recurring | 50 | 41 | + | + | + |
Total Legal & Regulatory | 445 | 425 | + | + | + |
Total Wolters Kluwer | |||||
Digital and service subscription | 1,890 | 1,637 | + | + | + |
Print subscription | 76 | 81 | - | - | - |
Other recurring | 135 | 133 | + | - | + |
Total recurring revenues | 2,101 | 1,851 | + | + | + |
Print books | 55 | 55 | + | - | + |
LS transactional | 146 | 126 | + | + | + |
FS transactional | 65 | 57 | + | + | - |
Other non-recurring | 233 | 191 | + | + | + |
Total non-recurring revenues | 499 | 429 | + | + | + |
Total Wolters Kluwer | 2,600 | 2,280 | + | + | + |
∆: % Change; ∆ CC: % Change in constant currencies (€/ |
About Wolters Kluwer
Wolters Kluwer (EURONEXT: WKL) is a global leader in professional information, software solutions, and services for the healthcare; tax and accounting; governance, risk and compliance; and legal and regulatory sectors. We help our customers make critical decisions every day by providing expert solutions that combine deep domain knowledge with technology and services.
Wolters Kluwer reported 2021 annual revenues of
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, visit www.wolterskluwer.com, follow us on Twitter, Facebook, LinkedIn, and YouTube.
Financial Calendar
August 30, 2022 Ex-dividend date: 2022 interim dividend
August 31, 2022 Record date: 2022 interim dividend
September 22, 2022 Payment date: 2022 interim dividend
September 29, 2022 Payment date: 2022 interim dividend ADRs
November 2, 2022 Nine-Month 2022 Trading Update
February 22, 2023 Full-Year 2022 Results
March 8, 2023 Publication of 2022 Annual Report and ESG Data Overview
Media Investors/Analysts
Gerbert van Genderen Stort Meg Geldens
Global Branding & Communications Investor Relations
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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; conditions created by global pandemics, such as COVID-19; 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).
Trademarks referenced are owned by Wolters Kluwer N.V. and its subsidiaries and may be registered in various countries.
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 Belonging measures the extent to which employees believe they can bring their authentic selves to work and be accepted for who they are. Belonging and engagement scores are currently measured by a third party (Microsoft GLINT).
5 Dividend payout ratio: dividend per share divided by adjusted earnings per share.
6 Net cash available consists of cash and cash equivalents of
7 ESG = environmental, social and governance.
8 A Netherlands tax software product was transferred from the Legal & Regulatory division into Europe Professional Tax & Accounting. Organic growth stated is pro forma for the new organization.
9 Renamed from Corporate Performance Solutions. As per January 1, 2022, TeamMate (internal audit solution) was transferred from Corporate Performance into North America Professional Tax & Accounting while our U.S. Corporate Tax unit was transferred into Corporate Performance from North America Professional Tax & Accounting. Organic growth rates stated are pro forma for the new organization. The HY 2022 organic growth rates under the previous reporting structure would have been
10 PPP = Paycheck Protection Program, a program of the U.S. Small Business Association (SBA)
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